8-K














Exhibit 10.2  



EXHIBIT B  



THIS SECURITY AND THE WARRANT SHARES
TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY, THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE NOR ANY INTEREST OR
PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. 



THE HOLDER OF THIS SECURITY AND THE
WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY AND THE WARRANT SHARES TO BE ISSUED UPON ITS
EXERCISE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”), WHICH
IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS SECURITY OR THE WARRANT
SHARES, AS THE CASE MAY BE, AND THE LAST DATE ON WHICH AMPAL-AMERICAN ISRAEL CORPORATION
(“AMPAL”) OR ANY AFFILIATE OF AMPAL WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY) ONLY (A) TO AMPAL OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO
OFFERS AND SALES TO NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
AMPAL’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION
SATISFACTORY TO IT, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO AMPAL OR AMPAL’S TRANSFER AGENT. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. THIS WARRANT MAY NOT
BE EXERCISED UNTIL SUCH TIME AS THE TRANSACTIONS CONTEMPLATED BY THE SECURITIES PURCHASE
AGREEMENT, DATED AS OF NOVEMBER 28, 2006, BETWEEN AMPAL AND THE ORIGINAL HOLDER HEREOF
HAVE BEEN APPROVED BY THE SHAREHOLDERS OF AMPAL. 



THE HOLDER OF THIS SECURITY AND THE
WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO
ENGAGE IN ANY HEDGING TRANSACTION UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THE HOLDER
OF THIS SECURITY AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE, BY ITS ACCEPTANCE
HEREOF, AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST
HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THESE LEGENDS. 














THIS SECURITY MAY NOT BE EXERCISED BY
OR ON BEHALF OF A U.S. PERSON (AS SUCH TERM IS DEFINED IN RULE 902(K) OF THE SECURITIES
ACT) UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE. 



AMPAL-AMERICAN ISRAEL
CORPORATION 



WARRANT 






	Warrant No. [   ] 	Original Issue Date: December 28, 2006






        Ampal-American
Israel Corporation, a New York corporation (the “Company”), hereby
certifies that, for value received, [ ] or its registered assigns (the
“Holder”), is entitled to purchase from the Company up to a total of [
]1 shares of Class A Stock (each such share, a “Warrant
Share” and all such shares, the “Warrant Shares”), on the first
Business Day of each calendar month from and after the date that Shareholder Approval is
obtained and through and including the Expiration Date (as defined below), and
subject to the following terms and conditions: 



    1.        Definitions.
As used in this Warrant, the following terms shall have the           respective
definitions set forth in this Section 1. Capitalized terms that are           used and
not defined in this Warrant that are defined in the Purchase Agreement           (as
defined below) shall have the respective definitions set forth in the           Purchase
Agreement.  



        “Business
Day” means any day except Saturday, Sunday and any day that is a federal legal
holiday in the United States or Israel or a day on which banking institutions in the State
of New York or Israel are authorized or required by law or other government action to
close. 



        “Class
A Stock” means the Class A Stock of the Company, par value $1.00 per share, and
any securities into which such Class A Stock may hereafter be reclassified. 



        “Exercise
Price” means $4.65, subject to adjustment in accordance with Section 9. 



        “Expiration
Date” shall mean the eight (8) month anniversary of the Original Issue Date. 



        “Fundamental
Transaction” means any of the following: (1) the Company effects any merger or
consolidation of the Company with or into another Person, (2) the Company effects any sale
of all or substantially all of its assets in one or a series of related transactions, (3)
any tender offer or exchange offer (whether by the Company or another Person) is completed
pursuant to which holders of Class A Stock are permitted to tender or exchange their
shares for other securities, cash or property, or (4) the Company effects any
reclassification of the Class A Stock or any compulsory share exchange pursuant to which
the Class A Stock is effectively converted into or exchanged for other securities, cash or
property. 








     	1	
          A number of shares as equals 50% of the Shares issuable to such investor at
          Closing under the Purchase Agreement. 


          




2











        “Original
Issue Date” means the Original Issue Date first set forth on the first page of
this Warrant. 



        “New
York Courts” means the state and federal courts sitting in the City of New York,
Borough of Manhattan. 



        “Purchase
Agreement” means the Securities Purchase Agreement, dated November 28, 2006, to
which the Company and the original Holder are parties. 



        “Trading
Day” means (i) a day on which the Class A Stock is traded on a Trading Market
(other than the OTC Bulletin Board), or (ii) if the Class A Stock is not listed on a
Trading Market (other than the OTC Bulletin Board), a day on which the Class A Stock is
traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if
the Class A Stock is not quoted on any Trading Market, a day on which the Class A Stock is
quoted in the over-the-counter market as reported by the Pink Sheets LLC (or any similar
organization or agency succeeding to its functions of reporting prices); provided, that in
the event that the Class A Stock is not listed or quoted as set forth in (i), (ii) and
(iii) hereof, then Trading Day shall mean a Business Day. 



    2.        Registration
of Warrant. The Company shall register this Warrant upon           records to be
maintained by the Company for that purpose (the “Warrant           Register”),
in the name of the record Holder hereof from time to time.           The Company may deem
and treat the registered Holder of this Warrant as the           absolute owner hereof
for the purpose of any exercise hereof or any distribution           to the Holder, and
for all other purposes, absent actual notice to the contrary.  



    3.        Registration
of Transfers. The Company shall register the transfer of any           portion of
this Warrant in the Warrant Register, upon surrender of this Warrant,           with the
Form of Assignment attached hereto duly completed and signed, to the           Company at
its address specified herein and upon satisfaction of the           requirements set
forth herein and in the restrictive legend of this Warrant.           Upon any such
registration or transfer, a new Warrant to purchase Class A Stock,           in
substantially the form of this Warrant (any such new Warrant, a “New
          Warrant”), evidencing the portion of this Warrant so transferred shall
          be issued to the transferee and a New Warrant evidencing the remaining portion
          of this Warrant not so transferred, if any, shall be issued to the transferring
          Holder. The acceptance of the New Warrant by the transferee thereof shall be
          deemed the acceptance by such transferee of all of the rights and obligations
of           a holder of a Warrant.  



    4.        Exercise
and Duration of Warrants. This Warrant shall be exercisable by           the
registered Holder on the first Business Day of each calendar month from and
          after the date that Shareholder Approval is obtained and through and including
          theExpiration Date. At 5:30 p.m., New York City time on the Expiration
          Date, the portion of this Warrant not exercised prior thereto shall be and
          become void and of no value. The Company may not call or redeem any portion of
          this Warrant without the prior written consent of the affected Holder. If
          Shareholder Approval is not obtained, this Warrant shall be void and of no
          value.  



3










    5.        Delivery
of Warrant Shares.  



		    (a)        To
effect exercises hereunder, the Holder shall not be required to physically
          surrender this Warrant unless the aggregate Warrant Shares represented by this
          Warrant is being exercised. Upon delivery of the Exercise Notice (in the form
          attached hereto) to the Company (with the attached Warrant Shares Exercise Log)
          at its address for notice set forth herein and upon payment of the Exercise
          Price multiplied by the number of Warrant Shares that the Holder intends to
          purchase hereunder, the Company shall promptly (but in no event later than
three           Trading Days after the Date of Exercise (as defined herein)) issue and
deliver           to the Holder, a certificate for the Warrant Shares with the
restrictive legends           required by the Purchase Agreement. The Company shall, upon
request of the           Holder and subsequent to the date on which a registration
statement covering the           resale of the Warrant Shares has been declared effective
by the Securities and           Exchange Commission, use its reasonable best efforts to
deliver Warrant Shares           hereunder electronically through the Depository Trust
Corporation or another           established clearing corporation performing similar
functions, if available, provided, that, the Company may, but will not be required
to change its           transfer agent if its current transfer agent cannot deliver
Warrant Shares           electronically through the Depository Trust Corporation. A “Date
of           Exercise” means the date on which the Holder shall have delivered
to           the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached
to           it and, if necessary, the legal opinion referenced therein), appropriately
          completed and duly signed and payment of the Exercise Price for the number of
          Warrant Shares so indicated by the Holder to be purchased.  







		    (b)        If
by the tenth Trading Day after a Date of Exercise the Company fails to           deliver
the required number of Warrant Shares in the manner required pursuant to
          Section 5(a), then the Holder will have the right to rescind such exercise.  







		    (c)        The
Company shall have no obligation to deliver any Warrant Shares to the Holder           if
the Company cannot be reasonably assured by the Holder (such assurance, at           the
request of the Company, to include a legal opinion in a form reasonably
          satisfactory to the Company) that the Warrant is not being exercised within the
          United States and that the Warrant Shares are not being delivered within the
          United States, other than in offerings deemed to meet the definition of
          “offshore transaction” pursuant to Rule 902(h) of the Securities Act,
          unless registered under the Securities Act or an exemption from such
          registration is then available.  







    6.        Charges,
Taxes and Expenses. Issuance and delivery of Warrant Shares upon           exercise
of this Warrant shall be made without charge to the Holder for any           issue or
transfer tax, withholding tax, transfer agent fee or other incidental           tax or
expense in respect of the issuance of such certificates, all of which           taxes and
expenses shall be paid by the Company; provided, however, that the           Company
shall not be required to pay any tax which may be payable in respect of           any
transfer involved in the registration of any certificates for Warrant Shares           or
Warrants in a name other than that of the Holder. The Holder shall be
          responsible for all other tax liability that may arise as a result of holding
or           transferring this Warrant or receiving Warrant Shares upon exercise hereof,
          including income taxes due under federal, state or other law, if any such tax
is           due.  



4










    7.        Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or           destroyed, the
Company shall issue or cause to be issued in exchange and           substitution for and
upon cancellation hereof, or in lieu of and substitution           for this Warrant, a
New Warrant, but only upon receipt of evidence reasonably           satisfactory to the
Company of such loss, theft or destruction and customary and           reasonable
indemnity (which shall not include a surety bond), if requested.           Applicants for
a New Warrant under such circumstances shall also comply with           such other
reasonable regulations and procedures and pay such other reasonable           third-party
costs as the Company may prescribe. If a New Warrant is requested as           a result
of a mutilation of this Warrant, then the Holder shall deliver such           mutilated
Warrant to the Company as a condition precedent to the Company’s
          obligation to issue the New Warrant.  



    8.        Reservation
of Warrant Shares. The Company covenants that it will at all           times reserve
and keep available out of the aggregate of its authorized but           unissued and
otherwise unreserved Class A Stock, solely for the purpose of           enabling it to
issue Warrant Shares upon exercise of this Warrant as herein           provided, the
number of Warrant Shares which are then issuable and deliverable           upon the
exercise of this entire Warrant, free from preemptive rights or any           other
contingent purchase rights of Persons other than the Holder (taking into
          account the adjustments and restrictions of Section 9). The Company covenants
          that all Warrant Shares so issuable and deliverable shall, upon issuance and
the           payment of the applicable Exercise Price in accordance with the terms
hereof, be           duly and validly authorized, issued and fully paid and
nonassessable.  



    9.        Certain
Adjustments. The Exercise Price and number of Warrant Shares           issuable upon
exercise of this Warrant are subject to adjustment from time to           time as set
forth in this Section 9.  



		    (a)        Stock
Dividends and Splits. If the Company, at any time while this           Warrant is
outstanding, (i) pays a stock dividend on its Class A Stock or           otherwise makes
a distribution on any class of capital stock that is payable in           shares of Class
A Stock, (ii) subdivides outstanding shares of Class A Stock           into a larger
number of shares, or (iii) combines outstanding shares of Class A           Stock into a
smaller number of shares, then in each such case the Exercise Price           shall be
multiplied by a fraction of which the numerator shall be the number of           shares
of Class A Stock outstanding immediately before such event and of which           the
denominator shall be the number of shares of Class A Stock outstanding
          immediately after such event. Any adjustment made pursuant to clause (i) of
this           paragraph shall become effective immediately after the record date for the
          determination of stockholders entitled to receive such dividend or
distribution,           and any adjustment pursuant to clause (ii) or (iii) of this
paragraph shall           become effective immediately after the effective date of such
subdivision or           combination.  







		    (b)        Fundamental
Transactions. If, at any time while this Warrant is           outstanding there is a
Fundamental Transaction, then the Holder shall have the           right thereafter to
receive, upon exercise of this Warrant, the same amount and           kind of securities,
cash or property as it would have been entitled to receive           upon the occurrence
of such Fundamental Transaction if it had been, immediately           prior to such
Fundamental Transaction, the holder of the number of Warrant           Shares then
issuable upon exercise in full of this Warrant (the “Alternate Consideration”).
For purposes of any such exercise,           the determination of the Exercise Price
shall be appropriately adjusted to apply           to such Alternate Consideration based
on the amount of Alternate Consideration           issuable in respect of one share of
Class A Stock in such Fundamental           Transaction, and the Company shall apportion
the Exercise Price among the           Alternate Consideration in a reasonable manner
reflecting the relative value of           any different components of the Alternate
Consideration. If holders of Class A           Stock are given any choice as to the
securities, cash or property to be received           in a Fundamental Transaction, then
the Holder shall be given the same choice as           to the Alternate Consideration it
receives upon any exercise of this Warrant           following such Fundamental
Transaction. The terms of any agreement pursuant to           which a Fundamental
Transaction is effected shall include terms requiring any           such successor or
surviving entity to comply with the provisions of this           paragraph (b) and
insuring that the Warrant (or any such replacement security)           will be similarly
adjusted upon any subsequent transaction analogous to a           Fundamental
Transaction.  







5










		    (c)        Number
of Warrant Shares. Simultaneously with any adjustment to the           Exercise Price
pursuant to this Section 9, the number of Warrant Shares that may           be purchased
upon exercise of this Warrant shall be increased or decreased           proportionately,
so that after such adjustment the aggregate Exercise Price           payable hereunder
for the adjusted number of Warrant Shares shall be the same as           the aggregate
Exercise Price in effect immediately prior to such adjustment.  







		    (d)        Calculations.
All calculations under this Section 9 shall be made to the           nearest cent or the
nearest 1/100th of a share, as applicable. The           number of shares of
Class A Stock outstanding at any given time shall not           include shares owned or
held by or for the account of the Company, and the           disposition of any such
shares shall be considered an issue or sale of Class A           Stock.  







		    (e)        Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to           this
Section 9, the Company at its expense will promptly compute such adjustment           in
accordance with the terms of this Warrant and prepare a certificate setting
          forth such adjustment, including a statement of the adjusted Exercise Price and
          adjusted number or type of Warrant Shares or other securities issuable upon
          exercise of this Warrant (as applicable), describing the transactions giving
          rise to such adjustments and showing in detail the facts upon which such
          adjustment is based. Upon written request, the Company will promptly deliver a
          copy of each such certificate to the Holder and to the Company’s Transfer
          Agent.  







		    (f)        Notice
of Corporate Events. If the Company (i) declares a dividend or any           other
distribution of cash, securities or other property in respect of its Class           A
Stock, including without limitation any granting of rights or warrants to
          subscribe for or purchase any capital stock of the Company or any Subsidiary,
          (ii) authorizes or approves, enters into any agreement contemplating or
solicits           stockholder approval for any Fundamental Transaction or (iii)
authorizes the           voluntary dissolution, liquidation or winding up of the affairs
of the Company,           then the Company shall deliver to the Holder a notice
describing the material           terms and conditions of such transaction (but only to
the extent such disclosure           would not result in the dissemination of material,
non-public information to the           Holder) at least 10 calendar days prior to the
applicable record or effective           date on which a Person would need to hold Class
A Stock in order to participate           in or vote with respect to such transaction,
and the Company will take all steps           reasonably necessary in order to insure
that the Holder is given the practical           opportunity to exercise this Warrant
prior to such time so as to participate in           or vote with respect to such
transaction; provided, however, that the failure to           deliver such notice or any
defect therein shall not affect the validity of the           corporate action required
to be described in such notice.  







6










    10.        Payment
of Exercise Price; Cash Exercise. The Holder may pay the Exercise           Price
only be the delivery of immediately available funds.  



    11.        Limitations
on Exercise. Notwithstanding anything to the contrary           contained herein, the
number of Warrant Shares that may be acquired by the           Holder upon any exercise
of this Warrant (or otherwise in respect hereof) shall           be limited to the extent
necessary to insure that, following such exercise (or           other issuance), the
total number of shares of Class A Stock then beneficially           owned by such Holder
and its Affiliates and any other Persons whose beneficial           ownership of Class A
Stock would be aggregated with the Holder’s for           purposes of Section 13(d)
of the Exchange Act, does not exceed 9.99% of the           total number of issued and
outstanding shares of Class A Stock (including for           such purpose the shares of
Class A Stock issuable upon such exercise). For such           purposes, beneficial
ownership shall be determined in accordance with Section           13(d) of the Exchange
Act and the rules and regulations promulgated thereunder.           This provision shall
not restrict the number of shares of Class A Stock which a           Holder may receive
or beneficially own in order to determine the amount of           securities or other
consideration that such Holder may receive in the event of a           Fundamental
Transaction as contemplated in Section 9 of this Warrant. This           restriction may
not be waived, and notwithstanding anything to the contrary in           any Transaction
Document, may not be amended by agreement of the parties.  



    12.        No
Fractional Shares. No fractional shares of Warrant Shares will be           issued in
connection with any exercise of this Warrant. In lieu of any           fractional shares
which would, otherwise be issuable, the Company shall pay cash           equal to the
product of such fraction multiplied by the closing price of one           Warrant Share
as reported by the applicable Trading Market on the date of           exercise.  



    13.        Notices.
Any and all notices or other communications or deliveries           hereunder (including,
without limitation, any Exercise Notice) shall be in           writing and shall be
deemed given and effective on the earliest of (i) the date           of transmission, if
such notice or communication is delivered via facsimile at           the facsimile number
specified in this Section prior to 5:30 p.m. (New York City           time) on a Trading
Day, (ii) the next Trading Day after the date of           transmission, if such notice
or communication is delivered via facsimile at the           facsimile number specified
in this Section on a day that is not a Trading Day or           later than 5:30 p.m. (New
York City time) on any Trading Day, (iii) the Trading           Day following the date of
mailing, if sent by nationally recognized overnight           courier service, or (iv)
upon actual receipt by the party to whom such notice is           required to be given.
The addresses for such communications shall be: (i) if to           the Company, to 111
Arlozorov Street, Tel Aviv, Israel 62098, Attn: President,           or to facsimile no.:
972-608-0101 (or such other address as the Company shall           indicate in writing in
accordance with this Section), or (ii) if to the Holder,           to the address or
facsimile number appearing on the Warrant Register or such           other address or
facsimile number as the Holder may provide to the Company in           accordance with
this Section.  



    14.        Warrant
Agent. The Company shall serve as warrant agent under this           Warrant. Upon 10
calendar days’ notice to the Holder, the Company may           appoint a new warrant
agent. Any corporation into which the Company or any new           warrant agent may be
merged or any corporation resulting from any consolidation           to which the Company
or any new warrant agent shall be a party or any           corporation to which the
Company or any new warrant agent transfers           substantially all of its corporate
trust or shareholders services business shall           be a successor warrant agent
under this Warrant without any further act. Any           such successor warrant agent
shall promptly cause notice of its succession as           warrant agent to be mailed (by
first class mail, postage prepaid) to the Holder           at the Holder’s last
address as shown on the Warrant Register.  



7










    15.        Miscellaneous.  



		    (a)        This
Warrant shall be binding on and inure to the benefit of the parties hereto           and
their respective successors and assigns. Subject to the preceding sentence,
          nothing in this Warrant shall be construed to give to any Person other than the
          Company and the Holder any legal or equitable right, remedy or cause of action
          under this Warrant. This Warrant may be amended only in writing signed by the
          Company and the Holder and their successors and assigns.  







		    (b)        All
questions concerning the construction, validity, enforcement and           interpretation
of this Warrant shall be governed by and construed and enforced           in accordance
with the internal laws of the State of New York, without regard to           the
principles of conflicts of law thereof. Each party agrees that all legal
          proceedings concerning the interpretations, enforcement and defense of this
          Warrant and the transactions herein contemplated (“Proceedings”)
(whether brought against a party hereto or its           respective Affiliates, employees
or agents) shall be commenced exclusively in           the New York Courts. Each party
hereto hereby irrevocably submits to the           exclusive jurisdiction of the New York
Courts for the adjudication of any           dispute hereunder or in connection herewith
or with any transaction contemplated           hereby or discussed herein, and hereby
irrevocably waives, and agrees not to           assert in any Proceeding, any claim that
it is not personally subject to the           jurisdiction of any New York Court, or that
such Proceeding has been commenced           in an improper or inconvenient forum. Each
party hereto hereby irrevocably           waives personal service of process and consents
to process being served in any           such Proceeding by mailing a copy thereof via
registered or certified mail or           overnight delivery (with evidence of delivery)
to such party at the address in           effect for notices to it under this Warrant and
agrees that such service shall           constitute good and sufficient service of
process and notice thereof. Nothing           contained herein shall be deemed to limit
in any way any right to serve process           in any manner permitted by law. Each
party hereto hereby irrevocably waives, to           the fullest extent permitted by
applicable law, any and all right to trial by           jury in any legal proceeding
arising out of or relating to this Warrant or the           transactions contemplated
hereby. If either party shall commence a Proceeding to           enforce any provisions
of this Warrant, then the prevailing party in such           Proceeding shall be
reimbursed by the other party for its attorney’s fees           and other costs and
expenses incurred with the investigation, preparation and           prosecution of such
Proceeding.  







		    (c)        The
headings herein are for convenience only, do not constitute a part of this
          Warrant and shall not be deemed to limit or affect any of the provisions
hereof.  







8










		    (d)        In
case any one or more of the provisions of this Warrant shall be invalid or
          unenforceable in any respect, the validity and enforceability of the remaining
          terms and provisions of this Warrant shall not in any way be affected or
          impaired thereby and the parties will attempt in good faith to agree upon a
          valid and enforceable provision which shall be a commercially reasonable
          substitute therefor, and upon so agreeing, shall incorporate such substitute
          provision in this Warrant.  







		    (e)        Prior
to exercise of this Warrant, the Holder hereof shall not, by reason of           being a
Holder, be entitled to any rights of a stockholder with respect to the           Warrant
Shares.  






[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]




9










        IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized
officer as of the date first indicated above. 













			AMPAL-AMERICAN ISRAEL CORPORATION



By:
——————————————

Name:
Title:






10










EXERCISE NOTICE 

AMPAL-AMERICAN ISRAEL CORPORATION 

WARRANT DATED DECEMBER __, 2006 



The undersigned Holder hereby
irrevocably elects to purchase _____________ shares of Class A Stock pursuant to the above
referenced Warrant. Capitalized terms used herein and not otherwise defined have the
respective meanings set forth in the Warrant. 



(1)     The
undersigned Holder hereby exercises its right to purchase _________________
          Warrant Shares pursuant to the Warrant.  



(2)     The
holder shall pay the sum of $____________ to the Company in accordance with           the
terms of the Warrant.  



(3)     Pursuant
to this Exercise Notice, the Company shall deliver to the holder
          _______________ Warrant Shares in accordance with the terms of the Warrant.  



(5)     By its
delivery of this Exercise Notice, the undersigned represents and warrants           to
the Company that in giving effect to the exercise evidenced hereby the Holder
          will not beneficially own in excess of the number of shares of Class A Stock
          (determined in accordance with Section 13(d) of the Securities Exchange Act of
          1934) permitted to be owned under Section 11 of this Warrant to which this
          notice relates.  



(6)     By its
delivery of this Exercise Notice, the undersigned represents and warrants           to
the Company that it is not a U.S. person (as such term is defined in Rule
          902(k) of the Securities Act) and the Warrant is not being exercised on behalf
          of a U.S. person or, if the foregoing is not the case, the undersigned
covenants           and agrees to provide to the Company concurrently herewith, in
customary form, a           written opinion of counsel (such counsel to be reasonably
satisfactory to the           Company) to the effect that the Warrant and the Warrant
Shares have been           registered under the Securities Act or are exempt from
registration thereunder.  
















	Dated: _______________________, _______      	Name of Holder:



(Print) _______________________



By: _________________________

Name: _______________________

Title: ________________________



(Signature  must  conform  in all  respects  to  name of

holder as specified on the face of the Warrant)




















Warrant Shares
Exercise Log 









	Date	Number of Warrant Shares

Available to be Exercised	Number of Warrant Shares

Exercised	Number of Warrant

Shares Remaining to

be Exercised
	 
 
 
 
 
 	 
 
 
 
 
 	 
 
 
 
 
 	 
 
 
 
 
 






























AMPAL-AMERICAN ISRAEL
CORPORATION 

WARRANT ORIGINALLY ISSUED DECEMBER __, 2006 

WARRANT NO. [ ] 



FORM OF ASSIGNMENT 



        [To
be completed and signed only upon transfer of Warrant] 



        FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________ the right represented by the above-captioned Warrant to
purchase ____________ shares of Class A Stock to which such Warrant relates and appoints
________________ attorney to transfer said right on the books of the Company with full
power of substitution in the premises. 



Dated: _______________,
____ 






















	 	_______________________________________

(Signature  must  conform in all respects to name of holder as

specified on the face of the Warrant)







_______________________________________

Address of Transferee







_______________________________________



_______________________________________










In the presence of: