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                                 LEASE AGREEMENT
                                 ---------------

          Made and signed in Tel- Aviv on the 26th day of November 2001

                                    BETWEEN:

SHA'AR YOKNEAM, A REGISTERED LIMITED PARTNERSHIP
(PARTNERSHIP NO.550014666)
By its Directors Messrs. Yitshak Reich (I.D.No127198) and
Yitshak (Tsahi) Levy (I.D.No.22448534)

Who are duly authorized to sign on behalf of and bind the
Partnership whose address for the purposes of this agreement is
At the "Sha'ar Hacarmel" Complex, 5 Nahum Street,
Tiral Hacarmel and which for the sake of brevity is hereinafter
called "The Lessor"

                                                                 OF THE ONE PART

                                      -AND-

GIVEN IMAGING LTD. (COMPANY NO.512578022)
By Messrs. YORAM ASHERY (I.D.NO.22223564) AND ZVI BEN-DAVID
(I.D.NO.56739030) who are duly authorized to sign on behalf of and bind the
Company, whose address for the purposes of this agreement is at the "Hermon"
Building, Sha'ar Yokneam, Yokneam and which for the sake of brevity is
hereinafter called "The Lessee"

                                                               OF THE OTHER PART


WHEREAS           The lessor is the owner or registered lessee, as the case may
                  be, and is entitled to exclusive possession of land of an area
                  of approximately 62,000 square meters (hereinafter - "THE
                  LAND") which includes complete parcels and parts of parcels in
                  Block 11098, except part of Parcel Nos. 21 & 82 - which are
                  not registered in the name of the lessor, and which Soltam
                  Ltd. which has sold the rights of title in the land to the
                  lessor, has undertaken to purchase as well. and to transfer
                  the rights of title or leasehold rights therein to the lessor.

AND WHEREAS       The land described above is in a zone, which is designated for
                  industry under local outline plan 297c.

AND WHEREAS       The lessor has initiated a detailed plan for the establishment
                  of an industrial park on the land, or on part thereof, and
                  which is known as "Plan No.245BT/C - Yokneam Junction
                  Industrial Park", which was approved by the Northern Region,
                  District Planning and Building Committee and which received
                  final validation when approval was finally given in respect of
                  the

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                  same to Amendment No.1 and with which the lessee intends to
                  proceed and to initiate a further detailed plan including
                  amendments and additions to the plan and to the aforesaid
                  Amendment No.1.

AND WHEREAS       Among the buildings that are to be constructed in the
                  industrial park, the lessee is building on Parcel Nos. 48,49
                  as well as on Plot 101 which forms part of Parcel Nos. 50,79
                  and 80 - (in Musha) in Block 11098 containing a hi-tech
                  industrial building known as "BEIT HERMON".

AND WHEREAS       The lessee wishes to take a letting of a net area of
                  approximately 1718 SQUARE METERS on Level 00 (the ground floor
                  at a height of 3.60 meters) of "Beit Hermon" and a further
                  area of 34.50 square meters situated in the vicinity of the
                  aforesaid area, which is also on Level 00 (but at a height of
                  about 2.50 meters) which are marked in yellow on the plans of
                  the building which are attached to this agreement as APPENDIX
                  1, for the management of a factory thereon in accordance with
                  the "object of the letting" as hereinafter defined.

AND WHEREAS       The lessee's factory is AN APPROVED ENTERPRISE UNDER THE
                  ENCOURAGEMENT OF CAPITAL INVESTMENTS LAW 5719-1959 - a matter
                  that constituted a fundamental consideration in the lessor's
                  decision to let the demised premises to the lessee and in
                  determining the amount of the rent and the terms of the
                  tenancy,

AND WHEREAS       The demised premises is situated in a new building the
                  construction of which will be completed in the year 5762
                  (2001), and that therefore the Tenants Protection Law
                  (Consolidated Version) 5732 - 1972 (hereinafter - "The Law"
                  will not apply to the letting of the demised premises,

AND WHEREAS       The lessee requires the demised premises for the letting
                  period as defined in this agreement and in the event of the
                  lessee exercising the option under the terms of this agreement
                  - also throughout the "extended letting period" and this -
                  solely for the purpose of conducting at the demised premises a
                  business of A HI-TECH PLANT FOR THE DEVELOPMENT, RESEARCH AND
                  PRODUCTION OF ADVANCED TECHNOLOGY PRODUCTS (above and
                  hereinafter - "THE OBJECT OF THE LETTING"),

AND WHEREAS       The lessor wishes to grant a tenancy of the demised premises
                  to the lessee and the lessee wishes to take a tenancy of the
                  demised premises from the lessor, and to do so - by way of a
                  tenancy that is not protected by any of the categories of The
                  Tenants Protection Laws, and including a tenancy which is not
                  protected by the provisions of the Tenants Protection Law
                  (Consolidated Version) 5732-1972 - and in accordance with

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                  the terms and provisions of this agreement.

AND WHEREAS       The demised premises has never been let to a tenant and/or
                  other persons for key money, and neither the lessee nor any
                  third party has paid key money for the letting of the demised
                  premises, to the lessor and/or any other consideration or sum
                  which could be deemed to be key money in accordance with the
                  definition thereof in the Law, and that it is accordingly
                  stipulated and agreed between the parties that the protection
                  of none of the categories of The Tenants Protection Laws shall
                  be applicable to the tenancy and letting under this agreement.

AND WHEREAS       The lessee is prepared to take a tenancy of the demised
                  premises for the letting period specified in and on the terms
                  specified hereafter in this agreement and to undertake to
                  perform and comply with all the said terms and provisions of
                  the agreement.

               IT IS ACCORDINGLY AGREED AND STIPULATED BETWEEN THE
                              PARTIES AS FOLLOWS:

PREAMBLE.

1.       The aforesaid preamble is part of the body of the agreement.

DEFINITIONS.

2.       In this agreement:

"THE LESSOR"-     Sha'ar Yokneam, a registered limited partnership No.55 -
                  001466-6

"THE LESSEE"-     GIVEN IMAGING LIMITED (COMPANY NO.512578022).

"AREA A OR
  THE LAND" -     Land of an area of 62,000 square meters (or thereabouts) in
                  Block 11098 which includes the Parcels known as Parcel Nos.
                  33, 34, 36, 37, 40,41,42,43,44,45,46,47, 48,49,and 50 - (in
                  their entirety) as well as parts (areas) of Parcels of the
                  land known as Parcel Nos. 21, 22, 23, 24, 30, 31, 32, 35, 38,
                  39, 79, 80 and 82.

"THE DETAILED
  PLAN"           A detailed plan called "Plan No.245BT/C - Yokneam Junction
                  Industrial Park", which was approved by the Northern Region,
                  District Planning and Building Committee on 18.9.95 and which
                  was finally validated including amendments and additions that
                  were and/or will be in the said plan in due course, and such
                  other detailed or other plan that is approved in due course as
                  regards areas of "the land" of the lessee.


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"INDUSTRIAL PARK
  OR THE PROJECT" -     An industrial park which the lessor is establishing on
                        AREA A in accordance with the detailed plan and which
                        the lessor will add to and establish on other areas in
                        accordance with such plans as are approved.

"THE BUILDING OR
   BEIT HERMON"-        A building for advanced industries (Hi-tech) of which a
                        plan is attached to this agreement APPENDIX 1, which is
                        in the course of construction and will constitute part
                        of "the industrial park".

"PUBLIC AREAS OR
   PUBLIC AREAS OF
   THE BUILDING"        All areas of "the building" on all such floors thereof
                        as shall be determined by the lessor and defined by the
                        lessor from time to time as public areas that serve the
                        whole of the building and its tenants and occupants,
                        engine rooms, electricity rooms and such other rooms or
                        areas of installations serving the whole of the
                        building, access areas, corridors, passageways and any
                        other areas provided that the same shall not be or
                        intended to be delivered into the exclusive possession
                        of one of the occupants of the building or users
                        thereof. The lessor shall be entitled from time to time
                        to add to the public areas of the building, or subtract
                        areas from them and to make them available for the
                        exclusive use of a tenant or particular occupant or user
                        provided that the public areas of the building shall
                        always be areas that serve or are intended to serve all
                        the tenants or occupants of the building or on a
                        particular floor level and provided further that the
                        (net) area of the demised premises shall not be thereby
                        prejudiced and the lessee shall not be liable for any
                        additional payment as a result of such a change, except
                        for management fees, if applicable.

"THE DEMISED PREMISES"  The demised premises as defined hereafter in Clause 7 of
                        this agreement.

"THE MANAGEMENT
   COMPANY" -           The lessor itself or the company that is formed by the
                        lessor or with which the lessor enters into a contract
                        for the management, maintenance and provision of
                        services of and to the "industrial park" and/or "the
                        building", or a company to which the lessor assigns the
                        management, maintenance and provision of services as
                        aforesaid and all as the case may be and at the lessor's
                        choice and at its sole and absolute discretion.

"THE MANAGEMENT
  CONTRACT" -           The management contract which is signed between the
                        lessor, (or the Management Company) and the lessee.

"THE TENANTS
  PROTECTION LAW"-      The Tenants Protection Law (Consolidated Version), 5732
                        - 1972.

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"THE ENCOURAGEMENT OF
  CAPITAL INVESTMENTS
  LAW"-                 The Encouragement of Capital Investments Law 5719 -1959.

"THE REPRESENTATIVE
  RATE OR THE
  REPRESENTATIVE RATE
  OF THE DOLLAR"-       The representative rate in New Shekels of the US Dollar
                        as last published by the Bank of Israel prior to the
                        date of actual payment of each of the payments of the
                        rent or any part of such payments which the lessee is
                        bound to make and/or which the lessee is liable to pay
                        to the lessor under the terms of this agreement, and all
                        as the case may be. It is hereby agreed that the
                        aforesaid payments shall be calculated and/or made all
                        as the case may be, on the days on which no restrictions
                        on trade in foreign currency are imposed and/or are
                        applicable. In the event that such restrictions shall
                        apply, the making of such relevant payment shall be
                        postponed to the first business day following the date
                        of payment, on which no such restriction on foreign
                        currency trading has been imposed and/or applies as
                        aforesaid and on which normal trading in foreign
                        currency takes place in the commercial banks, and the
                        relevant payment shall be made in accordance with the
                        representative rate of the US Dollar in NIS, as
                        published for the same business day on which the
                        relevant payment is to be made. It is hereby clarified
                        and agreed that the representative rate in NIS of the US
                        Dollar as determined by the parties for the purpose of
                        calculating the rent is a rate of NIS 4.257 for each 1
                        US Dollar.

"THE INDEX OR THE
  CONSUMER PRICES
  INDEX"-               The Consumer Prices Index, including fruit and
                        vegetables, which is published by the Central Bureau for
                        Statistics and Economic Research in respect of each
                        relevant calendar month on the 15th of the subsequent
                        calendar month, and if the aforesaid index ceases to be
                        published for any reason - such other index, identical
                        or as similar to it as is possible, replacing it and
                        which is published by the Central Bureau for Statistics
                        and Economic Research, or by such other duly authorized
                        body that replaces it.

"THE BASE INDEX"-       The last Consumer Prices Index that was published on
                        15.10.2001 in respect of the month of September 2001 and
                        which stands at 171.9192 points.

"THE PRESCRIBED INDEX"- The last published Consumer Index prior to payment of
                        any of the amounts of the rent or prior to payment of
                        any sum on account of the rent, or prior to any other
                        payment under this agreement.


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"PLANS OF THE
  BUILDING"-            The plans that are attached to this agreement as
                        APPENDIX 1.

"PLANS OF THE
  DEMISED PREMISES"-    The plans that are attached to this agreement as
                        APPENDIX 2 and which could form part of the plans of the
                        building - APPENDIX 1 and which are to be marked
                        thereon.

"THE LESSEE'S WORKS"-   Works of adapting, additions and alterations to the
                        demised premises that are specified in APPENDIX 3 to
                        this agreement, which the lessee will be entitled to
                        carry out at the demised premises, as specified in and
                        stipulated in Clause 9 of the agreement.

"COMPULSORY PAYMENTS"-  Taxes, Municipal taxes, levies and any other payment
                        which must be made compulsorily by law.


APPENDICES.

3.     The following appendices are attached to this agreement as an integral
       part thereof:

<Table>
<S>                           <C>
      APPENDIX 1 -            Plans of the building
      APPENDIX 2 -            Plans of the demised premises
      APPENDIX 2-1 -          Plan of the parking areas
      APPENDIX 3 -            Detailed breakdown of the lessee's  works/technical  specification of the
                              lessee's works to the interior of the demised premises.
      APPENDIX 3-1 -          Technical specification of the demised premises to the cladding stage.
      APPENDIX 4 -            Photocopy   letter  of   approval   granted  to  the  lessee   under  the
                              Encouragement of Capital Investments Law
      APPENDIX 5 -            Form of "certificate of construction works insurance".
      APPENDIX 6 -            Form of "certificate of insurance of the demised premises"
      APPENDIX 7 -            THIS APPENDIX HAS BEEN CANCELLED.
      APPENDIX 8 -            Form of contract with the Management Company,
      APPENDIX 9 -            Signboards appendix
      APPENDIX 10 -           Certificate  of the lessee's  Attorney/Accountant  regarding  identity of
                              persons duly authorized to sign for the lessee.
</Table>

THE LESSOR'S DECLARATIONS.

4.     The lessor declares that:

       (a)    It is the owner or the registered lessee, as the case may be, and
              person entitled to exclusive possession of the land of an area of
              62,000 square meters approximately, comprised of Parcels and sub
              Parcels in Block 11098, except part of Parcel Nos. 21 and 82 which
              are not registered in the name of the lessor, and which Soltam
              Ltd., which has sold the rights

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              of title to the said land to the lessor, has undertaken also to
              acquire and to transfer the rights of ownership or leasehold title
              therein, to the lessor.

       (b)    AREA A. is situated in a zone which is designated for industrial
              use under the local outline plan 297C and in respect of --------
              which the detailed plan has been approved and which has been
              finally validated.

       (c)    (c) It is establishing on AREA A, and also possibly on additional
              areas, an industrial park whose buildings, either wholly or
              partially are intended for letting and the building constitutes
              one of them. The building has been designated by the lessor for
              hi-tech industries.

       (d)    (d) It is constructing the building in accordance with a building
              permit which has been lawfully issued in accordance with such
              plans as apply to the land and by law, and that "the object of the
              letting" as defined in the preamble to this agreement, comes
              within the framework of the permitted uses of the building and the
              demised premises in accordance with "the plans of the demised
              premises" .In addition the lessor declares that the external
              construction of the building and construction of the public areas
              therein and the installations appurtenant thereto have not yet
              been completed.

              The lessor further declares that after completion of the external
              construction of "Beit Hermon", completion of construction of the
              public areas, and the installation of the common installations
              appurtenant therein, the various demised premises on the various
              floor levels of "Beit Hermon" will be constructed in accordance
              with the requirements of the various tenants.

       (e)    The lessor undertakes that construction of the external cladding
              of the demised premises, as defined in Clause 8(b) hereafter will
              be completed by no later than 1.12.2001 (development works and
              additional works being carried out in "Beit Hermon" and/or in the
              vicinity thereof will be completed within approximately a further
              6 (six) calendar months).

       (f)    That there is nothing that prevents the lessor from entering into
              the contract in this agreement.

       (g)    A breach by the lessor of the aforesaid Clause 4 and/or of any of
              its sub-clauses shall be deemed to be a fundamental breach of this
              agreement.

THE LESSEE'S DECLARATIONS.

5.     The lessee declares that:

       (a)    It has seen and has examined the detailed plan, the plan of "the
              building" and the plans of the demised premises, that he has
              visited "the land" and has seen the location that is intended for
              construction of the "industrial park" and the location of "Beit
              Hermon" which is in the course of construction and has found that
              the demised premises and "Beit Hermon

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              in which the demised premises is situated, are suitable for its
              requirements, for its plant and for "the object of the letting"
              and is prepared to and undertakes to take a letting of the demised
              premises and that it will not bring any claims or actions
              concerning the suitability of the building and the demised
              premises in respect of "the object of the letting" and to the
              lessee's requirements, and all subject to the declarations of the
              lessor as specified above in Clause 4, and save for claims
              concerning latent discrepancies.

       (b)    The lessor has shown and informed the lessee that changes and
              additions are likely to occur in the "Beit Hermon Plans", which
              shall not impinge on the use of the demised premises and the
              opportunities for using the same, and the lessee agrees not to
              make any claims or complaints concerning the same provided that no
              changes are made in the plan of the demised premises without its
              PRIOR AND WRITTEN consent, and provided further that the
              reasonable use of the demised premises by the lessee for the
              "object of the letting" as provided in this agreement, shall not
              thereby be prejudiced.

       (c)    The lessee's plant that is in future to be situated at the demised
              premises is and/or will by the date of receipt of possession of
              the demised premises under the terms of this agreement, be an
              approved enterprise under the Encouragement of Capital Investments
              Law. APPENDIX 4 to this agreement is a true photocopy of a letter
              of approval granted to the lessee's enterprise under the said law
              by the Investment Center. The said approval remains in force and
              has not been revoked and the lessee is continuing to comply with
              the terms thereof.

       (d)    The lessee acknowledges that as its plant is an approved
              enterprise pursuant to the Encouragement of Capital Investments
              Law, the basic consideration taken into account by the lessor in
              considering whether to let the demised premises to the lessee and
              in determining the terms of such letting and that if such approval
              is not granted, or for as long as it is not granted or if it is
              revoked in the future or if the lessee's plant is not an approved
              enterprise under the Encouragement of Capital Investments Law, for
              any reason whatsoever, the basic rent will be increased by such
              (principle) sum in NIS as is equivalent on the date of signature
              of this agreement to $1 (one US Dollar) per square meter of the
              area of the demised premises, including its proportion of the
              public areas of "Beit Hermon" and which will be linked in its
              entirety to such increases as shall occur in the Consumer Prices
              Index from the date of publication of "The Base Index" until the
              date on which the "The Prescribed Index" is published prior to the
              date of actual payment.

              It is hereby clarified that the aforesaid increase in the rent
              shall only apply in respect of the relevant letting period in
              respect of which the lessee's plant is not considered to be "an
              approved enterprise" under the Encouragement of Capital
              Investments Law.

       (e)    Subject to the demised premises being delivered into the
              possession of the lessee in accordance with the terms of this
              agreement, the lessee for its

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              part hereby declares and undertakes that it has seen, examined and
              inspected "the land", "Beit Hermon" and its plans, the demised
              premises and all such areas as are included therein and/or are
              appurtenant thereto, whether exclusively or in common with others
              and all their surroundings including the means of access thereto
              and the infrastructure thereof including connection to water,
              electricity, drainage and sewage, and that it has found the
              demised premises and all its constituent parts and infrastructure
              thereof to be in proper working order and suitable for all the
              lessee's requirements and purposes in respect of the use thereof
              in accordance with "the object of the letting" and that the lessee
              hereby completely, finally, fully and absolutely waives any claim
              as to defect and/or apparent discrepancies in connection with the
              aforesaid building and/or the demised premises and as regards the
              surroundings thereof and all subject to the lessor's declarations
              as specified above in Clause 4.

       (f)    The commission of a breach by the lessee of this Clause 5 and/or
              of any of the sub-clauses and sub-paragraphs thereof shall be
              deemed to be a fundamental breach of this agreement.


THE TENANCY AND EXCLUSION OF THE TENANTS PROTECTION LAWS AS REGARDS THE LETTING.


6.

       (a)    The lessor undertakes to let the demised premises to the lessee,
              following completion of construction thereof, and the lessee
              undertakes to take a letting thereof from the lessor, and to do so
              - by means of a tenancy to which the Tenants Protection Laws shall
              not apply, for the letting period specified in this agreement and
              on such terms as are stipulated in and are specified in this
              agreement. Possession of the demised premises shall be delivered
              to the lessee in accordance with the provisions specified
              hereafter in Clause 8.

       (b)    The parties declare that on the date of signature of this
              agreement the construction of "Beit Hermon" and of the demised
              premises has not yet been completed, that they constitute "a new
              building" as the same is defined in the Tenants Protection Law
              (Consolidated Version) 5732-1972 - the construction of which will
              only be completed after signature of this agreement, and in any
              event after 5728 (20th August 1968) and will be let after such
              date, and that accordingly neither the Tenants Protection Law or
              any law replacing the same, nor any of the regulations and/or
              orders that have been made and/or will in future be made pursuant
              thereto, shall be applicable to the letting of the demised
              premises, and the lessee shall have no protection as afforded
              under the Tenants Protection Law and regulations thereunder, and
              shall make no claim pursuant thereto.

       (c)    The lessee hereby declares that it is not paid any key money to
              the lessor for the demised premises and/or in connection with the
              letting which is the subject of this agreement, that it has not
              undertaken to pay any key money for the letting of the demised
              premises, that is has not participated in any

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              way in the construction of the demised premises and/or has not
              given any consideration in respect of the demised premises which
              could be deemed to be key money under the law, that it is aware
              that on the date of signature of this agreement the demised
              premises was in the exclusive possession of the lessor, that no
              other person or body apart from the lessor is entitled to such
              possession and that the Tenants Protection Laws, including "The
              Law" will not confer any protection whatsoever on the lessee as a
              protected tenant in respect of the letting of the demised premises
              in accordance with this agreement.

              In addition, and for the avoidance of doubt, it is emphasized and
              hereby agreed that investments in, building additions and
              improvements that are made to the demised premises by the lessee,
              if any, shall not in any way be deemed to be payment of key money
              for the demised premises and neither shall the same be deemed to
              constitute the giving of consideration to the lessor that could be
              deemed to be key money according to the law even if the same are
              left at the demised premises after the demised premises have been
              vacated by the lessee.

       (d)    The lessee hereby expressly declares that it is aware that this
              agreement has been prepared in accordance with Sections 10 and 14
              of "The Law" as the demised premises constitutes a new property
              and/or a property that has become vacant and/or will be vacant of
              any occupier apart from the lessor, prior to the commencement of
              the letting which is the subject of this agreement.

       (e)    It is hereby agreed that a breach of this Clause 6 and/or a breach
              of any of its sub-clauses and sub-paragraphs thereof shall
              constitute a fundamental breach of this agreement.

THE DEMISED PREMISES.

7.     The demised premises is an area of approximately 1718 square meters
       (net), which is situated on Level 00 (ground floor) of "Beit Hermon", the
       height of the ceiling on this floor being approximately 3.60 meters and
       of an additional area of 34.50 square meters situated in the vicinity of
       the said area, on Level 00 of "Beit Hermon" but whose ceiling height in
       such area is approximately 2.50 meters only, and in all a total area of
       1752.50 square meters and which is marked on the plan attached to this
       agreement as APPENDIX 2 delineating the extent thereof colored in yellow.

       The lessor hereby undertakes to allow the access of lorries to the
       demised premises for the purpose of loading and unloading and that for
       such purpose the lessor will install, in the rear section of the demised
       premises (on the north side), two rolling electrical doors of the
       "Panels" type of "Paz-Gal" (or equivalent value) for direct access from
       the unloading area to the interior of the demised premises.

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       Provided that for the purpose of calculating the rent which the lessee
       will be liable to pay to the lessor under the terms of this agreement,
       there shall also be added to the aforesaid area of the demised premises a
       further area of about 244 square meters constituting the share of the
       demised premises in the public areas of "Beit Hermon", and that the
       (gross) area of the demised premises, including its share of the public
       areas of "Beit Hermon" shall therefore be deemed to be an area of 1996.50
       square meters. The area (gross) of the demised premises shall not be
       enlarged because of the parking spaces that are attached to the demised
       premises in accordance with the terms of this agreement.

       It is further agreed that 15 (fifteen) parking places shall be allocated
       to the lessee in the parking area on the open floor level of "Beit
       Hermon" as well as 30 (thirty) additional parking places which are marked
       on APPENDIX 2 - 1 in green color. The lessor and/or the Management
       Company shall also be entitled to change the location of the said parking
       places which have been allotted and/or are to be allotted from time to
       time to the lessee, and also to transfer them from "Beit Hermon" to
       another location which shall be situated not more than 150 (one hundred
       and fifty) meters from Beit Hermon". For the avoidance of doubt it is
       hereby declared that the monthly fee for use of one COVERED parking space
       shall amount to a monthly sum in NIS that is equivalent to a monthly sum
       of $65 (sixty five US Dollars) whereas the monthly rent for AN OPEN
       (non-covered) place shall amount to a monthly sum in Shekels equivalent
       to a monthly sum of $50 (fifty US Dollars) and all with the addition of
       lawful VAT. The aforementioned substitute parking spaces shall be
       situated in parking areas that are let in the "industrial park" and/or in
       a separate parking building which will be constructed therein at a
       distance of no more than 150 (one hundred and fifty) meters from "Beit
       Hermon".

       For the avoidance of doubt it is hereby agreed and declared that the said
       demised premises, together with all the said parking spaces that are
       allocated from time to time to the lessee shall be referred to in this
       agreement as "the demised premises".

       For the avoidance of doubt it is hereby agreed and declared that in
       determining the aforesaid area of the demised premises all the width of
       the external walls of the demised premises have been included in the area
       of the demised premises, as well as one half (1/2) of the widths of all
       the internal walls of the demised premises bordering on other demised
       premises in"Beit Hermon", but the entire widths of the partitions or the
       walls of the demised premises that border the public areas of "Beit
       Hermon", together with "the proportionate share" of the demised premises
       in the common property of "Beit Hermon".

       It is also hereby agreed and declared that the expression "the
       proportionate share" in this clause means: the proportionate share in the
       ratio that the area of the demised premises itself, excluding its share
       of the public areas, bears to the total area of all the areas that are
       let or that are intended for letting or exclusive use in the building
       even without parts of such public areas as aforesaid.

       It is hereby agreed that a breach of this clause - shall be deemed to be
       a fundamental breach of this agreement.

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DELIVERY OF POSSESSION OF THE DEMISED PREMISES TO THE LESSEE.

8.

       (a)    The demised premises is to be built by the lessor and will only be
              delivered to the lessee when it has been constructed to the
              external cladding stage, with points for connection to the
              electrical, water and sewage systems, with an automatic sprinklers
              system having been installed in the whole area in accordance with
              the requirements of the fire brigade and which has been connected
              to the sprinkler's system of "Beit Hermon", with moving passenger
              elevators serving it, and when connection can be made to the
              refrigeration installations (chillers) which are to be installed
              on the roof of "Beit Hermon" (including a vertical pipe and piers
              with exit and entrance from and to the demised premises). The
              lessor shall also install at the demised premises, a complete
              system of toilet facilities for men and women to a high standard,
              including, INTER ALIA, floor tiling and ceramic walls, a
              decorative acoustic ceiling, suspended toilets with hidden
              flushing facilities, wash basins with granite surfaces and crystal
              mirrors and decorative light fittings.

              All the remaining works required for the lessee to adapt the
              demised premises to its requirements, including the erection of
              internal partitions, installation of air conditioning units within
              the demised premises, and the execution of electrical works,
              plumbing, water and drainage at the demised premises shall be
              carried out by the lessee and entirely at its own expense.

              Internal works at the demised premises, including its internal
              division, shall be undertaken by the lessee in accordance with the
              technical specification attached to this agreement as APPENDIX 3
              and in accordance with the plans that shall be furnished by the
              lessee to the lessor by 1.2.2002 and which shall be subject to
              prior and written approval of the lessor which shall be given in
              accordance with the provisions specified hereafter in Clause 9

       (b)    The date for completion of the construction of the external
              cladding of the demised premises and delivery of possession of the
              demised premises to the lessee with the demised premises built in
              accordance with the technical specification of the demised
              premises to the cladding stage, which is attached to this
              agreement as APPENDIX 3-1, shall be no later than 1.12.2001
              (hereinafter - "DATE OF DELIVERY OF THE DEMISED PREMISES").

              It is further agreed that for a period of 3 (three) calendar
              months which shall be counted from the date of delivery of the
              demised premises, the lessee shall be exempt from payment of rent
              to the lessor and management fees to the Management Company in
              respect of its possession of the demised premises as such period
              of time is intended to enable the lessee to execute "the lessee's
              works" at the demised premises as specified hereafter in Clause 9.

       (c)    Where notice has been given to the lessee that on "date of
              delivery of possession of the demised premises", "the building" as
              a whole will not yet


<Page>

              be internally finished and complete, and that a part or parts
              thereof, or the systems serving such parts or parts thereof, will
              be constructed or installed subsequently, the lessee acknowledges
              and agrees to this, provided that within 3 (three) months which
              shall be counted from "date of delivery of possession of the
              demised premises" to the lessee, the external cladding of the
              demised premises and a reasonable and safe access way is completed
              and the lessor ensures that temporary or permanent connections of
              electricity, water and air conditioning to the demised premises
              have been made, and all subject to the provisions hereafter in
              Clause 8(g).

              For the avoidance of doubt it is hereby clarified and emphasized
              that the installation and operation of elevators in "Beit Hermon"
              will be completed by 31.1.2002.

              It is further hereby agreed and emphasized that on "date of
              delivery of possession of the demised premises" to the lessee
              under the terms and the provisions of this agreement the
              development works and works in the public areas of "Beit Hermon"
              will not yet be complete but that the lessor will take action so
              as to afford the lessee reasonable access to the demised premises
              in order to complete its construction and/or use thereof in
              accordance with the "object of the letting". The lessor undertakes
              to complete such development works in "Beit Hermon" within 6
              months from date of delivery of possession of the demised
              premises.

       (d)    The lessor shall notify the lessee of the date of delivery of
              possession of the demised premises by notice by telephone and in
              writing at least 7 days in advance. It should be made clear that
              the date of delivery of possession of the demised premises that is
              stated in such notice shall be no later than 1.12.2001 but this
              shall be subject to the provisions hereafter in Clause 37.

       (e)    Before notice as aforesaid is given as to the "date of delivery of
              possession of the demised premises" and as a condition for
              delivery of possession thereof, the lessee shall furnish the
              lessor with all such certificates of insurance as the lessee is
              bound to produce in accordance with the provisions set out
              hereafter in Clause 16(b).

       (f)    On such day and at such time as are specified in the lessor's
              notice as being the date of delivery of possession, the lessee
              shall attend at the demised premises in order to receive
              possession thereof and the lessor shall deliver up possession of
              the demised premises to the lessee at such time provided that the
              lessee has previously delivered to the lessor, post dated checks
              as security for full payment of the rent in the first year, as
              provided in Clause 12(a)(4) hereafter, if the same have not yet
              been delivered, and the lessee will also at such time furnish the
              aforesaid checks to the lessor as well as such bank guarantee as
              is required for the performance of the lessee's obligations under
              this agreement and as provided in this clause and hereafter in
              Clause 27.

<Page>

       (g)    At the time of the delivery of possession of the demised premises
              a Minute of such delivery and as to the condition of the demised
              premises shall be prepared (hereinafter - "Minute of Delivery".)

              In such "Minute of Delivery" all such matters as require to be
              completed or repaired, if any, shall be stated and the lessor will
              complete the repair thereof as soon as possible and within 7 days
              from the date of delivery of the demised premises even though the
              demised premises is then in the possession of the lessee. The
              provisions of this clause are conditional on such defects as
              prevent the execution of the "lessee's works" at the demised
              premises being repaired by the lessor prior to delivery of
              possession of the demised premises to the lessee and in such a
              case the date of delivery of possession of the demised premises
              shall be deferred until completion of such repairs as aforesaid
              and the foregoing provisions of Clause 8(b) shall apply.

       (h)    Without derogating from the provisions of Clause 8(g) above, if
              the lessee does not attend as provided above to receive possession
              of the demised premises at such date and time as has been notified
              to him as aforesaid (other than if the lessor previously agrees in
              writing to change the aforesaid date), the "Minute of Delivery"
              shall be prepared in the absence of the lessee, noting that the
              demised premises being ready for delivery, the readiness of the
              lessor to deliver up possession thereof to the lessee and the
              failure of the lessee to appear to receive it. Such Minute shall
              serve as prima facie proof of the correctness of the foregoing
              matters set out therein and possession of the demised premises
              shall be deemed to be delivered to the lessee and the commencement
              of the "letting period" shall be deemed to have commenced on the
              same day on which the lessee actually receives possession of the
              demised premises on what ever date it may be and provided that
              possession of the demised premises shall be delivered to the
              lessee immediately upon his attendance to receive the same as
              aforesaid.

       (i)    If the lessee does not furnish the checks to secure payment of the
              rent as provided in Clause 12(a)(4) hereafter, or does not provide
              the securities and guarantees for the due performance of its
              obligations as provided in Clauses 8(f) above and 27 below, in
              that event the lessee shall not be entitled to receive possession
              of the demised premises for as long as it has not furnished the
              lessor with all such checks and guarantees, even if the lessee
              attends at such date and time as has been prescribed as the date
              of delivery of the demised premises, and the lessee shall be
              deemed to have not attended to receive possession of the demised
              premises until such checks and guarantees are furnished by the
              lessee as aforesaid.

       (j)    Without derogating from the provisions of this agreement, the day
              that has been prescribed in the lessor's notice as the date of
              delivery of possession of the demised premises shall be deemed to
              be the date on which the letting commences, whether or not the
              lessee has attended in order to receive possession of the demised
              premises and all the lessee's liabilities under this agreement,
              including those for payment of the rent (subject to the foregoing
              provisions of Clause 8 (b)), compulsory payments,

<Page>

              and the other payments for which it is liable under this agreement
              shall apply from that date unless the lessor has agreed to fix
              another date for the delivery of possession and has issued a
              further written notice to the lessee, in which case that day shall
              be the date of commencement of the letting.

       (k)    If for any reason connected with the lessee the aforementioned
              "Minute of Delivery" is not prepared, in such event actual receipt
              of delivery of the demised premises by the lessee shall be deemed
              to be confirmation on the part of the lessee and as prima facie
              proof that the demised premises has indeed been delivered to the
              lessee by the lessor in accordance with the provisions of this
              agreement and to the complete satisfaction of the lessee.

       (l)    It is hereby agreed that a breach of this Clause 8 and/or a breach
              of any of its sub-clauses and sub-paragraphs shall be deemed to be
              a breach of this agreement.

THE LESSEE'S WORKS AT THE DEMISED PREMISES.

9.

       (a)    The parties hereby agree that the lessee shall be entitled to
              complete the internal construction of the demised premises when it
              has been delivered to the lessee in a condition of finish of the
              external cladding stage, as provided above in Clause 8, and to
              execute therein all the interior works including erection of
              internal partitions and also to carry out adapting works to the
              demised premises, additions and other works, which shall be
              specified in APPENDIX 3 to this agreement, in order to adapt the
              demised premises to its requirements. The lessee hereby undertakes
              that the works that are to be undertaken by it at the demised
              premises shall be of a high standard, backed by the use of
              materials approved solely in accordance with the Israeli Standard,
              conforming exactly, and subject as hereinafter provided, to the
              plans and specifications that are approved in writing by the
              lessor and/or by its duly authorized representative and shall be
              undertaken strictly in full compliance with and observance of all
              the laws and statutes that are relevant to the execution of such
              works.

              Changes that are not substantive in relation to what is specified
              in Appendix C including a departure of up to 5% from the same -
              shall not oblige the lessee to obtain further prior approval from
              the lessor provided that the lessee shall report in writing to the
              lessor about any change and/or departure in relation to those
              specified in APPENDIX C to this agreement.

              The lessor will permit the lessee to enter the demised premises in
              order to execute the lessee's works at the demised premises
              commencing from the date specified in Clause 8(b) above.

              In addition to the foregoing provisions of Clause 8 (a) and 8(b),
              it is hereby agreed that the lessee shall be entitled to execute
              further works, changes or additions within the area of the demised
              premises (hereinafter - "the lessee's works") subject to the
              following provisions.

<Page>

       (b)    Plans of the "lessee's works" and their technical specification
              shall be delivered to the lessor at least 45 (forty-five) days
              before the date of commencement of execution of "the lessee's
              works" at the demised premises and shall require the lessor's
              prior and written approval.

              The lessor shall not refuse to grant its approval for "the
              lessee's works", its plans or specification other than on
              reasonable grounds. The response of the lessor's engineer shall be
              given within 30 (thirty days) from the date on which the lessee
              delivers such plans for the execution of the lessee's works at the
              demised premises, to the lessor.

              In addition, the lessor's engineer may and is duly authorized to
              give appropriate instructions to the lessee if it is apparent that
              "the lessee's works" at the demised premises do not conform with
              such plans and/or specification and/or the terms of this
              agreement, and this - without imposing any obligation and/or
              liability on the lessor in respect of the same. The lessee for its
              part hereby undertakes to comply with such instructions
              immediately on receipt thereof.

       (c)    The lessor shall accede to a request of the lessee to permit him
              to carry out the "lessee's works" at the demised premises, or any
              part thereof, commencing from "the date of delivery of possession
              of the demised premises" to the lessee and subsequently, only if
              all the following pre-conditions are fulfilled and subject to the
              performance thereof.

              (1)    The lessee furnishes the lessor with a "construction works
                     insurance" certificate, as provided in Clause 16(b)(1)
                     hereafter.

              (2)    The lessee makes the first payment of rent to the lessor,
                     as provided hereafter in Clause 12(a)(3) and also furnishes
                     a "insurance of the demised premises" certificate as
                     provided hereafter in Clause 16(b)(2), prior to being
                     permitted to commence the execution of any of the lessee's
                     works at the demised premises.

              (3)    The lessor's engineer previously confirms and in writing
                     that the execution of the lessee's works, or that part of
                     such works as are approved, will not cause any disturbance,
                     delay or inconvenience to the construction works of the
                     demised premises itself.

                     The decision of the lessor's engineer on the subject in
                     question including his decision not to permit the execution
                     of the lessee's works before delivery of possession or that
                     only some of them may be carried out, shall be final and
                     shall not be the subject of any argument or appeal against
                     such decision, unless the lessee views such decision as
                     having been given on unreasonable grounds.

              (4)    The lessee shall effect all such insurance cover as shall
                     be necessary and proper to effect pertaining to the
                     execution of the lessee's works in the aforementioned
                     circumstances as determined and required by the lessor in
                     accordance with the provisions of this agreement,

<Page>

                     including contractor's insurance, third liability
                     insurance, employer's insurance and the lessee shall
                     furnish the lessor with a certificate by the insurer that
                     all the aforementioned insurance cover has been effected,
                     such certificate to be in the form attached to this
                     agreement as APPENDIX 5. In addition the lessee undertakes
                     to furnish the lessor with all such insurance policies as
                     have been issued, or true photographic copies thereof,
                     within 60 (sixty days) which shall be counted from the date
                     of receipt of possession of the demised premises.

              (5)    The lessee will make payment to the lessor in advance, or
                     will undertake to do so, or instead of the lessor, all at
                     the option of the lessor, of all such additional payments
                     as shall be required by contractors or other operators who
                     carry out works for the lessor at the demised premises or
                     in "Beit Hermon", in respect of which the lessee is
                     authorized to execute "the lessee's works" or any part
                     thereof that is approved prior to the completion and
                     delivery of works to the demised premises or the building
                     or due to additional works or trouble or delays that are
                     caused to them as a result of "the lessee's works", except
                     where such request for payment is made on unreasonable
                     grounds. In the event of dispute as to the reasonableness
                     of such a request a final and binding decision shall be
                     made in respect thereof by a qualified land assessor who
                     shall be appointed jointly by both parties.

       (d)    "The lessee's works" which are executed at the demised premises
              commencing from "the date of delivery of possession of the demised
              premises" and thereafter, and which will permanently connect the
              demised premises, shall be treated in the same way as changes or
              additions that the lessee has made in the demised premises, with
              the agreement of the lessor, within "the letting period" as
              provided hereafter in Clauses 19(a) to 19(d), and they shall
              become the property of the lessor at the end of the tenancy which
              is the subject of this agreement, without consideration, unless
              the lessor requests that they be removed, or partially removed at
              the end of the tenancy which is the subject of this agreement, and
              in that event - the lessee shall be bound to remove all the
              lessee's works, or such part of them as it has been asked to
              remove, and to restore the demised premises to the condition that
              it was in, or that it should be in under the terms of this
              agreement in accordance with the relevant appendices thereto.

       (e)    It is hereby agreed that a breach of this Clause 9 and/or a breach
              of any of the sub-clauses thereof shall be deemed to be a
              fundamental breach of this agreement.


THE OBJECT OF THE LETTING AND THE USE OF THE DEMISED PREMISES.

10.    The lessor hereby lets the demised premises to the lessee and the lessee
       hereby takes a tenancy of the demised premises and does so solely for
       "the object of the letting" that is specified in the preamble to this
       agreement.

<Page>

       The lessee shall be entitled to use the demised premises solely for "the
       object of the letting" and shall not be entitled to use the demised
       premises, or any part thereof, or permit the same or any part thereof to
       be used for a purpose which is not the aforesaid "object of the letting"
       without the previous and written consent of the lessor thereto.

       The lessee further hereby undertakes not to make any change in the
       "object of the letting" without obtaining the prior and written consent
       of the lessor thereto.

       It is also agreed between the parties that subject to the provisions
       hereafter in Clause 32, a breach of this clause shall be deemed to be a
       fundamental breach of the agreement which will confer on the lessor the
       right to claim the immediate eviction of the lessee from the demised
       premises without prejudice to any other rights of the lessor under this
       agreement and/or by law.

THE CONTRACTUAL PERIOD.

11

       (a)    Subject to the foregoing provisions of Clause 8(g) the parties
              hereby agree that the letting period of the demised premises in
              accordance with the terms of this agreement is for a total period
              of 63 (sixty three) months only, commencing 1.12.2001 and
              terminating on 28.2.2007 (hereinafter - "THE LETTING PERIOD".

       (b)    The lessee is hereby granted an option (hereinafter- "THE OPTION")
              to extend the "the letting period" for an additional period
              totaling 60 (sixty) months, commencing on 1.3.2007 and terminating
              on 28.2.2012 (hereinafter - "the extended letting period"),
              provided that this is on condition that the lessee gives prior
              written notice to the lessor by 31.8.2006 (namely - at least 6
              (six) months prior to the date of expiration of the "letting
              period", by virtue of which the lessee fully exercises its right
              under "the option", and extends the "letting period" until the
              expiration of the "extended letting period".

       (c)    For the avoidance of any doubt it is hereby agreed and emphasized
              that in addition to the conditions referred to above in Clause
              11(b) the parties hereby agree that the lessee shall not be
              entitled to continue the tenancy in accordance with "the option",
              and shall not be entitled to any extension of the tenancy that is
              the subject of this agreement, if the lessee does not perform the
              principal terms of this agreement in their entirety and on the due
              dates and including if the lessee does not make payment in full of
              all such payments and rent which it has undertaken to pay in
              accordance with the terms and provisions of this agreement.

              Provided that lateness in giving notice regarding exercise of "the
              option" and/or in making of any payment of rent, which does not
              exceed 15 (fifteen) days from the date prescribed as the date for
              payment of such relevant payment under the terms of this agreement
              - shall not deprive the

<Page>

              lessee of the right to continue the tenancy in accordance with
              "the option" and in accordance with all the other terms of this
              agreement.

       (d)    It is hereby agreed and emphasized that all the provisions of this
              agreement as regards the letting in "the letting period" shall be
              applicable to the letting during the "extended letting period",
              provided that this shall be subject to such changes as apply as
              regards the level of the rent during the "extended letting
              period", or as the case may be, and in accordance with the terms
              of this agreement.

       (e)    The lessee shall not be entitled to shorten the "letting period"
              and/or the "extended letting period" in the event of the option
              being lawfully exercised in respect of the same in accordance with
              the terms of this agreement and all this - without receiving the
              previous written consent to the same from the lessor.

              It is further hereby agreed that if the lessee leaves the demised
              premises for any reason whatsoever before the end of the "letting
              period" or before the end of "the extended letting period" as the
              case may be, and does so without obtaining the previous and
              written consent from the lessor, in such event and in addition to
              all the provisions in this tenancy agreement the lessee shall be
              bound to continue paying the rent in full to the lessor as
              specified hereafter in this agreement for all the remainder of the
              "letting period", and if the option is exercised - also for all
              the remainder of "extended letting period", all as the case may
              be.

              It is hereby clarified and agreed that the foregoing provisions of
              this sub-clause shall not apply in a case in which the lessee
              lawfully rescinds this agreement, in accordance with the
              provisions thereof or by law.

       (f)    For the avoidance of any doubt it is hereby expressly agreed and
              stipulated that the obligation of the lessee to take a letting of
              the demised premises throughout the letting period, and in the
              case of exercise of "the option" by the lessee - also throughout
              the extended letting period, including the lessee's obligations to
              pay the rent to the lessor and all such other payments as are due
              to the lessor under this agreement, throughout "the letting
              period" and in the case of exercise of "the option" - also
              throughout the extended letting period, as well as the lessee's
              obligations to pay all such other taxes, municipal taxes, levies,
              compulsory payments and various payments that it must pay under
              this agreement to the authorities or to a third party, shall
              continue to remain in force until the end of the "letting period",
              and in the event of exercise of the "the option" by the lessee -
              also to the end of "extended letting period", and the lessor shall
              be entitled to compel the lessee to make all such payments and the
              lessee shall be bound to continue to pay them until the end of the
              "letting period" and in the case of exercise "the option" by the
              lessee - also until the end of the "extended letting period" even
              where the lessee gives notice of termination of the letting and
              even where the lessee vacates the demised premises or any part
              thereof or ceases in practice to use the same, before the end of
              the relevant period. Provided that the foregoing provisions of
              this sub-clause shall not

<Page>

              apply as regards a case in which the lessee duly rescinds this
              agreement, whether under the provisions of this agreement or by
              law.

       (g)    Where the lessee vacates the demised premises or any part thereof,
              or ceases in practice to use the same, prior to the end of the
              relevant letting period, as provided in Clause 11(f) above, but
              except in a case of the lawful rescission of this agreement by the
              lessee, the lessor shall act in good faith in letting the demised
              premises that has been vacated or any part thereof which is
              vacated by the lessee, to another tenant, and the lessee's
              obligations to continue to pay the rent under this agreement shall
              even then continue to remain in force until the end of the letting
              period, and in the event of exercise of the "option" by the
              lessee, also until the end of the "extended letting period",
              except that in such a case the lessor shall deduct from such sums
              as the lessee is liable to pay under the terms of this agreement,
              all such amounts as are paid by the new tenant in respect of the
              same liabilities up to the amount of the rent for which the lessee
              is liable under the terms of this agreement.

       (h)    Nothing by virtue of the foregoing provisions of Clauses 11(e),
              11(f) and 11(g) shall impose any liability on the lessor to let
              the demised premises or any part thereof in the event that it is
              vacated by the lessee earlier than the end of "the letting period"
              and in the event of exercise of "the option" by the lessee - where
              the demised premises are vacated by the lessee earlier than the
              end of the "extended letting period" as aforesaid, and the lessor
              shall be entitled to enforce the tenancy agreement against the
              lessee and to treat the lessee as being bound to comply with all
              such obligations and liabilities for which the lessee has accepted
              responsibility, until the end of "the letting period" and in the
              event of exercise of "the option" by the lessee - until the end of
              "extended letting period", without having to attempt to re-let it
              to another tenant.

              It is further hereby clarified and agreed that the provisions of
              this sub-clause shall not apply in a case in which the lessee
              lawfully rescinds this agreement either in accordance with the
              provisions of this agreement or by law.

              In the event that the demised premises or any part thereof that is
              vacated by the lessee prior to the end of the relevant letting
              period, is let to another tenant as provided in Clause 11(g)
              above, this shall not be deemed to be a waiver by the lessor of
              any of such rights as are available to it under this agreement, or
              any of them, and the lessor shall be entitled to claim
              compensation from the lessee for any damages caused to the lessor
              as a result of such a breach of this agreement by the lessee.

       (i)    A breach of this Clause 11 and /or a breach of any of the
              sub-clauses thereof shall be deemed to be a fundamental breach of
              this agreement.


<Page>

THE RENT - THE AMOUNTS THEREOF, TERMS AND DATES OF PAYMENT

12.

       (a)    The lessee hereby undertakes to pay the rent to the lessor for the
              demised premises as follows:

              1. (a) The lessee shall be exempt from payment of the rent and
                     management fees for the first 3 (three) months of "the
                     letting period".

                 (b) The monthly rent for each and very one of the further
                     successive 60 months of the "letting period" shall amount
                     to a monthly (principle) sum of NIS 89,019 (eighty-nine
                     thousand and nineteen new shekels).

                     These entire monthly rents shall be fully linked to such
                     rises as occur in the Consumer Prices Index in accordance
                     with the details specified hereafter in this agreement, and
                     VAT shall be added thereto in accordance with the details
                     specified hereafter in Clause 22 (d). The lessor shall
                     furnish a lawfully raised tax invoice to the lessee
                     immediately after payment has been made.

              2.     The monthly rent for each of the 60 (sixty) months of the
                     "extended letting period" shall amount to a monthly
                     (principle) sum of NIS 97,921 (ninety seven thousand nine
                     hundred and twenty one new shekels) (namely an increase of
                     10% to the (principle) amount of the rent specified in
                     Clause 12 (a) (1) (b) above).

                     These entire monthly rents shall be fully linked to such
                     rises as occur in the Consumer Prices Index in accordance
                     with the details specified hereafter in this agreement, and
                     VAT shall be added thereto in accordance with the details
                     specified hereafter in Clause 22 (d). The lessor shall
                     furnish a lawfully raised tax invoice to the lessee
                     immediately after actual payment has been made of each any
                     every payment to the lessor.

              3.     The rent which the lessee is liable to pay to the lessor in
                     accordance with the terms of this agreement, both for the
                     letting of the demised premises for the whole of the
                     "letting period" and in the event of exercise of "the
                     option" by the lessee in accordance with the terms of this
                     agreement - also for the letting of the demised premises
                     throughput the "extended letting period" - shall be paid by
                     the lessee to the lessor in continuous and successive
                     quarterly payments, on each occasion by payment of the rent
                     in full in advance for 3 (three) months letting.

                     The first payment, for payment in advance of the full rent
                     for the first quarter of the "letting period" shall be paid
                     by the lessee to the lessor on the date of signature of
                     this agreement, whereas the payment dates

<Page>

                     of all the other remaining quarterly payments which the
                     lessee is liable to make to the lessor under the terms of
                     this agreement shall be on the 1st (first) day of each of
                     the calendar months of March, June, September and December
                     and which shall apply with effect from the end of eight
                     months from the date of delivery of possession of the
                     demised premises and until the end of the letting that is
                     the subject of this agreement in accordance with all the
                     terms and provisions of this agreement.

                     If the "letting period" commences or comes to an end in the
                     middle of one of the aforesaid 4 (four) calendar quarters -
                     then the rent shall be paid by the lessee to the lessor for
                     the actual letting period in that quarter.

              4.     In order to facilitate the collection of the full amount of
                     the rent which the lessee is liable to pay to the lessor
                     and/or which he will be liable to pay to the lessor in
                     accordance with the terms and provisions of this agreement,
                     the lessee shall deliver to the lessor, by no later than 14
                     (fourteen) days prior to the commencement of each relevant
                     12 (twelve) calendar months letting period, 4 (four) checks
                     signed by the lessee, made out to the order of the lessor
                     and for the full total of the rent, index linked in
                     accordance with the terms of this agreement, which relates
                     to the same 12 (twelve) relevant calendar months of the
                     letting, except for the last payment which shall be for a
                     total of three months letting.

                     It is hereby clarified that the rent that is to be actually
                     paid to the lessor on the date of signature of this
                     agreement shall be linked to "the index".

                     The payment dates of the aforementioned checks shall
                     coincide with the payment dates specified above in Clause
                     12 (a) (3).

                     Differentials linked to the Consumer Prices Index shall be
                     applicable because of the linkage of the full rental
                     payments to such rises as occur in the Consumer Prices
                     Index in accordance with the details specified below in
                     Clause 13 and shall be paid in full by the lessee to the
                     lessor, and in practical terms on the payment dates for the
                     payments referred to above in Clause 12 (a) (3).

                     For the avoidance of doubt it is hereby agreed and
                     emphasized that delivery of the aforesaid checks to the
                     lessor shall not in any way be deemed to be any payment
                     whatsoever on account of the rent which the lessee is
                     liable to pay and/or which it will become liable to pay to
                     the lessor under the terms of this agreement, and that only
                     the actual payment in full of the amount of the said checks
                     in the lessors hands shall deemed to be payment on account
                     of such rent as is due to the lessor from the lessee in
                     accordance with the terms and provisions of this agreement.

<Page>

                     A check that is given as security for a payment which will
                     actually be made by the lessee by way of bank transfer to
                     the lessor's account - shall be returned by the lessor to
                     the lessee after the lessor's account is actually credited
                     with the relevant payment in respect of which the relevant
                     check was given as security.

       (b)    The parties hereby agree that in any case in which the lessee is
              late in making any payment of those payments of rent which the
              lessee has undertaken to pay to the lessor in accordance with the
              terms and provisions of this agreement, and which is late for a
              period that exceeds 90 (ninety) days from the prescribed date for
              the making of such payment under the terms and provisions of this
              agreement, as the case may be, and notwithstanding that the lessee
              has received a 14 (fourteen) days written warning about the same
              from the lessor, then in such circumstances of such lateness in
              payment as aforesaid, the full balance of the rent due to the
              lessor under this agreement shall become payable for the 12
              (twelve) subsequent months of the letting which shall be counted
              from the date on which the relevant default in payment occurs, of
              the rent for which the lessee is liable to pay the lessee under
              the terms and provisions of this agreement, and the lessee shall
              be bound, without any further delay, to pay the lessor the full
              amount of the rent that it undertook to pay to the lessor under
              this agreement in respect of that same 12 (twelve) relevant
              letting months.

       (c)    For the avoidance of any doubt, the parties agree that the lessee
              shall be liable to pay the lessor the full rent that is due from
              it to the lessor under this agreement for the rental of the
              demised premises, even if the lessee has not made any use of the
              demised premises.

              It should be made clear that the provisions of this sub-clause
              shall not be applicable in respect of a case in which, the lessee
              has lawfully rescinded this agreement.

       (d)    Without prejudice to the right of the lessor to rescind the
              agreement as a result of a fundamental breach in any case in which
              any of the amounts of the rent has not been paid by the lessee on
              time, as aforesaid, and subject to the provisions hereafter in
              Clause 32, the parties agree in any case of late payment of the
              rent which exceeds 7 (seven) days, or default in the payment of a
              check given as security for the same, the amount in arrears shall
              bear interest at the maximum rate charged at that time by Bank
              Hapoalim Ltd. on overdrafts which are in excess of an approved
              credit framework, or, at the election of the lessor, the amount in
              arrears shall bear index linked differentials with the addition of
              interest at the maximum permitted rate for linked value loans in
              accordance with the Interest (Fixing of the Maximum Interest Rate)
              Order 5730-1970 - , or any other order replacing it, or where
              there is no longer any such order in force - interest at the
              maximum rate charged on the relevant date by Bank Hapoalim Ltd. on
              liabilities in arrears that are linked to "the index".

<Page>

              The charging of interest on arrears shall be made to the effect
              that such interest is added to the payment which the lessee is
              liable to make to the lessor following the date of the payment
              that is in arrears, and shall be deemed, together with such
              subsequent payment and index linked differentials in respect
              thereof, to be "principle' for the purposes of calculation of such
              interest on arrears in the future.

              Nothing by virtue of the foregoing provisions of Clause12 shall be
              construed as conferring any right on the lessee to be in arrears
              with any payment of rent under this agreement.

       (e)    A breach of this Clause 12 and /or a breach of any of the
              sub-clauses and/or sub-paragraphs of the sub-clauses thereof shall
              be deemed to be a fundamental breach of this agreement.

LINKAGE OF PAYMENTS TO RISES IN THE CONSUMER PRICES INDEX

13

       (a)    The parties hereby agree that all payments of the rent which the
              lessee is liable to pay to the lessor under this agreement,
              including the rent referred to above in Clause 12, and the
              sub-clauses thereof, and sub-paragraphs thereof shall be paid by
              the lessee to the lessor linked entirely to all rises that occur
              in the Consumer Prices Index to the effect that if the rate of the
              Consumer Prices Index last published before the date for payment
              in full and in practice of any of the aforesaid payments to the
              lessor which the lessee has undertaken to pay to the lessor under
              the terms of this agreement, or as the case may be, (hereinafter -
              "THE NEW INDEX"), increases as compared with the rate of the
              Consumer Prices Index which was published on 15.10.2001 for the
              month of September in the year 2001 (hereinafter - "THE BASE
              INDEX"), the lessee will make all such payments to the lessor as
              are referred to in Clause 12 above and in its sub-clauses and
              sub-paragraphs, with increases in such payments in the same
              proportion as that by which the rate of the "New Index" rises in
              comparison with the rate of the "base index", and all this as the
              case may be, and having regard to the date of full and actual
              payment to the lessor of each and every one of the aforesaid
              payments.

              If the rate of "new index" is reduced as compared to the "base
              index" all the monthly payments of rent (principle) referred to in
              the aforementioned Clause 12 (including its sub-clauses and
              sub-paragraphs) shall be paid without any reduction therein.

       (b)    Notwithstanding the foregoing and for the avoidance of doubt it is
              hereby agreed and emphasized between the parties that in no case
              shall the amount of any payment which the lessee is liable to make
              to the lessor be reduced in respect of (principle) rent which is
              the subject of the letting under this agreement, specified in
              Clause 12 above.

       (c)    The expressions "Consumer Prices Index" or "Cost of Living Index"
              or "Index" referred to in this agreement mean as follow: -
              Consumer Prices

<Page>

              Index, as defined in the preamble in this agreement. In the
              absence of an index that is published by the Central Bureau for
              Statistics and Economic Research, or such other body as replaces
              it and which determines the relationship between the other index
              to the one it replaces, the said relationship shall be determined
              by an Accountant who shall be appointed by the Head of the Israel
              Certified Public Accountants Institute.

              It is further hereby agreed and emphasized that in any case of an
              "administrative freeze" of "the index" or in any case for whatever
              reason that the "index" is not published in the manner specified
              above, in such event the rate of the relevant cost of living index
              shall be determined by such Accountant as aforesaid.

       (d)    The parties agree that all rent which the lessee is liable to pay
              to the lessor under all the terms and provisions of this agreement
              shall be linked to such rises as occur in the Consumer Prices
              Index as specified above in this agreement.

              For the avoidance of doubts it is hereby agreed and emphasized
              that lawful VAT at such rate as is applicable on the date of
              payment and in practice to the lessor shall be added to all the
              aforesaid payments of the rent that are made on account of rent to
              the lessor which the lessee is liable to pay to the lessor in
              accordance with all the terms and provisions of this agreement.
              The lessee shall pay VAT to the lessor against receipt of a duly
              raised tax invoice. The lessee shall pay such VAT to the lessor on
              such date as is specified hereafter in Clause 22(d).

       (e)    It is hereby agreed that a breach of Clause 13 and/or a breach of
              any of its sub-clauses and/or sub-paragraphs of such sub-clauses
              shall be deemed to be a fundamental breach of this agreement.

PERMITTED USES, PROHIBITED USES AND CLEANING OF WASTE AT THE DEMISED PREMISES.

14

       (a)    The lessee shall be entitled to use the demised premises solely
              for "the object of the letting" as defined above, and for no other
              use whatsoever unless the lessee obtains the previous written
              approval from the lessor to change "the object of the letting".

              Apart from the use of the demised premises and the parts
              appurtenant thereto, and the common property of "Beit Hermon" and
              of the "Industrial Park" the lessee shall not be entitled to use
              any other parts of Beit Hermon and/or "the Industrial Park".

              Furthermore, the lessee shall not be entitled and shall not be
              authorized to permit any third party, including also the servants
              agents and/or representatives of such third party, and including
              its employees, contractors and /or sub-contractors, its invitees,
              customers and any licensees who come to the demised premises
              and./or are present at the demised premises

<Page>

              on behalf of such person to make any use whatsoever of the demised
              premises other than in accordance with "the purpose of the
              letting" and/or to make any use of any other parts of Beit Hermon
              and/or the Industrial Park.

       (b)    In addition and without derogating from the generality of all the
              foregoing, the lessee hereby undertakes as follows:

              1.     Not to allow its employees to, and to use its best
                     endeavors to prevent its customers and suppliers from
                     parking vehicles and cars in the industrial park other than
                     in the parking area that is marked in green on the car
                     parking plan which is attached to this agreement as
                     APPENDIX 2 -1 or in such other alternative parking area
                     which is allocated to the lessee in accordance with the
                     provisions of Clause 7.

              2.     Not to place any goods, equipment, merchandise, stock,
                     chattels, items of furnishings, packaging material and
                     packaging equipment and refuse of any kind, outside the
                     area of the demised premises.

       (c)    The lessee hereby undertakes to strictly maintain proper and good
              neighborly relations with all the other tenants and/or users and
              occupants of demised premises and/or units that are contained
              within "Beit Hermon" and/or in "the project", and in addition also
              to strictly adhere to the preservation of the good order and
              cleanliness of the area of the demised premises and all such other
              areas as are intended for the use of the lessee and/or the use of
              all his representatives and/or agents under the terms of this
              agreement.

              The lessee also undertakes not to cause, or permit to be caused,
              any disturbance and/or unreasonable congregating of persons and/or
              nuisance in the said demised premises and/or in "Beit Hermon"
              and/or in "The Industrial Park".

              The lessee further hereby undertakes to furnish the lessor, in the
              event that the lessor requests that he do so as a result of a
              demand and/or complaint made to the lessor, certificates of
              confirmation of the Ministry of Health and of the Ministry for the
              Quality of the Environment that the lessee's enterprise that is
              being conducted at the demised premises meets all such standards
              of the aforementioned Ministries in relation to the emission of
              waste and/or pollutant materials into the environment.

       (d)    The lessee is responsible for the storage of all waste from its
              plant and all its other garbage or refuse, or from its plant which
              is not normal office refuse, including that which contains
              pollutant and/or contaminated materials and for their removal from
              the demised premises and from the area of the "Industrial Park"
              without delay, and the lessee shall also be bound to ensure
              entirely at its own expense that the same are stored in suitable
              and separate containers for the storage of such refuse and garbage
              from its plant until they are removed from the site, and the
              evacuation and removal of such refuse and garbage from the area of
              the "Industrial Park" as soon as possible, and this without
              causing any disturbance to the use of

<Page>

              tenants occupants and other users in "Beit Hermon" and in "the
              Industrial Park", and in coordination with the local authority and
              the lessor.

              Notwithstanding the foregoing, non pollutant waste and waste that
              does not contain poisonous and/or dangerous materials and which is
              not normal office refuse, in average monthly quantities that shall
              be calculated according to the average amount of monthly refuse of
              the general body of tenants and/or users of the units in "Beit
              Hermon" and in the proportion that the area of the demised
              premises bears to the areas of the general body of the units in
              "Beit Hermon" - shall be removed by the Management Company.

       (e)    It is hereby emphasized and agreed that all supply of petroleum
              fuel and/or gas to the demised premises shall be subject to
              receipt of previous and written approval thereof from the lessor.

       (f)    A breach of the aforesaid Clause 14 and/or of any of its
              sub-clauses shall be deemed to be a fundamental breach of this
              agreement.

LICENSING, LAWFUL USE AND CONDUCT OF BUSINESS AT THE DEMISED PREMISES.

15.

       (a)    The lessee hereby undertakes to use and manage the demised
              premises in accordance with the requirements of any law, statute,
              regulations and such other municipal and other by-laws as apply
              and/or will be applicable as regards business premises, according
              to the nature of the business that is to be managed by the lessee
              at the demised premises in accordance with the "object of the
              letting".

              The lessee undertakes to comply with the provisions of all such
              laws, regulations, by-laws and instructions LAWFULLY MADE by the
              competent authorities regarding the demised premises and the
              conduct of the lessee's business at the demised premises,
              including all such regulations and standards as apply and/or will
              be applicable from time to time concerning matters of safety,
              security, fire prevention, safety at work, quality of the
              environment, cleaning and sanitation, prevention of nuisance, and
              any other matter and also as regards the compliance with any
              regulation or instruction lawfully issued concerning any matter
              whatsoever.

              The lessee hereby further undertakes to obtain, entirely at its
              own expense all such approvals, permits, licenses which may be
              required, if at all, by all the competent authorities for the
              conduct of its business in the building of the demised premises
              and to make, to the extent that the same is necessary and required
              by law - all such payments without exception that are incidental
              thereto.

              The lessor for its part shall cooperate in good faith, in the
              event that it is requested to do so by the lessee, and sign all
              such applications and documents as may be required in order to
              obtain all such permits, approvals

<Page>

              and licenses as may be necessary for the conduct of the lessee's
              business at the demised premises. Without derogating from the
              foregoing, the lessor undertakes that up to and no later than
              31.1.2002, the lessor will have obtained Form 4, including the
              following approvals:

              1.     Approval from the Fire Authorities.
              2.     Approval from Home Front Command.
              3.     Approval from the Ministries of Health and Quality of the
                     Environment - if required.

              In the event that it is not possible for the lessee to obtain all
              such permits, approvals and licenses as are required by law for
              the conduct of his business due to the non-receipt of the
              aforementioned Form 4 by 31.1.2002, the lessee shall be entitled
              to terminate this agreement after giving and additional 3 (3)
              months advance written warning, and all without derogating from
              such remedies as are available to the lessee by law, and provided
              that the lessee does not receive the said Form 4 in relation to
              the demised premises within such additional 3(3) months, which
              shall be counted from the date of the giving of such warning to
              the lessor.

       (b)    In addition, and without derogating from the foregoing provisions
              of Clause 15(a), and for the avoidance of any doubt, it is hereby
              agreed and emphasized that the entire and sole responsibility for
              the conduct of business and/or use of the demised premises without
              a license, permit and/or any approval, should such a situation
              arise, shall be that of the lessee and it is the lessee who shall
              pay any fines that are imposed, if at all as a result thereof, and
              the lessee shall indemnify the lessor for any expense and/or
              payment and/or fine for which the lessor is lawfully charged with
              payment by any third party including by a Court and/or other
              competent authority in respect and/or as a result of the conduct
              of the lessee's business in the demised premises building without
              a business license and/or without obtaining any other lawfully
              required permit and/or approval. The obligation of indemnity as
              aforesaid is conditional on the lessor having notified the lessee
              of the existence of a demand and/or claim and/or liability and
              affording the lessee an opportunity, in so far as the same is
              within the lessor's control, of defending the same.

       (c)    Without derogating from the foregoing provisions of Clause 15(a)
              it is hereby agreed and emphasized that the lessee shall be liable
              for payment in full of the rent for the letting of the demised
              premises even if it does not actually use the demised premises as
              a result of the failure to obtain all such approvals permits and
              licenses as are and/or may in future be required by law from time
              to time, and by all the competent authorities for the conduct of
              its business at the demised premises and the use of the demised
              premises in accordance with the "object of the letting" and in
              accordance with all the other terms and conditions of this
              agreement, and all in the case of failure to obtain such licenses
              and/or approvals an/or permits arising from reasons not within the
              lessor's control.

<Page>

       (d)    A breach of Clause 15(a) and/or a breach of Clause 15(b) and/or a
              breach of Clause 15(c) above shall be deemed to be a fundamental
              breach of this agreement.

INSURANCE AND LIABILITY.

16.

       (A)    THE LESSOR'S INSURANCE COVER.

              Without derogating from the liability of the lessee under this
              agreement and/or by law the lessor undertakes to effect and
              maintain, either itself or through the Management Company,
              throughout the letting period, and in the event of exercise "the
              option" by the lessee, also throughout the "extended letting
              period", the insurance cover specified hereafter, and to such
              scope of cover as is set out alongside the same (which shall
              hereinafter be called - "THE LESSOR'S INSURANCE POLICIES"), with a
              duly authorized and reputable insurance company in Israel, and the
              lessee shall reimburse the lessor for its proportionate share of
              any insurance premiums and expenses of such aforementioned
              insurance, as specified hereafter as follows:

              1.     Insurance of the demised premises building and its
                     appurtenances (except for any repair, change, improvement,
                     renovation and additions to the demised premises that have
                     been made or are to be made by the lessee or on its behalf
                     other than through the lessor or the Management Company)
                     against loss or damage usually insured against including
                     fire risks, explosion, earthquake, malicious damage, storm,
                     tempest, flooding and water damage, impact by aircraft,
                     riots, strikes, supersonic boom damage, impact by vehicles,
                     collision damage, breakage of glass, mechanical breakage,
                     burglary and etc., all at the sole discretion of the
                     lessor, in the full replacement value of the building and
                     the demised premises, in such value as estimated by the
                     lessor.

                     The aforesaid insurance shall contain a condition by which
                     the insurer waives any right of subrogation against the
                     lessee and any person acting on its behalf provided that
                     the damage was not caused with malicious intent and on
                     condition that the lessee's insurance policies contain a
                     corresponding clause.

              2.     Insurance for loss of rent, parking fees and management
                     fees as a result of such risks as are covered in the
                     property insurance specified in Clause 16(a) (1) above, for
                     a period of indemnity that shall not be less than 12
                     calendar months, and the sum insured shall be updated from
                     time to time by the lessor and/or by "the Management
                     Company" all at their sole and absolute discretion. The
                     said insurance shall include a clause concerning a waiver
                     of the right of subrogation as against the lessee and/or
                     any person acting on its behalf, except as regards a person
                     who has caused damage with malicious intent.

<Page>

                     The lessee undertakes to pay a proportionate share of such
                     insurance premiums within 30 (thirty) days counted from the
                     date on which the lessor requests the same. In such a case
                     the lessee shall be exempt from payment of the basic rent
                     and management fees in such cases and for such period
                     during which the insurance company pays the lessor and/or
                     the Management Company, as the case may be, the full amount
                     of such payments of rent and management fees on the due
                     dates thereof.

                     The amount of the proportionate share of the lessee of such
                     insurance premiums shall be determined by the lessor in the
                     relation that the (gross) area of the demised premises
                     bears to the (gross) area of the total amount of the
                     demised premises and buildings that are insured under the
                     same insurance, and the lessee shall pay its proportionate
                     share of such insurance premiums at the lessor's request,
                     and in accordance with such terms and payments as are
                     prescribed by the lessor. The lessee shall be entitled to
                     inspect at the lessor's offices, all insurance policies
                     that are issued as aforesaid and to scrutinize all such
                     liabilities as pertain to the amount he is charged for
                     payment of such share of the insurance premiums.

              3.     Third party liability insurance covering the liabilities of
                     the lessor, the Management Company and the lessee for any
                     injury and/or damage that may be caused to the person
                     and/or property of any person and/or body in the public
                     areas of the land which are adjacent to "the building" and
                     the demised premises (which are not areas in respect of
                     which the lessee has an exclusive right of user under this
                     agreement), in appropriate sums insured at the lessor's
                     discretion provided that the limit of liability shall not
                     be less than a total of $2,000,000 (two million US Dollars)
                     per event and per annual period of insurance.

                     The insurance shall not be subject to any restriction as to
                     liability stemming from fire, explosion, panic, poisoning
                     any harmful matter in food and in drink, lifting devices,
                     loading and unloading, defective sanitary installations and
                     subrogation claims by the National Insurance Institute.

                     The insurance shall be subject to a cross liability clause
                     under which the insurance shall be deemed to be effected
                     separately for and on behalf of each of the insured
                     individuals.

              4.     Employer's liability insurance for the lessor's and the
                     Management Company's liabilities to all persons employed by
                     them and on their behalf in respect of bodily injury or
                     illness caused to them during the course of and as a result
                     of their employment, to the usual maximum level of
                     liability in Israel as at the date of inception of such
                     insurance which shall not in any event be less than a total
                     of $5,000,000 (five million US Dollars) per case and per
                     annual period of insurance.

<Page>

                     This insurance shall not contain any restriction as regards
                     contractors, sub-contractors and their employees, baits and
                     poisons, and any matter concerning youth employment.

                     The said insurance shall be extended to cover the lessee in
                     the event that the lessee is deemed to be the employer of
                     the lessor's and/or the Management Company's employees.

              5.     The lessor declares that neither it or the Management
                     Company shall have any claim and/or demand and/or action
                     against the lessee and those acting on its behalf for any
                     damage in respect of which they are entitled to an
                     indemnity under the insurance policies effected by them, or
                     by either of them, in accordance with Clauses 16(a)(1) and
                     16(a)(2) above and/or under any additional insurance that
                     is effected by the lessor and/or the Management Company and
                     the lessee shall pay its proportionate share in respect
                     thereof, and that they hereby exempt the aforementioned
                     from any liability for such damage, except for such
                     personal excess for which the lessor and/or Management
                     Company are liable under the policy, provided that such
                     provisions as to waiver of the right of subrogation shall
                     not apply for the benefit of a person who has caused
                     malicious damage.

              6.     If during "the letting period" and/or "the extended letting
                     period" the lessor continues with and/or carries out
                     building works or works for completion of "the building" or
                     carries out building and/or construction works of other
                     buildings in "the project" and /or on "the land", or other
                     works in "the project" ,in respect of which it can be
                     reasonably anticipated that the execution thereof is liable
                     to cause any damage to the lessee, its employees, invitees,
                     or to the building or the demised premises itself, the
                     lessor undertakes either itself or through the Management
                     Company, to effect and maintain, with a duly authorized and
                     reputable insurance company in the name of the lessor and
                     in the name of contractors and sub-contractors, a
                     "construction works all risks" insurance policy which shall
                     include the following sections:

                     (a)    "All risks" construction works insurance, covering
                            the building including all its systems in their full
                            value. This section will be subject to a clause as
                            to waiver of the right of subrogation as regards the
                            lessee and/or those acting on its behalf in all
                            matters pertaining to damage to the aforesaid works,
                            provided that such provision as to waiver of the
                            right of subrogation shall not apply in favor of a
                            person who has caused damage with malicious intent.

                     (b)    Third party insurance, covering the liability of the
                            lessor, its contractors, sub-contractors for any
                            bodily injury and/or damage to the property of any
                            person and/or body to a limit of liability which
                            shall not be less than a total of $1,000,000 (one
                            million US Dollars) per event and in aggregate
                            during the


<Page>

                            insurance period. Such insurance shall not be
                            subject to any exception concerning tremor and
                            weakening of support, adjacent property and
                            properties in which persons are working.

                     (c)    Employer's liability insurance covering the lessor's
                            liability to persons that it employs in construction
                            works for any bodily injury or illness caused to
                            them during the course of and as a result of their
                            work, to the maximum usual limit of liability in
                            Israel on the date of inception of such insurance.
                            The insurance shall not be subject to any exception
                            concerning working at height or at depth, baits and
                            poisons, contractors, sub-contractors and their
                            employees, and any restrictions concerning youth
                            employment.

                     The insurance shall contain an express condition to the
                     effect that it shall not be cancelled or reduced unless a
                     reasonable period of notice in writing is given to the
                     lessee, provided that such condition shall not operate for
                     the benefit of a person who has caused damage with
                     malicious intent.

                     The lessee shall be liable for any damage that is caused to
                     the area of the demised premises as a result of the conduct
                     of its business, or even outside the area of the demised
                     premises if the same is as a result of any negligent acts
                     and/or omissions of the lessee, its employees, duly
                     authorized representatives and/or any other person or body
                     acting on its behalf.

       (B)    THE LESSEE'S INSURANCE COVER.

              Before the date of receipt of possession of the demised premises
              and/or prior to the commencement of the execution of any works at
              the demised premises by the lessee and/or any person on its behalf
              - whichever shall be the earlier of the two dates - the lessee
              undertakes to effect and maintain, "construction works insurance"
              as specified hereafter in Clause 16(b) (1) with a duly authorized
              and reputable insurance company, covering any work that is to be
              undertaken by the lessee including in respect of equipment,
              systems and machinery and in respect of all such renovations,
              repairs and additions as are made to the demised premises.

              1.     "CONSTRUCTION WORKS INSURANCE" shall be effected in the
                     name of the lessee, the lessor, the Management Company, the
                     lessee's contractors, and sub-contractors and shall include
                     the following sections of insurance cover:

                     (a)    "All risks" insurance of construction works insuring
                            the full value of all the works carried out by the
                            lessee, and the cost of all such repairs,
                            renovations, improvements, alterations and additions
                            that are made in the demised premises (other than
                            through the lessor and/or the Management Company).
                            This section shall include a specific extension as
                            to property in which persons are

<Page>

                            working, or adjacent property, to a limit of
                            liability that will cover the full value of the
                            works, without exception, that are being undertaken
                            by the lessee at the demised premises, and of an
                            amount that shall not be in any event less than a
                            total of $1,000,000 (one million US Dollars).

                     (b)    Third party insurance covering the lessor's
                            liability for any injury or damage to the person
                            and/or property of any person and/or body in
                            connection with the execution of construction works,
                            to a limit of liability which shall not be less than
                            the total of $1,000,000 (one million US Dollars) per
                            event and in aggregate during the period of
                            insurance. The property of the lessor and/or the
                            Management Company shall be deemed to be third party
                            property for the purposes of this section.

                            This section shall be extended so as to indemnify
                            the lessor and the Management Company in respect of
                            their liability for the acts and/or omissions of the
                            lessee subject to a cross liability clause under
                            which separate insurance shall be deemed to have
                            been effected in respect of each and every one of
                            the insured parties referred to above.

                     (c)    Employers liability insurance covering the lessee's
                            liability to all persons employed by it in the
                            execution of the building works in respect of any
                            bodily injury or illness caused to them during the
                            course of and as the result of their employment, to
                            the maximum usual limit of liability in Israel on
                            the date of inception of such insurance provided
                            that in no case shall such insurance be less than a
                            total of $5,000,000 (five million US Dollars) per
                            event and per insurance period.

                     This insurance shall not be subject to any exception
                     concerning works at height and at depth, baits and poisons,
                     contractors, sub-contractors and their employees, and any
                     restriction as to youth employment.

              The construction works insurance shall contain an express
              condition by virtue of which it takes precedence over any
              insurance, which has been effected by the lessor and/or the
              Management Company, and that the insurer waives any claim as to
              double insurance or participation in the lessor's insurance
              policies. Such insurance shall also contain an express condition
              whereby it shall not be cancelled or reduced unless a reasonable
              period of advance written notice has been given to the lessor
              provided that such condition shall not apply for the benefit of a
              person who has caused damage with malicious intent.

              By no later than the date of delivery of possession of the demised
              premises or the date of commencement of execution of the
              construction works (which ever is the earlier of 2 dates) the
              lessee undertakes to furnish the lessor with a certificate as to
              the inception of "construction works

<Page>

              insurance" in accordance with the form attached to this agreement
              AS APPENDIX 5, and which is signed by the insurer.

              The parties agree that the furnishing of "certificate of
              construction works insurance" is a condition precedent for the
              execution of the works or delivery of possession of the demised
              premises to the lessee. The lessor shall be entitled to prevent
              the lessee from carrying out any work in the demised premises
              and/or the delivery of possession of the demised premises to the
              lessee in the event that such aforementioned certificate is not
              furnished to the lessor on the date referred to above.

              2.     Prior to the date of the opening of the lessee's business
                     at the demised premises, or prior to the date of the entry
                     of any property whatsoever into the demised premises (other
                     than property that is included in the works that are
                     insured under Clause 16(b)(1) above) - which ever is the
                     earlier of the 2 dates - the lessee undertakes to effect
                     and maintain throughout the period in which this agreement
                     is in force all such insurance cover as is specified
                     hereafter (which shall hereinafter be called - "INSURANCE
                     OF THE DEMISED PREMISES") with a duly authorized and
                     reputable insurance company in Israel, and as follows:

                     (a)    Insurance of the contents of the demised premises,
                            including insurance of any equipment serving the
                            demised premises and which is owned by and/or for
                            which the lessee is responsible either outside the
                            demised premises or within the area of "the land"
                            and insurance of the lessee's works any repair,
                            alteration, improvement, renovation and addition to
                            the demised premises that has been made and/or will
                            be made by the lessee and/or on its behalf, and
                            insurance of any furnishings, equipment,
                            installations, stocks of any kind or type, against
                            loss or damage by fire, lightning, explosion,
                            earthquake, riots, strikes, malicious damage,
                            flooding, storm and tempest damage, damage from
                            impact by aircraft, water damage, sonic boom damage,
                            damage from other leakage and gases, collision
                            damage, breakage of glass and burglary.

                            The insurance will include an express condition
                            under which the insurer waives any right of
                            subrogation as against the lessor and/or the
                            Management Company and as against the other tenants
                            and/or occupants of the building whose insurance
                            policies contain a corresponding clause as to waiver
                            of the right of subrogation as regards the lessee,
                            provided that the foregoing provision as to waiver
                            of the right of subrogation shall not apply in favor
                            of a person who has caused damage with malicious
                            intent.

                     (b)    Insurance for loss of income (except for rent,
                            parking fees, advertising fees and management fees)
                            as a consequence of the risks insured in the
                            foregoing clause for a period of indemnity that
                            shall not be less than 12 (twelve) months.

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                            The aforesaid insurance shall include an express
                            condition under which the insurer waives any right
                            of subrogation as against the lessor and/or the
                            Management Company and as against the other tenants
                            and/or occupants of "the building" whose insurance
                            policies contain a corresponding clause as to waiver
                            of the right of subrogation as regards the lessee,
                            provided that the foregoing provision as to waiver
                            of the right of subrogation shall not apply in favor
                            of a person who has caused damage with malicious
                            intent.

                     (c)    Third party liability insurance covering the
                            liability of the lessee for any injury or damage to
                            the person or property of any person or body to a
                            limit of liability that shall not be less than a
                            total in NIS that is equivalent to a total of
                            $1,000,000 (one million US Dollars) per event and
                            per annual insurance period.

                            This insurance shall not be subject to any
                            restriction concerning liability arising from fire,
                            explosion, panic, lifting devices, loading an
                            unloading, defective sanitary installations,
                            poisoning, any harmful matter in food or in drink,
                            and as regards claims by the National Insurance
                            Institute.

                            The insurance shall be extended so as to indemnify
                            the lessor and/or the Management Company for their
                            liability for the acts and/or omissions of the
                            lessee, and this - subject to a cross liability
                            clause under which the insurance shall be deemed to
                            have been effected separately for and on behalf of
                            each of the insured individuals.

                     (d)    Employer's liability insurance for the lessee's
                            liability in respect of all employees engaged by the
                            lessee and on its behalf to a limit of liability
                            that shall not in any case be less than a total of
                            $5,000,000 (five million US Dollars) per case and
                            per period of insurance. This insurance shall not
                            contain any restriction as to contractors,
                            sub-contractors and their employees, baits and
                            poisons and any matter concerning youth employment.

                     (e)

                            1.     "INSURANCE OF THE DEMISED PREMISES" shall
                                   contain an express condition to the effect
                                   that such insurance takes precedence over any
                                   other insurance which has been effected by
                                   the lessor and/or the Management Company and
                                   whereby the lessee's insurer waives any claim
                                   of double insurance or participation in
                                   "insurance of the demised premises". The
                                   insurer also undertakes not to reduce or
                                   cancel the policies, that they shall not
                                   expire and shall be kept in force throughout
                                   the period of insurance unless at least 60
                                   (sixty) days advance notice is given by
                                   registered mail to the lessor.

<Page>

                            The lessee undertakes to update from time to time
                            the sum insured in respect of the insurance that is
                            effected pursuant to this clause and which relates
                            to the aforementioned property insurance, in order
                            that it shall constantly reflect the full value of
                            the property insured thereunder.

                     2.     The lessee declares that he shall not have any claim
                            and/or demand and/or action against the lessor
                            and/or the "Management Company" and/or against other
                            tenants of "the building" and/or of any other rented
                            premises in "the project" and/or of "the land" for
                            any damage in respect of which it is entitled to an
                            indemnity, or in respect of which it would have been
                            entitled to an indemnity but for the personal excess
                            specified in the policy, under the insurance
                            policies that the lessee undertook to effect
                            pursuant to the aforementioned clauses and/or
                            pursuant to any additional insurance which may
                            actually be effected, and the lessee hereby exempts
                            the lessor and/or the Management Company and/or all
                            the other tenants and/or occupants of the areas of
                            the project and/or in such buildings as are
                            constructed and/or will be constructed on "the
                            land", from any liability for such damage as
                            aforesaid, provided that - as regards such other
                            tenants and occupants whose tenancy or other
                            agreements confer on them rights in the building, in
                            "the project" and/or in the buildings constructed
                            and/or which are to be constructed on "the land", a
                            corresponding clause is included in favor of the
                            lessee as to exemption from such liability. The
                            foregoing provision as to exemption from liability
                            shall not apply for the benefit of a person who has
                            caused malicious damage.

                     3.     Without the need for any request on the part of the
                            lessor, the lessee hereby undertakes to furnish the
                            lessor with a certificate as to the inception of
                            insurance of the demised premises in accordance with
                            the form of "certificate of insurance of the demised
                            premises" which is attached to this agreement and
                            marked as "APPENDIX 6 AND which is signed by the
                            insurer, by no later than the date of opening of the
                            lessee's business at the demised premises, or prior
                            to the date of the entry of any property into the
                            demised premises (apart from such property as is
                            included in the works insured in accordance with
                            Clause 16 (b)(1) above), which ever shall be the
                            earlier of the 2 dates.

                            The lessee declares that he is aware that the
                            furnishing of "a certificate of insurance of the
                            demised premises" as aforesaid is a condition
                            precedent and stipulation for the opening of the
                            business of the lessee at the demised premises
                            and/or the entry of any property into the demised
                            premises (apart from such property as is included in
                            the insured works in accordance with Clause 16(b)(1)
                            above) and that the lessor will be entitled to
                            prevent the lessee from opening its business at the
                            demised

<Page>

                            premises and/or from bringing any property into the
                            demised premises in the event that such certificate
                            is not forthcoming. It is hereby emphasized that
                            failure to furnish such insurance certificate on the
                            date as required as aforesaid shall not prejudice
                            the lessee's obligations under this agreement
                            including and without prejudice to the generality of
                            the foregoing and liability to make a payment for
                            which the lessee is liable, and the lessee
                            undertakes to perform all its obligations under this
                            agreement even if it is prevented from executing the
                            lessee's works and/or from obtaining possession of
                            the demised premises and/or bringing property into
                            the demised premises and/or opening its business at
                            the demised premises, because of the failure to
                            produce such certificates on the required date under
                            the terms of this agreement.

                     4.     The lessee hereby undertakes to fulfil all the above
                            specified insurance policy conditions, to pay the
                            insurance premiums in full and on the due dates, and
                            to ensure and verify that the insurance policies of
                            the demised premises are renewed from time to time,
                            as necessary and are maintained in force throughout
                            the "letting period" and in case of exercise of "the
                            option" in accordance with the terms of this
                            agreement - also throughout the "extended letting
                            period".

                            By no later than 14 days prior to the date on which
                            the period of insurance of the demised premises
                            expires, the lessee undertakes to deposit with the
                            lessor a new "certificate of insurance of the
                            demised premises" in respect of the extension of the
                            force and effect of all such policies of insurance
                            as are specified above, for a further calendar year.
                            The lessee undertakes to repeat the production of a
                            new and updated "certificate of insurance of the
                            demised premises", on the specified dates, in every
                            year of insurance, and for as long as this agreement
                            remains in force.

                            The lessee shall, at the lessor's request, furnish
                            the lessor with a photocopy of such insurance policy
                            as has been issued to it in respect of each of the
                            insurance policies that the lessee has accepted
                            responsibility for effecting and maintaining in
                            force, as aforesaid.

                            The lessor may examine such insurance certificates
                            and/or insurance policies furnished to it by the
                            lessee as aforesaid, and the lessee undertakes to
                            make any change or amendment that may be required in
                            order to render the same compatible with the
                            lessee's obligations.

                     5.     The lessee declares and undertakes that the lessor's
                            right of inspection as regards the insurance
                            certificates and insurance policies, and the
                            lessor's right to inspect the said policies and to

<Page>

                            give instructions for amendments thereto as
                            specified above, shall not render the lessor or any
                            person acting on its behalf liable for any
                            obligation and any liability as regards such
                            insurance certificates and the said insurance
                            policies, the nature, scope and validity thereof or
                            as regards the absence thereof and nothing by virtue
                            thereof shall derogate from any obligation imposed
                            on the lessee under this clause.

                            The lessee hereby undertakes not to do or permit to
                            be done any act or omission in the demised premises
                            and/or in any of the areas of "the building" and/or
                            "the land" and including also not within any
                            constructed area on "the land", which are a
                            departure from the routine activity of the lessee as
                            defined in this agreement, which are liable to cause
                            an explosion and/or combustion and/or which could be
                            construed as increasing the costs of the insurance
                            for which the lessor and/or the Management Company
                            and/or the other tenants are liable for insurance of
                            "the building" or for the insurance of any other
                            demised premises situated in "the building" and/or
                            constructed on "the land".

                            The lessee undertakes that in the event of the
                            lessor and/or the Management Company being liable
                            for payment of additional insurance premiums beyond
                            what is usual as a result of the lessee's activity,
                            the lessee shall pay the lessor and/or the
                            Management Company, as the case may be, such
                            additional amount, immediately upon receipt of first
                            demand for the same from either of them.

                            It is hereby agreed and declared that the inception
                            of the insurance cover as provided above in this
                            agreement shall not diminish or derogate in any way
                            from the obligations of the parties under this
                            agreement.

                            For the avoidance of doubt, it is clarified that the
                            intervention of the lessor in all matters pertaining
                            to the inception of the various insurance policies
                            by the lessee, including such categories of
                            insurance and/or the determination of the limits of
                            minimum liability, shall not be construed as
                            rendering the lessor liable at all in any matters
                            pertaining to such insurance cover, its scope or
                            compatibility.

       (C)    LIABILITY FOR DAMAGE.

              1.     The lessee shall be legally liable for all loss and/or
                     damage and/or harm that is caused to the demised premises
                     and to the areas adjacent thereto and/or connected thereto
                     and/or the contents thereof and/or to any person and/or
                     corporation, including employees and/or the lessee and/or
                     any person acting on its behalf and/or to the general body
                     of customers and/or any other person stemming directly from
                     the conduct of the

<Page>

                     lessee's business at the demised premises and/or from the
                     possession and/or use of the demised premises, and/or from
                     any other act of the lessee and/or any person acting on its
                     behalf, or with its permission, including during the period
                     of execution of the lessee's works at the demised premises.

              2.     It is agreed and clarified between the parties that the
                     lessor shall bear no responsibility whatsoever for bodily
                     injury and/or damage to property of any kind that is caused
                     to the lessee's employees, customers, visitors, invitees
                     and/or any other third party, including to businesses in
                     the vicinity of the demised premises, which is caused as a
                     result of and/or because of the use of the demised premises
                     by the lessee and/or the lessee's duly authorized
                     representatives, unless such damage has been caused as a
                     result of a negligent and/or intentional act or omission of
                     the lessor and/or its duly authorized agent and/or person
                     acting on its behalf.

              3.     The lessee undertakes to indemnify the lessor for any
                     payment of damages and/or payment which he is lawfully
                     obliged to pay including damage or expense caused to it by
                     reason of a claim in proceedings brought against it, in
                     respect of any damage or loss falling within the scope of
                     the lessee's liability as specified in Clause 16(c) (1)
                     above, and this on condition that the lessor notifies the
                     lessee as soon as it becomes aware of such a claim or
                     demand as aforesaid, and affords the lessee an opportunity
                     of defending such claim and cooperates with the lessee in
                     defending the same as aforesaid.

       (D)    It is hereby agreed that wherever the expressions "the lessor"
              and/or "the Management Company" are referred to in this agreement,
              they shall also refer to the contractors and/or sub-contractors
              acting on their behalf and/or on behalf of either of them.

       (E)    It is hereby agreed that a breach of any sub-clause and/or
              sub-paragraph in Clauses 16 (a) to and including 16(c) above -
              shall be deemed to be a fundamental breach of this agreement.

PROHIBITION OF TRANSFER OF THE LESSEE'S RIGHTS IN THE DEMISED PREMISES.

17.

       (a)    The lessee shall not be entitled to transfer and/or assign its
              rights and/or obligations, wholly or partially, under this
              agreement, either directly or indirectly to any other person
              and/or legal body, without first obtaining the prior written
              consent of the lessor thereto.

       (b)    The lessee further hereby undertakes not to part with possession
              of or sub- let the demised premises or any part thereof, or permit
              the same to be sub-let or to permit the same to be used by any
              person or legal body, whether incorporated or unincorporated, or
              to share possession of the demised premises with any such person
              or body - and all - whether with or without consideration, unless
              it first obtains the previous and written consent of the lessor
              thereto.

<Page>

              Provided that notwithstanding the foregoing, the lessee shall be
              entitled to engage employees to and for the conduct of its
              business at the demised premises in accordance with the terms of
              this agreement on condition that no obligations shall thereby be
              created as regards such employees on the part of and/or as against
              the lessor, and provided further that such employees shall not
              acquire any rights whatsoever in the demised premises.

       (c)    It is hereby emphasized that the lessor is not obliged to give its
              consent to a transfer by the lessee of its rights and/or
              obligations as provided in Clauses 17 (a) and/or 17(b) above, and
              shall not be obliged to give reasons for or to explain its refusal
              of such consent. Provided that if after the first 24 (twenty-four)
              months letting of the "letting period" have elapsed, the lessee
              wishes to transfer the whole and/or part of its rights and
              obligations under this agreement to a third party, the parties
              shall conduct negotiations in good faith in connection with the
              same to the effect that under no circumstances shall the lessors
              position the worse from the standpoint as regards the rent levels
              and/or the terms of the letting in relation to those specified in
              this agreement. It is further hereby agreed in any such event the
              lessor shall be entitled, but not obliged, to recover possession
              of the demised premises for itself and to terminate the tenancy
              which is the subject of this agreement, and all at its sole and
              absolute discretion.

       (d)    A breach of Clause 17 as above and/or a breach of any of its
              sub-clauses and/or sub-paragraphs of such sub-clauses- shall be
              deemed to be a fundamental breach of this agreement.

MAINTENANCE OF THE DEMISED PREMISES

18

       (a)    The lessee hereby undertakes to use the demised premises in a
              careful and reasonable manner and to keep the structure of the
              demised premises unharmed and in proper condition throughout the
              existence of the letting which is the subject of this agreement
              and until the demised premises is returned to the lessor.

       (b)    Any breakdown or damage that is caused by the lessee, its
              employees, agents, representatives invitees, visitors, to the
              structure of the demised premises, save for reasonable and normal
              wear and tear caused by the lessee to the demised premises as a
              result of normal and reasonable use of the demised premises for
              the "object of the letting", shall be repaired by the lessee
              within a reasonable time, and at the lessee's expense.

              The lessee hereby undertakes to keep the demised premises in a
              constant good state of repair and condition and to carry out
              therein any works that are necessary from time to time in order to
              preserve the state and maintenance thereof (including the
              installations and fixtures and fittings therein) to an appropriate
              standard. All such works, including painting,

<Page>

              plastering, and renovation shall be carried out by the lessee, and
              entirely at its expense.

       (c)    In the event that the lessee does not within a reasonable time
              repair all such damage and breakdowns and faults which the lessee
              is liable to repair under the terms of this agreement, the lessor
              may repair them after having given the lessee a written extension
              of time of 7 (seven) days in which to repair them, and the lessee
              shall bear all the expenses incurred in effecting such repairs as
              are carried out at the demised premises and shall pay the same to
              the lessor and/or to the lessor's order within 7 days from the
              date of receiving receipts for such repairs that are furnished to
              him by the lessor, together with an additional handling charge of
              15% (fifteen per cent) of the total of all such expenses as are
              incidental to the execution of such repairs.

       (d)    A breach of Clause 18 as above and/or a breach of any of its
              sub-clauses and/or sub-paragraphs of Clause 18(a) to and including
              Clause 18 (c) above - shall be deemed to be a fundamental breach
              of this agreement.

       (e)    If breakdowns and faults occur during the letting period which
              stem from fair wear and tear and which prevent the reasonable use
              of the demised premises for the "object of the letting" (such as,
              but without prejudice to the generality of the foregoing, burst
              pipes in the demised premises, breakdowns in the air conditioning
              systems and/or in the electrical and water systems, and for
              reasons that are not connected with the lessee, and/or in the
              execution of the "lessee's works" at the demised premises), or
              defects that emanate from structural defects in the demised
              premises and in the building - the lessee shall give written
              notification thereof to the lessor, and as early as possible, and
              the lessor will take action to repair the same at its expense
              within a reasonable time. Where the lessor has not taken action to
              repair such fault or breakdown and has not actually repaired it
              within a reasonable time, the lessee may repair the same at the
              lessors expense, after having furnished the lessor with a written
              price quotation as to the cost of such repair, 15 days before
              carrying out the necessary repair, or as soon as possible
              beforehand in a case of an urgent repair, and shall be entitled to
              reimbursement of its expenses from the lessor, in accordance with
              the details specified in such price quotation and with the
              addition of a handling charge amounting to 15% (fifteen per cent)
              of the amount quoted in the said price quotation.

CHANGES IN THE DEMISED PREMISES.

19.

       (a)    Without derogating from the provisions of Clause 9 above, the
              lessee hereby undertakes not to make any material changes in any
              way in the structure of the demised premises, whether the same are
              by way of improvement or harmful, nor introduce any other changes
              in the demised premises (other than those which are enumerated in
              APPENDIX 3 of this agreement) without first obtaining the previous
              written consent of the lessor thereto. For the avoidance of doubt
              it is hereby agreed and clarified that the lessee shall not be
              entitled to make any changes in the external walls of the
              structure of the

<Page>

              demised premises and/or in the walls bordering premises demised to
              other tenants of the areas that are included in "the building",
              and neither shall the lessee make any other changes in the
              skeleton and/or construction pillars of the demised premises.

              The lessee hereby undertakes to exclusively to pay all such
              expenses in their entirety, without exception, as are incidental
              to the execution of the "lessee's works", as they are defined in
              Clause 9 (a) above, the changes and improvements that are
              specified in the list attached to this agreement as APPENDIX 3
              (above and hereinafter - "the works") and also including payment
              of all such expenses as are incurred by the lessee for the purpose
              of engaging architects, consultants and all kinds of
              sub-contractors and this so as to adapt the demised premises to
              the lessee's requirements as requested by the lessee. In addition
              it is hereby agreed that all the "works" specified in Appendix 3
              to this agreement shall be executed in accordance with the
              requirements of any law pertaining to the execution thereof, and
              the lessee shall be legally liable for any act, omission, damage
              and or expense incidental to the execution thereof.

              The lessor for its part hereby consents to the execution of "the
              lessee's works" and/or "the works" by the lessee. It is hereby
              clarified and agreed that subject to the provisions as the
              beginning of Clause 19 (a) above, the lessor shall not refuse,
              other than on reasonable grounds which shall be stated by the
              lessor, to consent to the making of internal changes by the lessee
              in the demised premises.

              At the end of the tenancy which is the subject of this agreement
              all "the works" and/or the aforesaid "lessee's works", and any
              changes, improvements and additions which are carried out to the
              structure of the demised premises by the lessee with the lessor's
              consent, as well as all other fixtures and fittings and systems
              which are permanently installed and/or are connected permanently
              to the demised premises (including the flooring, ceiling or walls
              thereof), shall be deemed to be the property of the lessor,
              without the lessor being required to give the lessee any
              consideration and/or pay any money for them.

              Provided that it is hereby agreed that fixtures and fittings and
              equipment which are installed in the structure of the demised
              premises by the lessee and at its sole and entire expense, and
              which can be dismantled and removed from the structure of the
              demised premises without causing any damage thereto may be
              dismantled and removed from the demised premises on condition that
              any damage caused to the demised premises as a result of such
              dismantling shall be repaired by the lessee forthwith and at the
              sole expense of the lessee.

              Subject thereto, the lessee hereby undertakes to leave in place
              all "the lessee's works" and/or "the works", changes,
              improvements, additions, and permanent connections, as aforesaid,
              provided that, on the specific request of the lessor the lessee
              shall be bound at the entire expense of the lessee to restore the
              demised premises to its former condition.

<Page>

              The obligation to restore the structure of the demised premises to
              its former condition shall not apply as regards changes in the
              structure of the demised premises which the lessor has expressly
              and in writing permitted the lessee to carry out.

              It is hereby further agreed that even if the lessee is exempted
              from the obligation to restore the demised premises to its former
              condition, in such circumstances the granting of such an exemption
              by the lessor shall not confer any right on the lessee to receive
              money and/or payment and/or other rights whatsoever from the
              lessor.

              In the event that the lessee commits a breach of any of the
              obligations specified above in this clause, the lessor shall be
              entitled to and may after giving the lessee a written extension of
              time of 7 (seven) days, to immediately restore the demised
              premises to the condition that it was in, the lessor shall be
              bound to restore the demised premises in accordance with the
              foregoing provisions of this clause, and this at the lessee's
              expense, and the lessor shall also be entitled to claim an
              additional 15% (fifteen per cent) from the lessee of the total of
              all the expenses incidental thereto and which shall be paid to the
              lessor as a refund of expenses in respect of the lessor's handling
              of the restoration of the demised premises to its former
              condition. The lessee shall also be liable for any direct damage
              that is caused to the demised premises and/or sustained by the
              lessor as a result of the execution of "the works" and changes as
              aforesaid.

       (b)    Subject to the provisions of Clause 19(a) above it is hereby
              agreed that all "the lessee's works" and/or the "works" as well as
              any alteration addition renovation repair etc. that is done and/or
              made by way of permanent connection to the structure of the
              demised premises shall be deemed to be the lessor's property,
              without the lessee being entitled to receive any money in respect
              thereof from the lessor. In addition, if the lessee is requested
              by the lessor to remove the same and to restore it to its previous
              condition, the lessee shall do so at its expense and upon first
              demand from the lessor.

       (c)    Upon termination of the validity of this agreement for any reason
              whatsoever the lessee shall return the demised premises to its
              former condition as the same is described in the "Minute of
              Delivery" all as specified in Clause 8 (g) of this agreement,
              provided that this shall be subject to the foregoing provisions of
              Clauses 19(a) and 19(b). The demised premises shall be returned
              taking into account fair wear and tear that has occurred as a
              result of normal and reasonable use of the demised premises in
              accordance with the terms of this agreement.

       (d)    For the avoidance of any doubt it is hereby agreed and emphasized
              that the lessee shall not be entitled, at the end of the letting
              which is the subject of this agreement, to any payment at all from
              the lessor in respect of money that the lessee has spent in
              connection with the execution "the lessee's works" and/or "the
              works" and/or in connection

<Page>

              with changes and/or additions and/or renovations and/or
              improvements and/or in connection with the repair of damage and
              any breakdowns and faults that have occurred in the demised
              premises and/or "the building" during the existence of the tenancy
              under this agreement.

       (e)    A breach of Clause 19 above and/or a breach of any sub-clause or
              sub-paragraph thereof shall be deemed to be a fundamental breach
              of this agreement.

VACATION OF THE DEMISED PREMISES.

20

       (a)    Without derogating from the foregoing provisions of Clause 19, the
              lessee hereby undertakes to vacate the demised premises at the end
              of the letting which is the subject of this agreement, including
              in a case of THE LAWFUL termination of the tenancy which is the
              subject of this agreement or rescission of the agreement by the
              lessor in such circumstances as confer the right to do so on the
              lessor, and to return the demised premises to the lessor vacant
              and free of any person or object, in good condition, and in a
              proper and useable state, as it was received in accordance with
              the "Minute of Delivery" referred to above, and having regard to
              normal and reasonable wear and tear, provided that the demised
              premises shall include all the "works" executed in accordance with
              the lessee's obligations specified in this agreement and all such
              changes, improvements and additions as have been made and added by
              the lessee to the structure of the demised premises with the
              permission and consent of the lessor, and all such items, fixtures
              and fittings and systems as have been installed in the demised
              premises and connected thereto permanently during the execution of
              "the works" and subsequently.

              Provided that the lessee shall be entitled to remove from the
              demised premises such fixtures fittings and equipment as it has
              installed in the demised premises and which are capable of being
              dismantled and removed without causing any damage to the demised
              premises.

       (b)    An inspection of the demised premises shall be carried out by the
              lessor (or by its representative) 60 (sixty) days before the
              demised premises is returned to the lessor by the lessee, and a
              list shall be prepared in conjunction with the lessee, of repairs
              for which the lessee is liable, including repairs to damage and
              faults and/or repairs and changes pertaining to the restoration of
              the demised premises to its former condition as provided in this
              agreement, and taking into account fair and reasonable wear and
              tear that has occurred to the demised premises as a result of
              normal, careful and reasonable use thereof by the lessee
              (hereinafter - "the repairs") and the value of such repairs shall
              be determined in the aforesaid list. In the event of disputes
              regarding the repairs and the expense of carrying them out - the
              same shall be decided by a qualified land assessor who shall be
              appointed by joint agreement between the two parties and in the
              absence of such agreement within 10 days from one of the parties
              requesting the same of the other - by a land assessor as aforesaid
              who shall be appointed by the Head

<Page>

              of the Israel Institute of Land Assessors upon the application of
              one of the parties and/or upon the joint application of both
              parties.

       (c)    The lessee hereby undertakes to execute all such repairs for which
              he is liable according to the list referred to above in Clause 20
              (b), to the satisfaction of the lessor, and to do so by the date
              on which the demised premises is vacated in accordance with the
              provisions of this agreement.

       (d)    In any case in which the lessee does not carry out the repairs by
              the date on which the demised premises are vacated under the terms
              of this agreement - they shall be carried out by the lessor at the
              lessee's expense, and the lessor shall commence to carry them out
              at such time as is possible in practice depending upon the
              position as regards possession of the demised premises
              (hereinafter - "the date of commencement of the repairs"), in such
              a case the period of the repairs shall be deemed to have commenced
              from "the date of commencement of the repairs" and in the event
              that the same extends beyond the date of termination of the
              tenancy under the provisions of this agreement - the lessee shall
              be deemed not to have vacated the demised premises on time during
              the continuation of such excess period, and the provisions of
              Clause 21 hereafter shall apply throughout such excess period.

              If such repairs are executed by the lessor, the lessee shall be
              liable to pay to the lessor an additional handling charge
              amounting to 15% (fifteen per cent) of the total of all the
              expenses that are incidental to the execution of such repairs.

       (e)    A breach of any of the obligations specified above in Clause 20
              and/or in any sub-clause and/or sub-paragraph thereof, shall be
              deemed to be a fundamental breach of this agreement.

FAILURE TO VACATE THE DEMISED PREMISES ON TIME.

21.

       (a)    Where the lessee does not vacate the demised premises at the end
              of the tenancy which is the subject of this agreement and/or where
              the lessee does not perform its obligations in accordance with the
              foregoing provisions of Clause 20, then in addition, and without
              prejudice to all such relief and remedies to which the lessor is
              entitled by law and/or under this agreement, the lessee shall pay
              the lessor in respect of all such further period in which it
              continues in possession of the demised premises, and in respect of
              the excess period referred to above in Clause 20 (d), a rent of an
              amount that is equivalent to twice the amount of the rent last
              paid by the lessee to the lessor for the corresponding period
              throughout such additional period or the aforesaid excess period.

              Both parties declare that the aforesaid amount constitutes agreed
              compensation which has been determined jointly and in advance in
              good faith by both parties to this agreement and after both
              parties had evaluated

<Page>

              such amount as being the damage caused to the lessor as a result
              of default or lateness occurring in the vacation of the demised
              premises by the lessee.

       (b)    For the avoidance of any doubt it is hereby expressly declared
              that nothing in the foregoing provisions of this clause shall be
              construed as any waiver of the lessor's rights and/or as agreement
              to such default or lateness of the lessee in any way in vacating
              the demised premises. Vacation of the demised premises on time and
              its actual return to the possession of the lessor are of the
              essence of this agreement and upon the termination or expiration
              or LAWFUL rescission of the tenancy as provided in Clause 20 of
              this agreement, the lessor shall be entitled to evict the lessee
              forthwith from the demised premises.

       (c)    A breach of Clause 21(a) and/or Clause 21(d) above shall be deemed
              to be a fundamental breach of this agreement.

PAYMENTS OF TAXES AND EXPENSES

22.    All such taxes, expenses and all such other payments that are applicable
       to the demised premises, the use thereof and to the letting under this
       agreement, shall be the responsibility of and be paid as follows:

       (a)    1.     Property tax if applicable, and/or any other tax which is
                     at the date of signature of this agreement, lawfully levied
                     on the owners of rented premises who are not in possession
                     of the demised premises - shall be the liability of and be
                     paid in full by the lessor.

              2.     Subject to the foregoing provision of Clause 22 (a)(1) the
                     lessee hereby undertakes that with effect from the date on
                     which actual possession of the demised premises is
                     delivered to it (including all such areas as are
                     appurtenant thereto, including the parking places referred
                     above in Clause 7) under the terms of this agreement, the
                     lessee will pay all such taxes, fees, municipal taxes,
                     compulsory payments levies and other payments of any kind,
                     whether they be of a governmental or of a municipal or any
                     other nature which currently apply and/or will in future
                     lawfully apply, and at such rate as shall be lawfully
                     applicable from time to time, and which apply throughout
                     the "letting period" and in the event of exercise of "the
                     option" by the lessee - also throughout the "extended
                     letting period", as regards an occupier and/or user of
                     premises let on an unprotected tenancy, and which relate to
                     the demised premises and/or to the use thereof and/or to
                     the occupation of the demised premises throughout the
                     "letting period" and in the event of exercise of "the
                     option" by the lessee - also throughout the "extended
                     letting period", and/or that apply in respect of the
                     letting which is the subject of this agreement, and this on
                     the lawful dates for the making of such payments.

                     The lessee will also bear all such expenses, of whatever
                     nature, that are incidental to the possession of the
                     demised premises and the systems contained therein, and to
                     possession of all the permanent systems that are to be
                     installed therein and/or which are to be assembled and/or

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                     constructed in the demised premises by the lessor and/or by
                     the lessee, whether prior to the commencement of the
                     "letting period" or during the existence of the letting
                     which is the subject of this agreement, and all as the case
                     may be, and without prejudice to the generality of the
                     foregoing, the lessee will bear payment of all the ongoing
                     expenses for electricity, general rates, water rates,
                     (including for ongoing drainage and sewage charges) that
                     relate to the demised premises and/or the proportionate
                     share of the lessee in "the building" (hereinafter - "the
                     payments"). The lessee shall, at its own expense, install a
                     separate electricity meter in the demised premises, and a
                     separate water meter within 14 days from the date of
                     receiving possession of the demised premises and within
                     such 14 days the lessee shall take action to register
                     itself with the electricity company and the local authority
                     as the occupier of the demised premises and as the party
                     with sole responsibility for all the payments, including
                     payments of such taxes and municipal rates as are
                     applicable in respect of the use and occupation of the
                     demised premises by the lessee throughout any period during
                     the subsistence of the letting which is the subject of this
                     agreement.

                     In addition the lessee will bear A PROPORTIONATE SHARE of
                     all such taxes, municipal taxes, fees, levies, compulsory
                     payments and all other payments as are imposed and/or apply
                     because of the ongoing maintenance of the public areas that
                     are included in "the building" and in "the industrial park"
                     and including, but without exception, payments of general
                     rates to the local authority for the aforesaid areas in the
                     proportion that the area of the demised premises building
                     bears to the total areas that are included in "the
                     building" and/or the "industrial park", as the case may be.

                     The Electricity Company shall effect the supply of
                     electricity to the demised premises after the lessee signs
                     a "customer agreement". For its part the lessee hereby
                     undertakes to make payment direct to the Electricity
                     Company on time in an orderly manner of all electricity
                     bills pertaining to the demised premises and/or the use
                     thereof by the lessee, and this in addition to the lessee's
                     obligation to pay the lessor and/or "the Management
                     Company" its proportionate share according to the area of
                     the demised premises of such electricity bills as relate to
                     "the public areas" of Beit Hermon and of "the industrial
                     park".

                     For the avoidance of doubt it is hereby agreed that subject
                     to "Beit Hermon" being lawfully connected to the National
                     Electricity Grid the lessee hereby waives any claim on any
                     grounds and any complaint and/or demand of any kind that it
                     might have against the lessor and/or against the
                     "Management Company" and/or against their representatives
                     in all matters relating to the failure to supply
                     electricity to the demised premises and/or as a result of
                     disruptions and/or stoppages in the supply of electricity
                     to the demised premises. It is clarified that the foregoing
                     shall only apply in a case in which such failure of
                     electricity supply is due to reasons that are outside the
                     lessor's control.

<Page>

                     Provided that it is hereby emphasized and agreed that the
                     lessee shall not be entitled to ask the Electricity Company
                     to increase the electrical connection to the demised
                     premises without receipt of prior and written approval from
                     the lessor, or beyond such approval - if the same is
                     granted.

              3.     Alternatively, it is hereby agreed that the lessor shall be
                     entitled to and may request the lessee to make the payments
                     referred to in Clause 22 (a)(2) above wholly or partially
                     to the lessor direct, by virtue of a notice of charge that
                     is sent by the lessor to the lessee and which shall include
                     the amounts of such requested payments, the method of
                     calculating the same and the last date for payment thereof
                     which shall not be less than 15 (fifteen) days and which
                     shall be counted from the date of dispatch of such notice.

                     Any payment that is made by the lessee to the lessor in
                     accordance with the foregoing shall be paid by the lessee
                     to the lessor with the addition of lawful VAT. The lessor
                     shall furnish the lessee, following the making of such
                     payment, with a lawful tax invoice.

              4.     The lessee undertakes to produce to the lessor from time to
                     time at the lessor's written request, true photographic
                     copies of all such receipts and/or certificates as are
                     evidence that the lessee has indeed made such payments for
                     which he is liable under this agreement and upon the
                     termination of the letting which is the subject of this
                     agreement, the lessee undertakes to pass to the lessor at
                     its request all the original receipts and/or bills and/or
                     clear photographic copies of such documents. The lessee
                     undertakes to produce to the lessor at its written request
                     photocopies of receipts and/or certificates that are
                     evidence of payments made by the lessee following the
                     expiration of the "letting period", and in the event of
                     exercise of "the option" by the lessee, also in respect the
                     aforesaid payments that have been made by the lessee after
                     the expiration of the "extended letting period".

              5.     If the lessor, for any reason makes any payment which it is
                     compelled to pay, under the terms of this agreement, and
                     which is the lessee's responsibility, and which the lessee
                     has not paid despite receiving a 14 days advance written
                     warning to pay it, the lessee shall be bound to reimburse
                     the lessor with any amount that is paid by the lessor as
                     aforesaid immediately upon first demand of the lessor in
                     writing to the lessee, with the addition of late payment
                     interest at such rate as is prescribed in Clause 12(d)
                     above, and this from the date of payment by the lessor and
                     until the date on which the lessor is actually reimbursed.

                     The provisions of this Clause shall apply MUTATIS MUTANDIS,
                     in a case where the lessee makes a payment which he is
                     obliged to make under the provisions of this agreement and
                     for which the lessor is responsible and which the lessor
                     has refrained from paying notwithstanding having received a
                     prior written warning of at least 14 days.

<Page>

              6.     Where such payment as aforesaid has become due in respect
                     of a full year of which only part thereof falls within the
                     "letting period" and/or "the extended letting period" as
                     the case may be, the lessee shall pay the proportionate
                     part of the aforesaid payment which is referable to the
                     period in which the lessee ACTUALLY rented the demised
                     premises from the lessor.

              7.     Subject to the foregoing provisions of Clause 22(a)(1) and
                     for the avoidance of doubt, it is clarified and agreed
                     between the parties that if following the lessor's
                     signature of this agreement the lessor is rendered liable
                     as owner of the demised premises and/or Beit Hermon and/or
                     the land, and/or on the letting which is the subject of
                     this agreement, for taxes, municipal taxes, levies or
                     compulsory payments pertaining to the demised premises
                     and/or to "Beit Hermon" and/or to "the land" and which were
                     not levied at the time of signature of this agreement
                     (hereinafter - "THE ADDITIONAL TAXES") the lessor shall be
                     entitled to require the lessee to pay or to reimburse it
                     with one half (1/2) of all the "additional taxes" that are
                     imposed on the demised premises or one half (1/2 ) of such
                     proportionate part of the "additional taxes" as relate to
                     the demised premises, as the case may be, in addition to
                     the rent and all the other payments for which the lessee is
                     liable under the terms of this agreement, other than where
                     the relevant law explicitly and directly excludes the right
                     of the lessor to charge the lessee with the full payment
                     thereof.

                     In addition, it is hereby agreed and clarified that if it
                     becomes evident that the charging of the lessee with
                     payment of one half as aforesaid of the "additional taxes"
                     will exceed 20% (twenty per cent) of the rent which the
                     lessee is liable to pay to the lessor under the terms of
                     this agreement, in such a case the lessor will be
                     responsible for payment of such of the lessee's proportion
                     of payment of the "additional taxes as EXCEEDS a sum that
                     is equivalent to 20% of the rent which the lessee is liable
                     to pay to the lessor under the terms of this agreement.

                     The foregoing provisions of Clause 22(a) (6) shall apply
                     MUTATIS MUTANDIS in relation to this sub-paragraph.

                     It is further hereby clarified that an increase in the
                     income tax rates that applies to the lessor due to the
                     receipt of rent from the lessor - shall not be deemed to be
                     an imposition of "additional taxes".

              8.     For the avoidance of doubts it is hereby clarified and
                     agreed that betterment levy in respect of the receipt of
                     additional building rights for "Beit Hermon" and/or
                     development levies that are imposed on "Beit Hermon" such
                     as for the surfacing of a highway, sidewalk, for drainage
                     and sewage - shall be the liability of the lessor and shall
                     paid in full by the lessor.

       (b)    It is further hereby agreed that all the remaining payments,
              without exception, including payment of taxes and such other
              expenses as are incidental to the

<Page>

              conduct of the lessee's business at the demised premises, and
              inclusive of business tax, if applicable, and also signboards tax,
              shall be the responsibility of and be paid by the lessee in full
              on the due dates.

       (c)    The lessee hereby undertakes to pay in full and on the due dates,
              all such payments, without exception, as are incidental to the use
              and./or maintenance of telephone subscriber lines that are
              installed, if any, in the demised premises by the lessor, and this
              for the duration of any period of the letting which is the subject
              of this agreement, and until the demised premises is vacated by
              the lessee and returned to the possession of the lessor.

              In addition, the lessee hereby undertakes to keep the said
              telephone subscriber lines in proper working order and to return
              them to the lessor at the end of the letting which is the subject
              of this agreement in good working order and fit for immediate use.

              Provided always and it is hereby agreed that nothing by virtue of
              the foregoing shall be construed as obligating the lessor to
              install any telephone lines in the demised premises.

              The lessee shall be entitled entirely at its own expense to
              install subscriber telephone lines in the demised premises in
              accordance with its requirements.

              Such telephone lines as are installed in the demised premises by
              the lessee at its expense shall belong solely to the lessee and
              the lessee shall be entitled to remove them from the demised
              premises at the end of the letting which is the subject of this
              agreement.

       (d)    Value Added Tax which applies to and/or will in future apply to
              the letting and/or to any other payment including management fees
              and payment for electricity consumption which the lessee will be
              liable to pay to the lessor under this agreement and any amount
              that is lawfully applicable from time to time shall be the
              liability of and shall be paid in full on the due date by the
              lessee.

              For the avoidance of any doubt it is hereby emphasized and agreed
              that the lessee will pay the full amount of Value added Tax that
              applies in respect of payments of rent due to the lessor under
              this agreement, at such rate as is lawfully applicable from time
              to time, by and no later than 2 (two) days prior to the date on
              which the lessor is liable by law to pay the VAT to the Value
              Added Tax Authorities.

              For the avoidance of doubt it is hereby agreed that the check in
              payment of the said VAT shall be delivered to the lessor together
              with payment of the rent, provided that the date for payment of
              such check shall be as specified above.

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              For the avoidance of any doubt it is agreed and emphasized that
              VAT as aforesaid shall be added to the rent referred to above in
              Clause 12 and in the sub-clauses thereof.

              In respect of additional payments as to which the lessee will be
              liable for VAT to the lessor in accordance with the terms of this
              agreement and all the Appendices thereto, the lessee shall pay the
              full amount of such VAT for which he is liable from time to time
              and at such rate as shall be applicable from time to time, on the
              date that he is liable to make the relevant payment in respect of
              which he will also be liable as aforesaid for payment of VAT.

              In respect of all the aforementioned payments referred to in this
              sub-clause, which are to be paid by the lessee to the lessor, the
              lessee shall receive a lawful tax invoice duly issued by the
              lessor.

       (e)    At the time of signature of this agreement the lessee hereby
              undertakes to sign "THE MANAGEMENT AGREEMENT" which is attached to
              this agreement as APPENDIX 8 AND which shall regulate the
              management of the demised premises, of "the building" of which the
              demised premises forms part, and of "the land" and "the project"
              and all that is built and/or is to be built thereon. The
              undertaking by the lessee to sign the "Management Agreement" which
              is attached as APPENDIX 8 to this agreement, constitutes a
              condition precedent to this agreement coming into force (above and
              hereinafter "THE MANAGEMENT AGREEMENT").

              For the avoidance of any doubt it is hereby agreed and clarified
              that the lessor reserves the right to require the lessee to sign
              the aforesaid "Management Agreement" whether the management is
              undertaken by the lessor itself or through a company that it
              controls and/or is controlled by its shareholders, or through any
              other body (above and hereinafter in this agreement - "the
              Management Company").

              The lessee for its part undertakes to sign "the Management
              Agreement" and to perform all its obligations thereunder,
              including payment of expenses and/or management fees, and this in
              addition to and without prejudice to its obligation to pay the
              rent in full and such other payments as apply to and/or will apply
              to the lessee under the terms of this agreement.

              The lessee hereby declares that it is aware that under the
              aforesaid "Management Agreement" it will undertake, INTER ALIA, to
              pay maintenance and management fees to the lessor and/or to
              whoever is managing the maintenance of "the building", "the
              project", and "the land" and/or to "the Management Company" which
              is to manage "the building" and/or the project and/or "the land",
              wholly or in part, and this in accordance with such terms as are
              specified in "the Management Agreement".

              The said maintenance fees and management fees shall consist of the
              amount of all such costs and expenses as are incurred by the
              "Management Company" in providing the services that are the
              subject of "the

<Page>

              Management Agreement" with the addition of management fees at a
              rate of 15% (fifteen per cent), meaning - cost + 15%.

              It is hereby clarified and agreed that management fees in
              accordance with the "the Management Agreement" which apply during
              the first 29 (twenty nine) months of the "the letting period"
              shall not exceed a monthly total in NIS that is equivalent to a
              monthly total of $2.75 (two Dollars and seventy five cents US) per
              1 square meter of the demised premises, with the addition of
              lawful VAT. Provided that it is hereby emphasized and agreed that
              there shall be added to the said management, fees payments for
              full consumption of electricity that is required for the operation
              of the air conditioning systems that are installed in the demised
              premises and/or which are associated with the same.

              The undertaking of the lessee to sign the "Management Agreement"
              and to perform all the terms and provisions thereof on time shall
              be treated as also constituting a contractual obligation for the
              benefit of a third party, namely for the "Management Company".

       (f)    The expenses of stamping this agreement shall be the liability of
              and shall be paid in full by the lessee.

       (g)    A breach of any of the Clauses 22 (a) and 22(f) above shall be
              deemed to be a fundamental breach of this agreement.

MANAGEMENT OF THE BUILDING AND INSPECTION OF THE DEMISED PREMISES.

23

       (a)    The lessee hereby declares that it acknowledges the supreme
              importance that the lessor attributes to the management of "the
              demised premises", "the project" and "the land", and to the proper
              maintenance thereof.

              The lessee accordingly hereby declares that it is aware that the
              provisions of the "Management Agreement" as updated from time to
              time by the lessor shall apply to the general body of tenants and
              occupants of "the building".

              The lessee hereby undertakes to fully perform as required, all the
              provisions of the "Management Agreement" and/or any instruction,
              directive, permit and/or prohibition that applies or shall from
              time to time apply in respect of "the building" and/or in respect
              of "the land" and/or in respect of all such rented premises as are
              contained in "the building" and/or which are let by the lessor in
              the areas of "the land" and/or as regards the use thereof,
              including any repair and/or alteration therein as shall be
              prescribed from time to time at the sole and absolute discretion
              of the lessor and/or the "Management Company" and provided that
              none of the same shall disturb the ongoing functioning of the
              demised premises during such normal working hours as shall be
              prescribed by the Management Company, and provided further that
              the rights of the lessee under this agreement shall not be
              materially prejudiced.

<Page>

              The lessee shall use its best endeavors in order to ensure that
              neither it nor those acting for and/or on its behalf, without
              exception, shall act in contravention of the provisions of the
              "Management Agreement" and/or the instructions of the "Management
              Company".

       (b)    The lessee hereby undertakes to permit the lessor and/or its
              representatives to enter the demised premises at reasonable times
              to inspect the state and condition of the demised premises, and
              for the passage through the demised premises of pipes, wiring and
              systems belonging to "Beit Hermon" (subject to the obligation of
              the lessor and/or the Management Company to take action entirely
              are their own expense to restore the demised premises to its
              former condition), and also to carry out such repairs to the
              demised premises as are specified above in this agreement and/or
              in the "Management Agreement", and all this during normal working
              hours and in prior coordination with the lessee provided that the
              affording of reasonable use of the demised premises by the lessee
              shall not thereby be prejudiced.

              In addition it is agreed that the lessor and/or its duly
              authorized agents shall be entitled to enter the demised premises
              at reasonable times during normal working hours and with prior
              coordination with the lessee, in order to show the demised
              premises to third parties who are interested in renting and/or
              purchasing the same.

       (c)    It is hereby agreed that the placement and/or fixing of any
              signboards on "the building" and/or on "the demised premises"
              and/or on "the land" including directional signs and/or signs
              advertising the lessee's business at the demised premises - shall
              require prior and written approval of the lessor and of its
              signboard consultants and/or of the Management Company.

              The right of the lessee to place signboards in the demised
              premises building shall be in accordance with the specifications
              in "THE SIGNBOARDS APPENDIX" which is attached to this agreement
              as APPENDIX 9.

       (d)    A breach of Clause 23(a) and/or of Clause 23(b) and/or of Clause
              23 (c) above shall be deemed to be a fundamental breach of this
              agreement.

TRANSFER OF RIGHTS IN THE DEMISED PREMISES.

24     The lessor, and only the lessor may transfer its rights under this
       agreement, either wholly and/or in part, to such other persons or bodies
       as it shall see fit, but this is on the express condition that the same
       shall not prejudice the rights of the lessee under the terms and
       provisions of this agreement.

BREACH OF CONTRACT BY THE LESSEE

25.

       (a)    If the lessee commits a breach of and/or fails to perform any one
              of the fundamental terms of this agreement, and in particular if
              the lessor does not pay within 10 (ten) days from the date
              prescribed for the payment thereof, any amount and/or other
              payment that the lessee is obliged to make under

<Page>

              the provisions of this agreement, the lessor, after giving the
              lessee 14 (fourteen) days written warning notice to remedy the
              breach, shall be entitled to rescind this agreement, claim the
              immediate evacuation of the demised premises by the lessee and the
              return of possession of the demised premises to the lessor. The
              lessor shall be entitled to let the demised premises to another
              person or person and nothing by virtue thereof shall be construed
              as canceling the lessee's obligation to continue to pay the rent
              at the rate specified in Clause 21(a) above until the demised
              premises is let to such other person or persons an/or for payment
              of the difference in the rent in the event that the demised
              premises are let to such other person or persons for an amount of
              rent that is lower than the rent paid by the lessee.

              Nothing by virtue of the generality of the foregoing shall
              prejudice any right of the lessor to claim the enforcement of the
              provisions of this agreement and to claim and obtain from the
              lessee in any event, compensation for damage of any kind caused to
              the lessor as a result of such breach of the agreement by the
              lessee.

       (b)    In the event that the lessee does not make any of the payments
              that he is liable to make under the provisions of this agreement,
              on the due date thereof, and also refrains from paying the same
              notwithstanding receipt from the lessor of a 14 (fourteen) days
              written warning notice to pay it, the lessor shall be entitled to
              make any such payment instead of the lessee and the lessee shall
              reimburse any such payment to the lessor immediately on receiving
              first demand from the lessor for such payment and against
              presentation of a receipt as to the actual making of such payment
              by the lessor.

              For the avoidance of doubt it is hereby declared that nothing in
              the provisions of this sub-clause shall be construed as creating
              any obligation on the part of the lessor to make any such payment
              instead of and/or on behalf of the lessee.

       (C)    Notwithstanding the foregoing it is agreed between the parties
              that a delay of up to 10 (ten) days in making any payment shall
              not constitute a fundamental breach of this agreement. Subject
              thereto, a breach of Clause 25 (a) and/or 25 (b) above shall be
              deemed to be a fundamental breach of this agreement.

26.    Without prejudice to and/or in derogation of the lessor's rights under
       this agreement, and in addition to all such remedies as are prescribed
       therein, it is hereby agreed that the happening of one or more of the
       following events shall be deemed to be of the essence of and a
       fundamental breach of this agreement in respect of which the lessor may,
       at its sole and absolute discretion, terminate the tenancy under this
       agreement, and demand the immediate evacuation of the lessee from the
       demised premises, and all this without prejudice to the lessee's
       obligation to comply with the obligations under this agreement and the
       lessee undertakes to vacate the demised premises and return it to the
       lessor immediately upon first demand from the lessor to do so, and all
       this so that the demised premises shall be vacant of any person or
       object, in good condition


<Page>

       taking into account normal and reasonable wear and tear and subject to
       the performance of all the other terms and provisions of this agreement:

       (a)    If the lessee does not make a payment of rent on the due date for
              payment thereof. (Provided that a delay in payment, which does not
              exceed 10 days from the prescribed date of payment, shall not
              entitled the lessor to exercise the right to evict the lessee from
              the demised premises).

       (b)    If a receiver or a receiver and manager is appointed (temporary or
              permanent) for the business and/or material property of the lessee
              or any material part thereof, and such appointment has not been
              revoked within 90 (ninety) days.

       (c)    If a liquidator (temporary or permanent) is appointed for the
              lessee and such appointment has not been revoked within 90
              (ninety) days.

       (d)    If the lessee grants a right of use of the demised premises or any
              part thereof to any third party contrary to the terms and
              provisions of this agreement

       (e)    If the lessee commits a fundamental breach or does not fulfil one
              or more of the terms or provisions or clauses of this agreement
              and has not remedied such breach within 21 (twenty one) days from
              the date on which a written warning demanding that he do so, is
              sent to the lessee by the lessor.

       (f)    If the lessee does not actually conduct its business at the
              demised premises in accordance with the "object of the letting"
              for a period that exceeds 90 (ninety) days.

BANK GUARANTEE.

27.    On the occasion of the signing of this agreement the lessee hereby
       undertakes to deposit with the lessor, an unconditional and unqualified
       autonomous bank guarantee of a recognized bank lawfully operating in
       Israel. Such guarantee will not be negotiable and/or transferable and/or
       capable for assignment to a third party, and shall be made out in favor
       of the lessor only.

       Such bank guarantee shall be for the principle sum of NIS 937,377 (nine
       hundred and thirty seven thousand three hundred and seventy seven New
       Shekels) (equivalent to the principle sum of rent for the first 9 (nine)
       months of the letting with the addition of lawful VAT. Such bank
       guarantee shall be linked to rises that occur in the Consumer Prices
       Index in the relation that such rise in the Consumer Prices Index known
       at the time of the realization of the guarantee bears to the amount of
       the "base index" as defined in Clause 13(a) above (hereinafter - "THE
       BANK GUARANTEE").

       The "bank guarantee shall continue to remain in force throughout the
       "letting period" plus a further 3 (three) calendar months.

<Page>

       If the lessee exercises "the option" and the "letting period" is extended
       for the "extended letting period" then by the time that 6 (six) full
       months of the letting remain until the end of "the letting period" the
       lessee shall furnish the lessor with a written extension to the validity
       of the "bank guarantee" for the duration of the "extended letting period"
       with an additional 3 (three) calendar months.

       In any case of lawful rescission of this agreement whether in accordance
       with the provisions thereof or by law, the bank guarantee shall be
       returned to the lessee within 90 days from the date of such lawful
       rescission of this contract.

       All such expenses, without exception, and including expenses of stamping
       and bank commissions that are charged for and/or in connection with the
       issue and/or extension of the validity of "the bank guarantee" - shall be
       the liability of and shall be paid for in full by the lessee.

       It is hereby emphasized and agreed between the parties that "the bank
       guarantee" shall be a financial, autonomous, unconditional and
       unqualified guarantee, capable of immediate realization. It is hereby
       agreed and clarified that the lessor shall be entitled to demand the
       immediate payment of the "bank guarantee" wholly or partially, in any
       case of a fundamental breach of this agreement by the lessee, provided
       that the lessor shall give the lessee A WRITTEN warning of its intention
       to realize such "bank guarantee" at least 15 (fifteen) days in advance.

       It is hereby agreed that a breach of this Clause shall be deemed to be a
       fundamental breach of this agreement.

GUARANTORS OF THE AGREEMENT.

28.    THIS CLAUSE IS CANCELLED.

ADDITIONAL BUILDING RIGHTS OF THE LESSOR AND ADDITIONAL OBLIGATIONS OF THE
LESSEE.


29     The lessee hereby declares confirms and undertakes as follows:

       (a)    That it has been informed by the lessor that the demised premises
              forms part of "Beit Hermon" which is built on "the land" in the
              "industrial park" and which forms an additional stage of a wide
              ranging construction project which includes, INTER ALIA,
              commercial buildings which have already been constructed by the
              lessor as part of STAGE 1 of the project, and other buildings
              which the lessor is considering in the future on "the land" in the
              "industrial park", and also including, if permitted by law basic
              improvements and/or extension and/or enlargement of "Beit Hermon"
              itself.

              The lessor for its part undertakes to afford proper safe and
              reasonable access for the lessee and its customers to the demised
              premises also during the course of such construction, if and when
              the same is carried out on "the

<Page>

              land" in the "industrial park", in order that the demised premises
              can be used in accordance with the "object of the letting".

              The lessee for its part hereby finally completely, fully and
              absolutely waives any claim and/or demand and/or action pertaining
              to and/or incidental to the enlargement of "Beit Hermon" and/or
              such additional construction including also arising by reason of
              inconvenience or nuisance or disturbance of the use of the demised
              premises in accordance with the "object of the letting" which is
              liable to be caused to the lessee as a result thereof but this is
              on condition that the lessee shall not be denied the opportunity
              of making reasonable use of the demised premises throughout the
              "letting period" and subject to the lessee's rights under this
              agreement not being thereby prejudiced.

              The lessee shall be precluded from making a claim against the
              lessor and the lessor's agents and/or representatives in respect
              of the execution of such building works subject to the foregoing
              provisions of this clause.

       (b)    Subject to the lessee's rights under this agreement not being
              prejudiced it is hereby agreed between the parties that the lessor
              shall be entitled to and may, without receiving any consent from
              the lessee, make changes in "the building" and/or additional
              construction to "the building" and/or "the land", provided that
              this shall be on condition that nothing by virtue of the same
              shall constitute a continuing and/or unreasonable disturbance to
              the management of the lessee's business at the demised premises in
              accordance with the "object of the letting".

              In addition it is hereby agreed and clarified that the roof of
              "the building" an/or of the demised premises and/or the roof of
              the car park on level 7.36 of "Beit Hermon" (hereinafter - "the
              parking level"), and the forecourt areas and parking area which is
              not included within the area of "the building" marked yellow in
              Appendix 1 and/or which are not included in the area marked in
              orange color in Appendix 2 -1 of this agreement are not let to the
              lessee and do not form part of the common property for all
              occupants and/or tenants of the units in "the building", and that
              the lessor may and shall be entitled to use such areas at its sole
              and absolute discretion as well as the those appurtenances to
              particular areas and/or particular rented premises forming part of
              "Beit Hermon" and/or in "the project". It is further hereby agreed
              that the lessor shall be entitled to and may construct, on the
              roof of the building and/or on the parking level, any additional
              construction that it is lawfully permitted by the competent
              authorities to build. The lessor shall also be entitled to and may
              place, on the roof of the building and/or on the parking level
              and/or the roof of the parking level, installations and ancillary
              equipment, such as air conditioning installations, emergency
              generators, aerials, compressors, signboards and advertising
              installations and so forth, and may also make other reasonable use
              of the building and/or the parking level, all at the sole and
              absolute discretion of the lessor, and all on condition that the
              lessee's rights under this agreement shall not be materially
              affected.

<Page>

              It is further hereby agreed and clarified that the lessor shall be
              entitled to assign the use and/or purpose of the parking level to
              a floor that is designated for other permitted uses and/or which
              will be permissible under the CBP but this on condition that the
              lessor makes alternative parking places available to the lessee
              and in accordance with the foregoing provisions of Clause 7.

              The lessee for its part hereby undertakes not to disturb and/or
              prevent the lessor from using the forecourt areas and the
              aforesaid parking areas. The lessee also undertakes not to disturb
              the lessor in the execution of such construction works and/or in
              such use as the lessor makes of the roof of the "building", other
              than if the execution of such construction works constitutes a
              continuous and/or unreasonable disturbance of the conduct of the
              lessee's business in the demised premises in accordance with the
              "object of the letting".

       (c)    The lessee declares that it is clear that neither the lessee nor
              any of those acting for and/or on its behalf, without exception
              shall be entitled to make any use whatsoever of parts and/or areas
              of the building and/or areas of the land and/or areas in the
              industrial park which are not included in the demised premises in
              the areas appurtenant thereto as defined in this agreement without
              first obtaining the previous consent in writing to do so from the
              lessor.

       (d)    The lessee declares that it will indemnify the lessor immediately
              upon receipt of first demand from the lessor to do so in respect
              of any payment and/or fine for which the lessor is lawfully
              charged with payment thereof because of the management of the
              lessee's business at the demised premises in contravention of any
              law or regulations, orders or rules which have been made by a body
              or competent authority acting within the scope of its lawful
              authority, and/or in respect of any use made of the demised
              premises in contravention of the terms of this agreement, provided
              that the lessor shall give the lessee written notice of any claim
              concerning such payment as soon as possible after receiving the
              same so that an opportunity shall be afforded to the lessee of
              defending such aforesaid demand.

       (e)    A breach of Clause 29 above and a breach of any of its sub-clauses
              shall be deemed to be a fundamental breach of this agreement.

MORTGAGE OF RIGHTS.

30

       (a)    The lessee shall not be entitled, and may not in any way charge
              some and/or all of its rights under this agreement.

       (b)    It is hereby agreed that only the lessor shall be permitted to
              mortgage and charge "the building" of which the demised premises
              forms part, wholly or partially, including the demised premises,
              and also to charge and/or sell and/or transfer to others, its
              rights of title to "the land" and/or its rights under this
              agreement, including its right to receive some or all of the rent

<Page>

              from the lessee, in any way and form that the lessor shall see fit
              from time to time whether the same be with the object of obtaining
              finance or for any other purpose all at the sole and absolute
              discretion of the lessor. The lessee expressly agrees to accept
              responsibility for and to perform all the provisions of this
              agreement as regards any other body, if any that replaces and/or
              acts on behalf of the lessor.

              Provided that it is hereby agreed that a mortgage, charge,
              transfer, sale or assignment as aforesaid shall not prejudice
              and/or derogate from the lessee's rights under this agreement and
              shall not add to the lessee's obligations thereunder.

       (c)    Without derogating from the provisions of Clause 13(b) above, the
              lessee will sign upon first written demand of the lessor, any
              document or certificate that may be lawfully required from time to
              time, for one of the purposes enumerated in Clause 30(b) of this
              agreement, in so far as the same is necessary and provided that
              nothing by virtue of such document or certificate as aforesaid
              shall impose any additional obligation on the lessee beyond its
              obligations under this agreement except for the financial
              obligation for payment in accordance with the provisions of this
              agreement to the party entitled to receive the same in accordance
              with the aforesaid charge. The lessee shall not be entitled to
              make its said consent subject to any conditions. Without prejudice
              to the lessee's aforesaid obligation, it is hereby agreed that the
              lessee hereby exempts the lessor from the requirement of obtaining
              an additional or separate consent from the lessee for the
              implementation of the foregoing. The lessee also exempts the
              lessor from the need for the lessee's signature in connection with
              any of the matters referred to in this clause and/or in any of the
              sub paragraphs thereof, and this clause, and this agreement, may
              be shown by the lessor to any third parties for the foregoing
              purposes only and shall constitute the irrevocable consent of the
              lessee to the aforesaid actions being carried out.

       (d)    A breach of any one of the lessee's obligations specified in
              Clause 30 above and/or any sub clause and/or sub paragraph of such
              clauses shall be deemed to be a fundamental breach of this
              agreement.

WORKS OF ADAPTING THE DEMISED PREMISES TO THE LESSEE'S REQUIREMENTS.

31.    Without derogating from the binding force of all the provisions specified
       in Clauses 9 and 19 above and in the sub-clauses thereof relating to the
       execution of the "lessee's works" and/or in relation to the execution of
       works and/or any other changes in the demised premises, the parties
       hereby agree that in relation to all "the works", "lessee's works"
       changes renovations, improvement and additions without exception
       (hereinafter - " ADAPTING WORKS" ) which are carried out by the lessee in
       the demised premises including for the purpose of adapting the demised
       premises to the lessee's requirements, all the following aggregate
       conditions shall apply:

       (a)    The foregoing provisions of Clauses 9 and 19 shall also apply
              MUTATIS MUTANDIS in relation to all "the adapting works".

<Page>

       (b)    "The adapting works", and any changes which the lessee makes to
              the demised premises, shall be executed in accordance with the
              provisions of any law that applies and/or will apply from time to
              time in relation thereto, and the lessee hereby undertakes to
              execute the same entirely at its own expense, and to duly obtain
              entirely at its own expense any permit and license required and/or
              which may from time to time be required for the execution thereof.

       (c)    All the plans, technical specifications, drawings, bills of
              quantities without exception, that are relevant to the execution
              of the "adapting works" shall be furnished by the lessee to the
              lessor at least 14 (fourteen) days in advance and shall require
              the previous written approval of the lessor and/or of a duly
              qualified engineer acting on the lessor's behalf, for the
              execution thereof, which shall not be refused other than on
              reasonable grounds, before the actual commencement of the
              execution thereof by the lessee (and./or the lessee's
              representative). The reply of the lessor's engineer shall be given
              within 14 (fourteen) days from the date on which the lessee
              delivers to the lessor such plans for the execution of "the
              lessee's works" at the demised premises.

       (d)    The entire and sole responsibility for the execution of all the
              "adapting works" shall lie entirely with the lessee and the lessee
              shall bear legal responsibility for any damage that it causes as a
              result of the execution of the adapting works.

       (e)    It is hereby clarified and emphasized that all other terms of this
              agreement shall also apply in relation to the "adapting works" and
              including, but without derogating from the generality of the
              provisions in this agreement, also to the lessee's obligation to
              effect the insurance policies that are required under the terms
              and provisions of this agreement.

       (f)    It is hereby agreed that a breach of anyone of Clauses 31 (a) to
              31(e) above shall be deemed to be a fundamental breach of this
              agreement.

WARNING PRIOR TO RESCISSION OF THE AGREEMENT.

32.    The parties agree that neither party shall be entitled to rescind this
       agreement in the event of a fundamental breach of this agreement by the
       other party unless the party in breach is given a 21 (twenty one) days
       written warning and the party in breach has not remedied the breach
       attributed to it within such 21 (twenty one) days which shall be counted
       from the date of dispatch of such warning.

MISCELLANEOUS.

33.

       (a)    Any change or addition to this agreement shall only be valid if
              made in writing and signed by both parties. Neither shall any
              negotiations, agreement and

<Page>

              compromise between the parties be valid unless the same is
              effected in writing and is signed together by both parties.

       (b)    The abstinence from instituting proceedings for eviction or a
              delay in the institution of such proceedings or a delay in taking
              other legal proceedings by one of the parties shall not be deemed
              to be a waiver of such breach or as acquiescence in such breach or
              as a waiver of any relief and remedies to which any party is
              entitled as a result of such breach, and the other party shall be
              precluded from raising any claim of waiver of such breach.

       (c)    In this agreement "the lessor" or "the lessee" also means the
              plural and the male gender shall be construed as the female or as
              the case may be.

       (d)    The parties determine that the Law Courts in Tel Aviv - Jaffa is
              the place of jurisdiction in any matter relating to this agreement
              or arising from a breach thereof or pertaining thereto or to the
              performance thereof and any claim and proceeding thereunder.

34     The parties hereby agree that in the event of the commission of a
       fundamental breach by the lessee of the terms and provisions of this
       contract, and the breach alleged by the lessor against the lessee has not
       been remedied notwithstanding receipt of a 15 (fifteen) days advance
       written warning as provided above in Clause 32, the lessor shall be
       entitled to institute proceedings under the "Summary Procedure" for the
       immediate eviction of the lessee and all those operating under the lessee
       from the demised premises, and this without prejudice to all other rights
       conferred upon the lessor in such a case both by this agreement and under
       any law.

       It is hereby agreed that any financial claim based on a liquidated sum of
       money which is made by one of the parties in reliance on this agreement
       as well as a claim for eviction brought in reliance on this agreement,
       shall be fit to be tried under the "Summary Procedure" within the meaning
       of such expression in the Civil Law Procedure Regulations 5744- 1984, and
       the amendments thereto.

35.    It is hereby agreed and declared that the signature of the parties of
       this agreement hereby revokes any agreement and/or document and/or
       contractual arrangement previously between them, if any, in relation to
       the demised premises and it is hereby emphasized that no such previous
       agreement and/or document and/or contractual arrangement shall have any
       binding force, neither for the purposes of interpretation of this
       agreement and/or any effect on the relationships of the parties as
       regards the demised premises from any standpoint whatsoever, and that the
       signatures of the parties on this agreement initiates a new set of
       relationships between the parties, and totally regulates and represents
       all their mutual rights and obligations in relation to the letting of the
       demised premises by the lessor to the lessee.

36.

       (a)    If one of the parties to this agreement has paid and/or in future
              pays one of the payments in respect of which liability for payment
              lies with the other party, such other party shall refund to the
              paying party the full amounts paid by

<Page>

              the paying party as aforesaid, and this immediately upon receipt
              of the paying parties demand and against receipt and/or production
              of receipts as to the actual payments thereof, and in default
              thereof such debt shall bear default interest at the maximum rate
              charged on the date prescribed for payment thereof, by Bank
              Hapoalim Ltd. in relation to excess drawings on current loan
              accounts, and all this in respect of the period commencing from
              the prescribed date for such payment and until the date of actual
              full payment to the party entitled to receive the same under the
              terms and provisions of this agreement.

       (b)    Any payment as to which it is provided in this agreement as being
              linked to increases occurring in the Consumer Prices Index, which
              is not paid on the date prescribed for payment thereof under the
              terms and provisions of this agreement - shall be paid with the
              addition of consumer price index linked differentials and interest
              at the rate specified above in Clause 12 (d).




POSTPONEMENT OF THE COMMENCEMENT DATE OF "THE LETTING PERIOD"

37     The parties agree that if, due to the existence of reasons which are not
       dependent on and/or are outside the control of the lessor, including
       reasons of force majeure and/or a willful act and/or strike and/or
       disruption, and/or partial and/or general call up to the I.D.F and/or
       natural disasters and/or any other event which the lessor could not have
       anticipated in advance, or which is outside the control of the lessor
       (hereinafter - "an uncontrollable event"), the lessor is unable to
       deliver possession of the demised premises to the lessee for the purposes
       of the actual use by the lessee for the "object of the letting" and in
       accordance with the other terms of this agreement, in such an event the
       commencement date of the "letting period" shall be postponed for a period
       of time that is equivalent to such period as is necessary until the
       passing of "the uncontrollable event", and also for the purposes of
       disposing of such delays and obstacles as are the source of the
       "uncontrollable event" as aforesaid, and all this, without the same being
       deemed to be a breach of this agreement on the part of the lessor, and
       without the lessee having a right to bring any claim against the lessor
       in respect of and/or as a result of the same.

       In addition to any postponements of the commencement of the "letting
       period" that are liable to be caused by reasons that are not dependent on
       the lessor and/or under the lessor's control and/or result from an
       "uncontrollable event" it is hereby expressly agreed by the lessee that
       any postponement, including a postponement, in addition to those
       specified above, of up to 60 (sixty) days, for any reason, in the
       delivery of possession of the demised premises to the lessee and/or on
       the date of commencement of the "letting period" - shall not be deemed to
       be a breach of this agreement by the lessor, and shall not confer a right
       on the lessee to the receipt of any compensation from the lessor and/or
       any right to delay any payments that the lessee is obliged to make to the
       lessor under the provisions of this agreement and it appendices, and
       neither shall the lessee

<Page>

       acquire any right to any other remedy as against the lessor and/or any
       person acting on behalf of the lessor.

ADDRESSES

38

       (a)    The addresses of he parties for the purposes of this agreement are
              as specified in the preamble to this agreement.

              Any notice that one party to this agreement sends to the other
              party to this agreement to the said addresses, shall be deemed to
              have arrived and to have been lawfully served at its destination
              after the expiration of 3 (three) days from the date on which it
              was delivered for dispatch at a Post Office in Israel.

       (b)    Each party shall be bound to notify the other party of any change
              from time to time in its aforesaid address.


              AND IN WITNESS HEREOF THE PARTIES HAVE SIGNED:


              /s/ Sha'ar Yokneam Limited Partnership      /s/ Given Imaging Ltd
              --------------------------------------      ---------------------
                            The Lessor                         The Lessee