EXHIBIT 10.2

                    AN AGREEMENT FOR AN UNPROTECTED TENANCY
                    =======================================
     MADE AND SIGNED IN CARMIEL ON THE    DAY OF THE MONTH OF JUNE 2002

                                     BETWEEN

     AHIM AMNONI - MASIAI CARMIEL LTD.
     (IN ENGLISH: AMNONI BROTHERS - CARMIEL TRANSPORTERS LTD)
     PRIVATE COMPANY 51 - 152568 - 5
     THROUGH ITS DIRECTOR AVRAHAM AMNONI
     OF HANAPPA STREET 20, CARMIEL
     TO BE KNOWN HEREAFTER BY THE ABBREVIATION - "THE LANDLORD"

                                  AND BETWEEN

     ENERTEC MA'ARCHOT LTD.
     (IN ENGLISH: ENERTEC SYSTEMS LTD.)
     PRIVATE COMPANY
     TO BE KNOWN HEREAFTER BY THE ABBREVIATION "THE TENANT"

     WHEREAS:  The  Landlord  is the owner of the rights to lease and is in sole
          possession  of  the  industrial  building  that  is located at Hanappa
          Street 20, Industrial Zone in Carmel with an area of approximately 800
          square  meters  with  the  addition of a gallery and equipment that is
          affixed  thereto as specified in the Appendix to this Agreement marked
          'A'  (hereafter:-  the "Rented Premises") and is interested in letting
          it  on  a  unprotected  tenancy:

     AND  WHEREAS:  The  Rented  Premises  was  clear  on  the  inception of the
          Tenant's  Protection  Law  (August  20,  1968)  of any tenant that was
          entitled  to  occupy  it  and the Tenant will not pay the Landlord key
          money  for  his  consent  to  rent  the Rented Premises to the Tenant;

                                                                             E-4
<PAGE>

     AND  WHEREAS:  The  Parties  have agreed among themselves that the Landlord
          will  let  the  Rented Premises to the Tenant and the Tenant will rent
          the  Rented  Premises  from  the  Landlord;

     AND  WHEREAS:  The  Landlord  hereby  declares  that there is no impediment
          whatsoever to the commitment with the Tenant in pursuance of the terms
          of  this  Agreement;

     AND  WHEREAS:  The Parties have agreed to put that agreed between them into
          writing  as  follows:

     IT  IS  THEREFORE  AGREED  BETWEEN  THE  PARTIES  AS  FOLLOWS:
     --------------------------------------------------------------

     1.   The  Preamble  constitutes  an  inseparable  part  of  the  Agreement.

     2.   The  Landlord lets the Rented Premises to the Tenant for a period of 5
          years  from April 1, 2002 until March 31, 2007 (hereafter: the "Period
          of  the  Tenancy").

     3.a. The rent for the first two years, that is until March 31, 2004 will be
          US  $  3.00  per  square  meter for the ground floor and US $ 1.50 per
          square  meter  for  the gallery for a month according to the Gregorian
          calendar,  in shekels, linked to the representative rate of the United
          States  dollar  at  the  time  of  actual  payment.

     b.   It  is  agreed  by  the  Parties  that the area of the ground floor is
          _______square  meters and the area of the gallery is ___________square
          meters.

     c.   In  the  remaining  three  years,  starting  from  April  1, 2004, the
          Landlord  may  raise the rent each year by no more than 2% of the rent
          paid  in  the  previous  year.

     d.   The  actual  payments  shall  be  made  as  follows:

          1.   For  the  first  two  months, the Tenant will pay the Landlord by
               check  on  receipt  of  keys  to  the  Rented  Premises.

          2.   For  an additional two months the Tenant will pay the Landlord by
               check  on  the  date  of  inception  of  the  tenancy.

          3.   For  the  remainder  of the Period of the Tenancy, from August 1,
               2002  the  Tenant will pay the Landlord in advance for each month
               in the Gregorian calendar month by bank transfer (standing order)
               to  the  account  of  the  Landlord,  No.

               at  Bank  Leumi        Carmiel  Branch  (961).

     e.   In addition to the above amounts, the Tenant will duly pay value added
          tax  at  the  value  added  tax  rate  payable  from  time  to  time.

     f.   A  payment  that is not made on the due date will bear interest at the
          exceptional  rate  of  interest  adopted from time to time by the Bank
          Leumi.

     g.   An  arrear  in payment that is in excess of 30 days shall constitute a
          fundamental  breach  of  the  Agreement.


     4.a. The  Tenant  may bring the Agreement to an end at the end of each year
          of the tenancy and during the first two years, and each half year from
          the  third  year onwards including the extended period on giving prior
          notice  of  three  months  in  advance  in writing by registered mail.

     b.   The  obligation  to  pay  the  rent until the end of the Period of the
          Tenancy  or until the end of the period of advance notice in pursuance
          of  sub  -  paragraph  'a' whichever is the earlier shall apply to the
          Tenant  even  if  he  leaves the Rented Premises before the end of the
          Period  of  the  Tenancy  for  any  reason  whatsoever.

                                                                             E-5
<PAGE>

     5.a. The  Landlord  will  pay  government  property  tax.

     b.   All  other  taxes  and  regular  payments  that are connected with the
          Rented  Premises  and the use thereof during the Period of the Tenancy
          (municipal  taxes, payments for consumption of water, electricity, use
          of  a  telephone,  etc,)  will  be paid on the due date by the Tenant.

     c.   The  Tenant  will  apply  to  transfer  the  account for the supply of
          electricity  at the Carmiel Municipality to the name of the Tenant and
          will  furnish  M.  Zetler,  Adv,  with  proof  that  the aforesaid was
          effected  within  7  days  of  the  inception  of  the  tenancy.

     d.   The  Tenant  will  make  the payments specified in sub - paragraph 'b'
          above  on the date determined by the supplier. A delay in payment that
          exceeds  thirty  days  shall  be deemed a breach of contract that will
          entitle  the  Landlord  to  revoke the contract without further notice
          being  required.  Payments  that  are  made in advance by the Landlord
          shall  be  repaid  to the Landlord by the Tenant on the dates on which
          the Tenant would have had to pay them had the payment not been made by
          the  Landlord.


     6.a. The  Tenant  confirms  that  the Rented Premises have been received in
          good  condition  and  the  Tenant will maintain the Rented Premises in
          good  condition  and  will  repair and restore any damage that derives
          from  use  of  the  Rented  Premises during the Period of the Tenancy,
          other  than  damage  that  is  caused  by  reasonable  use.

     b.   The  Rented  Premises  are  transferred  to  the  Tenant  with all the
          facilities  and  additions  affixed thereto by the previous tenant and
          the  Tenant  may  use  them  and  undertakes to maintain them in their
          present  condition.

     c.   The  Landlord  declares  that there is no defect or hidden flaw in the
          Rented  Premises  of  which  the  Landlord  is  aware.

                                                                             E-6
<PAGE>

     d.   The  Tenant  will furnish Michael Zetler, Advocate, with a schedule in
          which  all  the defects discovered in the property are revealed on its
          transfer  to  the  Tenant within 48 hours of transfer of the property.

     e.   The Tenant may place notices on the Rented Premises subject to receipt
          of authorization from the authorities. The Tenant will be obligated to
          remove the notices that were placed before returning possession of the
          Rented  Premises  to  the  Landlord.


     7.a. The  Tenant  will not assign all or part of the Tenant's the rights in
          pursuance  of  this Agreement other than with prior consent in writing
          from the Landlord. The Landlord will not object to letting part of the
          Rented  Premises  on a sub - tenancy other than on reasonable grounds.

     b.   It is agreed between the Parties that the Rented Premises will be used
          exclusively  for  the  conduct  of  the  Tenant's  business.

     c.   The  Tenant  will  apply  for  a  license from the competent bodies to
          operate a business on the Rented Premises, at the Tenant's expense, in
          order  to  conduct  this  business  on  the  Rented  Premises.


     8.   The  Landlord  may  enter  the  Rented Premises to examine them at any
          reasonable  time  on  coordinating  in  advance  with  the  Tenant.


     9.   The  Tenant  will  not  introduce changes to the Rented Premises other
          than  with prior consent in writing from the Landlord. The Tenant may,
          at  the  end of the Period of the Tenancy or any extended period, take
          any  additions  that  may  be dismantled without causing damage to the
          Rented  Premises.  As  regards the additions that remain in the Rented
          Premises  after  return  of  possession  of the Rented Premises to the
          Landlord  at  the  end  of  the  Period of the Tenancy or any extended

                                                                             E-7
<PAGE>

          period, the Landlord may chose between the right to demand a waiver of
          the  alterations and/or additions that were made by the Tenant and the
          right  to demand that the Rented Premises be restored to the condition
          in  which  they  were  on  transfer to the Tenant in pursuance of this
          Agreement.


     10.a.At  the  end  of  the  Period  of  the Tenancy (or  at  the end of the
          extended  period,  if  exercised),  the  Tenant will vacate the Rented
          Premises  and  return  them to the Landlord in the state in which they
          were  when  received by the Tenant other than reasonable wear and tear
          that  is  derived  from  prudent  use.

     b.   For  each day's delay in vacating the Rented Premises, the Tenant will
          pay the Landlord as compensation agreed and fixed in advance, a sum in
          shekels  that  is  the  equivalent  of  US  $  150  according  to  the
          representative  rate  of  the  US  dollar  on  the date of payment, in
          addition to any right and remedy that is available to the Landlord for
          breach  of  the  Contract on the part of the Tenant. The municipal and
          other  payments  mentioned  in paragraph 5 'b' and/or repair of damage
          that is caused to the Rented Premises and/or to the payments mentioned
          in  paragraph  10  'b'.


     11.a.As  a  guarantee  of  the fulfillment of the Tenant's obligations in
          pursuance  of  this  Agreement,  the  Tenant  will deposit two bills /
          checks  with M. Zetler, Adv, that have been signed by the Tenant in no
          specified  amount  and  with  the  indication: 'not negotiable' to the
          order  of the Landlord. The one bill / check will be used to guarantee
          payment  of  the rent and differentials in linkage to the dollar while
          the  other  will  guarantee  payment  of electricity, water, municipal
          taxes  and any other payments that apply to the Tenant in pursuance of
          the  terms  of  this  Agreement  other  than  the  rent.

     b.   M.  Zetler,  Adv.  will  deliver  the  bills  /  checks  to the Tenant
          immediately  after  it  has  been  proved to his satisfaction that the
          Tenant has vacated the Rented Premises at the end of the Period of the
          Tenancy  (or  the extended period, if exercised) and fulfilled all the

                                                                             E-8
<PAGE>

          other  obligations  imposed  on  the  Tenant  in  pursuance  of  this
          Agreement.

     c.   M.  Zetler, Adv. will deliver the bills / checks to the Landlord if it
          has  been  proved  to his satisfaction that the Tenant did not fulfill
          all  the  financial  obligations imposed on the Tenant in pursuance of
          this  Agreement  and after the Tenant has not repaired the breach even
          after  receipt by registered mail of 14 days advance notice in writing
          of  the  intention  to  request  delivery of the bill to the Landlord.


     12.a.Without  derogating  from that stated in paragraphs 5 'c' and 10 'b'
          and  in  addition  thereto,  if  the  Tenant  violates  the  Tenant's
          undertakings  in  pursuance  of this Contract or any part thereof, the
          Tenant  shall  be  obligated to pay the Landlord full compensation for
          the  damage incurred as a result of the violation, without prejudicing
          the  Landlord's  right  to  take  any  other step in pursuance of this
          Contract  or  in  pursuance of any law including injunctions, specific
          performance  orders,  eviction  orders,  notices  to  quit,  etc.

     b.   Should  the  Landlord violate the undertakings imposed on the Landlord
          in  pursuance of this Contract or any part thereof, the Landlord shall
          be  bound  to pay the Tenant full compensation for the damage incurred
          as  a  result of the violation, without prejudice to the Tenants right
          to  exercise any additional relief in pursuance of this Contract or in
          pursuance  of  any  law.

     c.   It  is  agreed  between  the Parties that the Landlord may cancel this
          agreement  by giving the Tenant written notice in any of the following
          events:

          1.   Transfer  of  the  Rented Premises to another in contradiction of
               that  stated  in  this  Agreement.

          2.   Grant  of  a lien on the assets of the Tenant, if the Tenant does
               not  see  to  the cancellation of the order within 15 days of the
               grant  of  the  order.

                                                                             E-9
<PAGE>

          3.   Grant  of  a  receiving order and/or appointment of a receiver in
               respect  of  the  Tenant's  assets.

     d.   Should  the  Landlord  have  given  notice  of  cancellation  of  the
          Agreement,  the  Tenant will vacate the Rented Premises within 30 days
          of  the  date  of  receipt  of  the  notice.


     13.a.The  Landlord  hereby grants the Tenant an option to rent the Rented
          Premises  for an additional period of 59 months, on condition that the
          Tenant has complied with all the terms of the tenancy in the preceding
          year  of  the  tenancy and on condition that the Landlord has not sold
          the  Rented  Premises  during  the  year  of  the  tenancy.

     b.   The  rent  for the extended period will be agreed between the Parties.

     c.   The  Tenant  will give notice in writing no later than January 1, 2007
          of the wish to extend the Tenancy Agreement beyond the first period of
          the  tenancy.

     d.   The  conditions  of the tenancy (other than the rent) in regard to the
          extended  period  will  not  differ  from the conditions for the first
          Period  of  the  Tenancy,  but  an  option  will  not  be given for an
          additional  period  after  the  end  of  the  extended  period.
          The  rent  for  the  extended  period will be paid monthly in advance.


     14.  The  Tenant  undertakes to insure the Rented Premises and its contents
          (fittings  and  business  inventory)  against burglary, fire and other
          damage  to  which  industrial  businesses  of  this  sort  are  liable
          including  third party claims and will deliver a copy of the insurance
          policy to the Landlord within 30 days of the inception of the tenancy.


     15.  Each  Party  will be responsible for its lawyer's fees.

                                                                            E-10
<PAGE>

          Stamp  duty  for  the  Contract  (if  applicable)  will be paid by the
          Tenant.

     AND  IN  WITNESS  WHEREOF  THE  PARTIES  HAVE  SET  THEIR  HANDS:
     -----------------------------------------------------------------


     (-)  SIGNED                          (-)  SIGNED
          ------                               ------
     THE  LANDLORD                        THE  TENANT
     (-)  STAMP: AMNONI BROTHERS  -       (-)  STAMP: ENERTEC SYSTEMS
                 ------------------                   ---------------
     CARMIEL TRANSPORTERS LTD.               HANAPPA STREET 21, CARMIEL
     -------------------------               --------------------------
                                             TEL:  04  -  9585680
                                             --------------------
                                             FAX:  04  -  9585679
                                             --------------------


                                                                            E-11
<PAGE>

                                     ------
                                  APPENDIX "A"
                                  ------------

1.     A  PANASONIC  TELEPHONE  EXCHANGE,  MODEL  ________.
2.     17  AIR  CONDITIONERS,  MANUFACTURED  BY  ELECTRA,  MODEL  _________.
3.     FIRE  DETECTOR  SYSTEM
4.     -A-L-A-R-M-S-Y-S-T-E-M- [TEXT CROSSED OUT]
5.     -F-I-X-E-D--F-U-R-N-I-S-H-I-N-G-S--I-N-C-L-U-D-I-N-G- [TEXT CROSSED OUT]

                                G U A R A N T E E
                                -----------------

I,  ____________________  ID___________________
AND  __________________  ID  ___________________

HEREBY  GUARANTEE  PERFORMANCE OF ALL THE FINANCIAL AND CONTRACTUAL UNDERTAKINGS
OF  THE  TENANT  IN  PURSUANCE  OF THIS AGREEMENT, INCLUDING DURING THE EXTENDED
PERIOD  MENTIONED  ABOVE  IN  PARAGRAPH  13.

___________________________                            _________________________

[Translator's  note:  Two  signatures  appear  at the bottom of each page of the
original  document in Hebrew and any alterations to the text have been initialed
in  the  margins.]



                                                                            E-12
<PAGE>