EXHIBIT 10.3

                        A   L E A S E   A G R E E M E N T
                        ---------------------------------

              that was made and signed in Haifa on October 31. 2002

                                     between

                    MOND HOLDINGS LTD.
                    PRIVATE COMPANY 513118653
                    (TO BE CALLED HEREAFTER: THE "LANDLORD")
                                                               OF THE FIRST PART
                                                               -----------------
                       and  between

                    ENERTEC ELECTRONICA  LTD.
                    (IN ENGLISH: ENERTEC ELECTRONICS LTD.),
                    PRIVATE COMPANY 51 - 1640070
                    POB 497, KIRYAT MOTZKIN
                    (TO BE CALLED HEREAFTER: THE "TENANT")
                                                               OF THE OTHER PART
                                                               -----------------

Whereas:  The  Landlord  is  the  owner  and in possession of a building that is
     located  at  Hama'apilim  Street  27,  in  Kiryat  Ata and that is known as
     Parcels  2/11  and  2/12  in  Bloc  11628 (hereafter: the Rented Premises);

And  Whereas:  It  is the wish of the Landlord to let the Rented Premises to the
     Tenant  and  it  is the wish of the Tenant to rent the Rented Premises from
     the  Landlord;

It is therefore agreed and stipulated between the Parties as follows:
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1.   The Preamble to this Agreement constitutes a principal and inseparable part
     hereof  and  the  Parties  again  confirm  that  stated  herein.

2.   The  Tenant  declares  that  it has not paid the Landlord key money for the
     Rented  Premises and that therefore the Tenant's Protection Law (Integrated
     Version)  5732  -  1972  and  that  any other law of protection that may be
     enacted  in  the  future shall not apply to this tenancy. Neither shall the
     Hire  and  Loan  Law,  5731  -  1971  apply  to  the  tenancy.

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3.   The Landlord will let the Rented Premises to the Tenant and the Tenant will
     rent  the  Rented Premises from the Landlord for a period of two years from
     December  31,  2001  until  December 31, 2003 (hereafter: the Period of the
     Tenancy).

4.   The Tenant will pay the Landlord monthly rent for the Rented Premises in an
     amount  that  is the equivalent of $ 1,412 according to a key of $4 a meter
     at  the  representative  rate  of  the dollar on the date of each and every
     payment  with the addition of value added tax at the legal rate on the date
     of  each  payment.

     The  rent  will  be  paid  three  months  in  advance.

     To  guarantee  the payment, the Tenant will deliver to the Landlord, checks
     at  the  dollar  rate on the date of signing this Agreement. Calculation of
     the  exchange  differentials  due  to the Landlord will be made every three
     months.

5.   The  Tenant  may  not  transfer  possession  of  all  or part of the Rented
     Premises  to  any other person or body whatsoever without the prior consent
     in  writing  of  the  Landlord  to  do  so.

6.   The  Tenant may not make any alterations to the Rented Premises without the
     prior  consent  in  writing  of  the  Landlord  to  do  so.

7.   The  Tenant  undertakes  to  maintain the Rented Premises in good order, to
     make  any  repair,  to  repair  damage or impairment that is caused thereto
     during  the  Period of the Tenancy and to return the Rented Premises at the
     end  of  the  Period of the Tenancy in the state in which he received them.

8.   The  Tenant  shall  be  responsible  to  insure  the building of the Rented
     Premises  and  its contents during the Period of the Tenancy with All Risks
     insurance,  including  insurance  cover  for  their customers and invitees.

     The  Tenant will indemnify the Landlord for any claim that is filed against
     the  Landlord  by  any  of  the  Tenant's  customers,  guests and invitees.

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9.   The  Tenant  will  vacate the Rented Premises and return possession thereof
     and  the  above  fittings  to  the Landlord at the end of the Period of the
     Tenancy in good order, in the state in which they were on the date on which
     this  Agreement  was  signed  and  in  accordance  with  the  aforesaid.

     The  Tenant  will pay the Landlord a sum that is the equivalent of $ 75 for
     each  day's  delay  in vacating the Rented Premises and the fittings on the
     end  of  the  Period  of  the  Tenancy  as compensation fixed and agreed in
     advance  without  the  need  to  prove  damage.

10.a.The  Landlord undertakes to pay government property taxes that apply to the
     Rented  Premises  during  the  Period  of  the  Tenancy.

b.   The Tenant undertakes to pay the municipal taxes and electricity, water and
     gas  expenses,  and house committee taxes that apply to the Rented Premises
     during  the  Period  of  the  Tenancy.

     Should  the Landlord be forced to pay these expenses, the Tenant undertakes
     to  return them to the Landlord immediately on the Landlord's first demand.

11.  The  Landlord  or  his  representative may visit the Rented Premises at any
     reasonable  time to examine its state or to show it to potential purchasers
     or  tenants  after  first  coordinating  with  the  Tenant.

12.  To  guarantee  the  Tenant's  undertakings  in pursuance of this Agreement,
     including  the  period  of the option, the Tenant will deposit a promissory
     note  (as  security)  with  Shmuel Elkon, Advocate, in a sum of NIS 250,000
     (two  hundred  and  fifty thousand) that the Tenant has signed as author of
     the  note  that  is  guaranteed  by  two  acceptable  guarantors  to  the
     satisfaction  of  the  Landlord and the Tenant hereby gives the attorney an
     irrevocable  instruction to deliver the note to the Landlord if it is shown
     to the satisfaction of the attorney that the circumstances exist to justify
     doing  so.

13.  The  Tenant  is  hereby granted an option to rent the Rented Premises for a
     further  period  of a year providing that notification of the Tenant's wish

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     to exercise the option is given in writing to the Landlord at least 60 days
     before  the end of the Period of the Tenancy that it is sought to extend as
     stated  and  on  the  further condition that on giving the said notice, the
     Tenant delivers to the Landlord checks for the rent due from the Tenant for
     the  period of the option in pursuance of that stated in paragraph 4 above.

     The  monthly  rent during the period of the option shall be as specified in
     paragraph  4  above  to  which  shall be added the rate of inflation in the
     United  States of America from the date of signing this Agreement until the
     date  of  each  payment.

     The conditions of this Agreement, mutatis mutandis, shall apply also during
     the  period  of  the  option.

14.  Should the Agreement be fundamentally breached by the Tenant, or should the
     Tenant  not  vacate the Rented Premises on time at the end of the Period of
     the  Tenancy  or  of  the  option  in pursuance of this Agreement, then the
     Landlord  may revoke this Agreement immediately it is breached and take all
     steps  including  the  immediate  removal  of  the  Tenant  from the Rented
     Premises  with  his  chattels  without  the  need  to  go  to  court.

15.  The  Parties  have  been  notified  of  the  need  to  stamp the Agreement.

16.  The  Parties  have  waived  the  need to send notarized notices in all that
     concerns  this  Agreement  and  whatever  derives  from  it.

            And in witness whereof the Parties have set their hands
                          in Haifa on October 31, 2002.


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    T H E  L A N D L O R D                            T H E  T E N A N T


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