I represent that the foregoing is a fair and accurate summary English
translation of the original Hebrew language General Terms for Opening and
Operating a Credit Account in Foreign Currency and in Israel Currency dated as
of April 25, 2002, executed by Yosef A. Maiman, Y.M. Noy Investments Ltd.,
Ohad Maiman and Noa Maiman.

                                                    /s/ Yosef A. Maiman
                                              By:  --------------------
                                              Name:  Yosef A. Maiman
                                              Title: Chairman of
                                                     the Board of Directors














                                Page 29 of 87




<PAGE>


                       Supplement to the General Terms
                       -------------------------------



Date:

Bank Leumi Le-Israel B.M.

Gentlemen:

Pursuant to the General Terms for opening a credit account in foreign currency
and in Israeli currency which have been and/or shall be signed by us
(hereinafter: the "Management Terms") and with regard to the credits which
shall be provided to us pursuant thereto in order to finance the purchase of
11, 115,112 Class A shares of $1 nominal value each in Ampal - American Israel
Corporation (hereinafter: "Ampal"), which constitute at least some 57.6% of
the effective capital of Ampal and which confer control in Ampal according to
the law applicable to Ampal, as well as Class A shares in Ampal which were
issued by Ampal pursuant to the exercise of 329,000 employee options which
were issued by Ampal (hereinafter jointly: the "Purchased Shares"), with the
effective percentage of the capital and control of Ampal, by virtue of the
Purchased Shares, being 58.3% (approximately 51.8% in dilution, in the case of
purchase of the Preferred Stock in Ampal), we hereby confirm that the credits
shall also be subject to all of the terms set forth below, which shall
constitute an integral part of the Management Terms.

1.   In this document, the terms set forth below shall have the meaning which
     appears opposite each term:

     the "Bank" -                       Bank Leumi Le-Israel B.M.

     the "Clients" -                    Y.M. Noy Investments Ltd., which is an

                                        Israeli company established for the
                                        purpose of implementing the purchase,
                                        and which, up to the date of purchase
                                        of the Purchased Shares, has not been
                                        engaged in any activity, has not
                                        entered into any financial undertaking
                                        vis-a-vis any entity whatsoever, and
                                        has no creditors and/or other
                                        payables.

     the "Credits" and/or the           This term shall include all of the
     "Credit" -                         credits which have been and shall be
                                        provided to the Clients for the purpose
                                        of partial financing of the purchase,
                                        by the Clients, of the Purchased
                                        Shares (principal, interest and
                                        commissions), pursuant to that set
                                        forth in Section 3 below, and any
                                        credit which has been and shall be
                                        provided for the purpose of the
                                        repayment of said credits, in whole or
                                        in part.

     "Ampal" -                          Ampal - American Israel Corporation,
                                        a company registered in New York,
                                        whose shares are traded on NASDAQ.


                                Page 30 of 87


<PAGE>


     the "Shareholders" -               All of the shareholders in the Clients
                                        as set forth below, jointly and
                                        severally: Mr. Yossi Maiman100% of the
                                        capital and 33.3% of the voting rights
                                        and the right to appoint Directors;
                                        Mr. Ohad Maiman - 33.3% of the voting
                                        rights and the right to appoint
                                        Directors; and Ms. Noa Maiman - 33.3%
                                        of the voting rights and the right to
                                        appoint Directors; Yossi Maiman shall
                                        hold call options vis-a-vis Ohad
                                        Maiman and Noa Maiman in respect of
                                        the purchase of their shares in the
                                        Clients.

     the "Other Shareholders" -         Jointly and severally: Ohad Maiman and
                                        Noa Maiman.


the "Purchasing Agreement" -            An agreement dated February 26, 2002
                                        between the Clients and the Sellers,
                                        for the purchase of shares in Ampal.

     the "Date of Purchase" -           The date of transfer of ownership of
                                        the Purchased Shares to the Clients
                                        and the encumbrance thereof in favor
                                        of the Bank. "Dividends" - Inclusive
                                        of the meaning of this term as defined
                                        in the Corporations Law, 1999, and
                                        inclusive of any way of reduction of
                                        capital.

     the "Shares" -                     11, 115,112 Class A shares of $1
                                        nominal value each in Ampal, which
                                        constitute at least some 57.6% of the
                                        effective capital of Ampal and which
                                        confer control in Ampal according to
                                        the law applicable to Ampal. the
                                        "Employee Options" - 329,000 options
                                        issued by Ampal to its employees,
                                        divided into options which were issued
                                        on December 31, 2000 at an exercise
                                        price of $6.06, and the balance of
                                        which were issued by Ampal on December
                                        15, 2001, at an exercise price of
                                        $5.94. All of the aforementioned
                                        options shall be exercised and
                                        converted to Class A shares in Ampal
                                        no later than the Date of Purchase.

     the "Purchased Shares" -           The Shares, along with Class A shares
                                        in Ampal which shall be issued as a
                                        result of exercise of the Employee
                                        Options. The effective percentage of
                                        the capital and control of Ampal, by
                                        virtue of the Purchased Shares, is
                                        58.3% (approximately 51.8% in
                                        dilution, in the case of purchase of
                                        the Preferred Stock in Ampal).


the "Treasury Shares" -                 6,160,664 (six million, one hundred and
                                        sixty thousand, six hundred and
                                        sixty-four) Class A shares in Ampal
                                        which are held, as at the date of
                                        signature of this document, by Ampal
                                        and/or by a whollyowned subsidiary
                                        under the complete control of Ampal.


                                Page 31 of 87


<PAGE>


     "Encumbrance on the                This term shall refer to an encumbrance
     Shares" -                          on the Purchased Shares and on the
                                        rights in respect thereof, including
                                        the rights, the options, the monies
                                        and the assets which shall be.due or
                                        shall be expended instead or in
                                        respect or by virtue thereof,
                                        including bonus shares, priority
                                        rights, rights in securities of any
                                        type and kind in any corporation
                                        whatsoever or in any other manner, and
                                        inclusive of any dividends in cash or
                                        in kind, which shall be given in
                                        respect thereof, as well as all of the
                                        rights in Ampal and visa-vis other
                                        shareholders therein, which are
                                        conferred, under any law and/or
                                        pursuant to the Memorandum and/or the
                                        Articles of Association of Ampal
                                        and/or to an agreement between
                                        shareholders, upon the holder of the
                                        shares by virtue of his/her possession
                                        of the shares which shall be
                                        encumbered as set forth above; and any
                                        encumbrance on the amounts which shall
                                        be paid by Ampal to the Clients as
                                        management fees, consultation fees or
                                        other. The Purchased Shares and the
                                        share certificates of the Purchased
                                        Shares, the latter being made out in
                                        the name of the Clients, shall be
                                        deposited in a securities deposit, in
                                        the name of the Clients, at the
                                        Central (Tel Aviv) branch of the Bank
                                        (hereinafter: the "Aforementioned
                                        Securities Deposit"). In addition,
                                        pursuant to the terms of the
                                        Encumbrance on the Purchased Shares,
                                        the Clients, as the transferors, shall
                                        sign a certificate of transfer with
                                        regard to the Purchased Shares. All of
                                        the rights in the Aforementioned
                                        Securities Deposit shall be placed
                                        under encumbrance in favor of the
                                        Bank. The encumbrances shall be
                                        created by means of a secured
                                        promissory note / deed of pledge
                                        (pledging shares and the rights in
                                        respect thereof), which shall be
                                        worded pursuant to Appendix 7.1 to
                                        this document, along with provision of
                                        any certificate and/or consent, in the
                                        wording and at the terms which shall
                                        be required by the Bank, in order to
                                        secure, to the Bank's satisfaction,
                                        the Clients' ownership of the
                                        Purchased Shares and the validity,
                                        priority and precedence of the
                                        encumbrances in favor of the Bank over
                                        any other right, as well as the proper
                                        registration of the encumbrances with
                                        the Registrar of Companies.


                                Page 32 of 87


<PAGE>


     the "Cost of Purchase" -           An  amount  equal  to the consideration
                                        which shall be paid to the Sellers for
                                        the purchase of the shares, plus the
                                        consideration which shall be paid for
                                        the purchase of the Employee Options,
                                        including the need to exercise and
                                        convert them to Class A shares in
                                        Ampal, should the realization of the
                                        Options, in whole or in part, not take
                                        place prior to the Date of Purchase,
                                        plus 2 million United States dollars
                                        representing expenses in respect of
                                        the purchase of the Purchased Shares.

     "Control" -                        The ability tg direct the activity of
                                        the corporation in question.

     the "Credit Agreement" -           This term, in this document, shall
                                        refer to the Management Terms, the
                                        applications for the provision of the
                                        Credits which have been and/or shall
                                        be signed by the Clients in connection
                                        with the Credit, and any other
                                        document which shall be signed by the
                                        Clients in connection with the Credit.

     the "Unsettled Balance of the      This term shall refer, at any time, to
     unsettled Credit" -                the balance of the principal of the
                                        Credit, along with amounts of interest
                                        and commissions which have been
                                        accumulated up to that time and have
                                        not yet been debited to the credit
                                        account, as well as such amounts which
                                        have come due and have not yet been
                                        paid.


2.   General

     2.1  The Clients declare that, as at the date of their signature of this
          document, all of the terms and representations set forth herein are
          upheld, and, with regard to all of the terms which shall continue to
          be upheld thereafter, there is no impediment to their full and
          timely implementation and/or upholding. Moreover, the Clients
          declare that the Purchasing Agreement has been duly signed as
          required by law, that all of the prerequisites for purchase (except
          for obtaining the approval of the Israel Minister of Communications)
          have been fully upheld, that all of the resolutions, certificates
          and permits required under any law in connection with the purchase
          of the Purchased Shares have been obtained, that the Clients have
          signed the Credit Agreement, that the shares have been placed under
          encumbrance in favor of the Bank, and that the requisite documents
          for that purpose have been signed. Without derogating from that
          stated above, the Clients and the Shareholders declare, each
          severally, that Regulation X of the Federal Reserve Board's margin
          regulations, which deals with limitations on the financing of
          purchases of American securities, does not apply to them and/or to
          any of them.

     2.2  The Clients declare that the signature and/or the implementation of
          the Purchasing Agreement and/or the Credit Agreement do not confer
          upon any entity whatsoever any right and/or grounds to demand
          immediate payment of debts and obligations owed by the Clients
          and/or Ampal and/or any corporation under the control of Ampal to
          said entity, in whole or in part, and do not constitute a violation
          of any


                                Page 33 of 87


<PAGE>


          law whatsoever and/or of any representation and/or obligation of the
          Clients and/or Ampal and/or any corporation under the control of
          Ampal vis-a-vis any entity as set forth above. That stated above is
          subject to the comment of the Coral World International Company, as
          set forth in Section 3.6.3 of Appendix B to the letter dated March
          20, 2002, on the subject of "Due Diligence - Ampal", which was drawn
          up [in Hebrew] by Caspi & Co., Attorneys at Law, and subject to the
          standard rights of the Maritime Bank of Israel Ltd., Bank Hapoalim
          Ltd. and Bank Leumi Le-Israel B.M. in connection with the change in
          Control of Ampal - which, in the opinion of the Clients, shall not
          be exercised by any of the aforementioned banks.

     2.3  The Clients and Mr. Yossi Maiman declare that Mr. Yossi Maiman is an
          Officeholder in the Clients. For the purposes of this document,
          "Officeholder" shall be as this term is defined in the Corporations
          Law, 1999.

     2.4  The Clients declare and undertake that they shall implement, on the
          Date of Purchase, everything required for the purpose of exercise of
          the Employee Options which shall not have been exercised up to that
          time, and the conversion of said Employee Options to Class A shares
          in Ampal.

     2.5  Any document which must be produced and/or signed in favor of the
          Bank shall be in the wording and pursuant to the terms which shall
          have been agreed with the Bank, and shall be accompanied by a
          certificate with regard to the passing of a suitable resolution by
          the appropriate organ of the corporation which shall sign said
          document, and by a certificate issued by an attorney with regard to
          the validity of said resolutions under any law.

     2.6  The Clients shall make sure to obtain the requisite consents which,
          in the opinion of the Bank, shall be required of any entity for the
          purpose of implementation of that set forth in this document.

     2.7  All of the terms and obligations set forth in this document, as well
          as the collateral set forth herein, shall be valid as long as the
          total of the amounts which are and shall be due to the Bank pursuant
          to the Credit Agreement has not been settled. Following the
          settlement of the total of the amounts as set forth above, the terms
          and obligations of the Credit Agreement shall become null and void,
          and the Bank undertakes to do everything required for the
          cancellation and the release of the collateral.

3.   The Credits and the Terms Thereof

     The Credit shall be in the amount of $77,900,000 (seventy-seven million
     and nine hundred thousand United States dollars), which constitutes 89.1%
     of the Cost of Purchase. The Credit shall be provided against the
     encumbrance of the Purchased Shares, they then being owned by the Clients
     and free of any third party right whatsoever, and the deposit thereof in
     the Aforementioned Securities Deposit. The Credit shall be made available
     in United States dollars, divided as follows:

     3.1  Credit in the amount of $19,400,000 (nineteen million and four
          hundred thousand United States dollars), which constitutes 22.2% of
          the Cost of Purchase, shall be provided for a period of 5 years from
          the date of provision thereof, at an interest rate of LIBOR + 1.75%
          per year.


                                Page 34 of 87


<PAGE>


          For the purposes of this document, the term "LIBOR" shall be
          interpreted as it is defined in the Management Terms; the term
          "Interest Period", for the purpose of definition of the LIBOR, shall
          be 3 months or 6 months, as shall be agreed between the Client and
          the Bank, prior to the provision of the Credits or any part thereof.

          The principal of the Credit shall be repaid in a single payment at
          the end of five years. The interest shall be paid every 6 months,
          starting 6 months after the date of provision of the Credit. To
          preclude all doubt, it is hereby clarified that, should the Interest
          Period, for the purpose of definition of the LIBOR, the 3 months,
          the interest shall then accrue every 3 months, shall bear interest
          and shall be paid every 6 months.

          Notwithstanding that stated above, at the request of the Clients,
          the Credit shall be provided for a shorter period than the period
          set forth above, and, at the request of the Clients, shall be
          provided again, in whole or in part, for one or more additional
          periods, but in no case for more than 5 years from the Date of
          Purchase. To preclude all doubt, the terms of the interest on the
          Credit which shall be provided from time to time as stated above,
          inclusive of the terms of payment of said interest, shall be as set
          forth above.

          In addition, and to preclude all doubt, any Credit or part thereof
          which has been repaid shall not be provided again.

     3.2  Credit in the amount of $58,500,000 (fifty-eight million and five
          hundred thousand United States dollars) shall be provided for a
          period of up to 24 months from the date of provision thereof, at an
          interest rate of LIBOR + 1 % per year. The principal of the Credit
          shall be repaid no later than 24 months from the date of provision
          thereof. The interest shall accrue as set forth in Subsection 3.1
          above and shall be paid every 6 months, starting 6 months after the
          date of provision of the Credit.

          At the request of the Clients, the Credit shall be provided for a
          shorter period than the period set forth above, and, at the request
          of the Clients, shall be provided again, in whole or in part, for
          one or more additional periods, but in no case for more than 24
          months from the Date of Purchase. To preclude all doubt, the terms
          of the interest on the Credit which shall be provided from time to
          time as stated above, inclusive of the terms of payment of said
          interest, shall be as set forth above.

          In addition, and to preclude all doubt, any Credit or part thereof
          which has been repaid shall not be provided again.

     3.3  Subject to the terms set forth in Subsection 3.4 below, at the end
          of 24 months from the date of provision of the Credit pursuant to
          Subsection 3.2 above, the Clients shall be entitled to extend the
          repayment of an amount not to exceed $19.4 million (nineteen million
          and four hundred thousand United States dollars) out of the
          principal of the Credit as set forth in Subsection 3.2 above
          (hereinafter: the "Extended Credit").


                                 Page 35 of 87


<PAGE>


          The interest on the Extended Credit shall be at the rate of the
          LIBOR + 1.375% per year, which shall apply to the Extended Credit
          starting on the Date of Purchase. For this purpose, a retroactive
          calculation shall be implemented with regard to the additional
          amounts of interest which are to be paid on the Extended Credit in
          respect of the period from the Date of Purchase and up to the date
          of the extension of credit (hereinafter: the "Supplement to the
          Interest"). The Supplement to the Interest shall be in an amount
          equal to the result of the following equation: 2 * 0.375% * Extended
          Credit.

          3.3.1  The amount of at least $4 million, on account of the
                 principal of the Extended Credit, shall be repaid at the end
                 of 36 months from the Date of Payment, 3.3.2 The amount of at
                 least $4 million, on account of the principal of the Extended
                 Credit, shall be repaid at the end of 48 months from the Date
                 of Payment. 3.3.3 The entire Unsettled Balance of the
                 Extended Credit shall be repaid at the end of 60 months from
                 the Date of Payment. 3.3.4 The interest in respect of the
                 Extended Credit shall accrue as set forth in Subsection 3.1
                 above and be paid every 6 months, starting 6 months after the
                 date of provision of the Extended Credit. 3.4 Following are
                 the cumulative conditions for the consent of the Bank to the
                 Extended Credit:

          3.4.1  The Clients and the Shareholders shall fulfill all of their
                 duties and obligations vis-a-vis the Bank pursuant to the
                 Credit Agreement, the collateral documents and all of the
                 remaining documents which shall be signed in connection with
                 the provision of the Credits.

          3.4.2  Up to the date of the Extension of Credit, no event shall
                 take place and no circumstances shall prevail which shall
                 confer upon Bank Leumi Le-Israel B.M. the right to demand
                 immediate repayment of the Credits pursuant to the Credit
                 Agreement, the collateral documents and all of the remaining
                 documents which shall be signed in connection with the
                 provision of the Credits. This shall apply even if the Bank
                 does not exercise its right as set forth above.

          3.4.3  On the date of the Extension of Credit, the Supplement to the
                 Interest as set forth in Section 3.1 above shall be paid.

4.   Terms for the Provision of the Credits

     A prerequisite for the provision of the Credits or any part thereof shall
     be that, up to and including the date of provision thereof, all of the
     following cumulative terms shall apply:

     4.1  All of the declarations set forth in Section 2 above and in this
          document, and all of the representations given by the Clients and/or
          the Shareholders to the Bank, shall remain in full force and
          unchanged, and the actual receipt of the Credits by the


                                 Page 36 of 87


<PAGE>


          Clients shall constitute confirmation by the Clients and/or
          confirmation by each of the Shareholders that all of the
          declarations given by them and/or by any of them as set forth in
          Section 2 above and in this document, and all of the representations
          as set forth above, remain in full force and unchanged.

     4.2  None of the events and none of the circumstances shall occur which,
          worthy to occur, would confer upon the Bank the right to demand the
          immediate repayment of any amount which is or shall be due to the
          Bank from the Clients, and this shall apply even if the Bank does
          not exercise its right as set forth above. For the purposes of this
          Subsection, that stated in Subsection 4.6 below shall apply instead
          of that stated in Subsection 11.4 below.

     4.3  There shall be no impediment to the provision of the Credits as a
          result of any change in the guidelines of the Bank of Israel or any
          change in any law.

     4.4  All of the collateral set forth in Section 7 below shall be
          established in favor of the Bank, to the satisfaction of the Bank,
          and all of the documents and/or certificates which are required by
          the Bank in connection with the provision of the Credits and the
          establishment of the collateral shall be signed and produced to the
          Bank, to its satisfaction.

     4.5  The Clients shall provide the Bank with a certificate issued by the
          Clients' attorney, stating that the purchase of the Purchased Shares
          by the Clients, including by means of the partial financing provided
          by the Bank, was performed according to law; that the prerequisites
          for the purchase have been upheld in full; that all of the
          resolutions, certificates and permits required under any law in
          connection with the purchase of the Purchased Shares have been
          obtained, that the Clients have signed the Credit Agreement, that
          the shares have been placed under encumbrance in favor of the Bank
          and that all of the remaining collateral set forth in this
          Supplement has been established, and that the requisite documents
          for that purpose have been signed and executed.

     4.6  Each of the following conditions shall apply:

          4.6.1  The ratio between A and C shall not exceed 0.3.

          4.6.2  The ratio between A and D shall not exceed 0.43.

          4.6.3  For the purpose of this Subsection, the letters appearing
                 above shall have the following meaning:

     "A" shall refer to:  the unsettled balance of the credit which shall have
                          been made available pursuant to Section 3.1 of this
                          document, as said amount shall be at any time
                          (principal, interest and commissions which have been
                          accumulated up to that time and have not yet been
                          debited to the credit account, as well as such
                          amounts which have come due and have not yet been
                          paid).

     "C" shall refer to:  the product of the percentage of ownership of the
                          Clients in the effective share capital of Ampal, as
                          this shall be at any time, times the equity capital
                          of Ampal, as this shall be reflected in the
                          Financial Statements most recently published by
                          Ampal prior to


                                 Page 37 of 87


<PAGE>


                          the date in question.

     "D"                  shall refer to: the product of the number of
                          Relevant Purchased Shares, as this term is defined
                          below, as these shall be at any time, times the
                          NASDAQ closing price per Ampal Class A share on the
                          date in question. Should Ampal securities also be
                          traded on another stock exchange, the Bank shall be
                          entitled, in coordination with the Clients, to
                          examine and determine the adjustment of this
                          definition to the new situation.

                          The "Relevant Purchase Shares" shall refer to the
                          Purchase Shares, as these are defined in this
                          document and/or shares in Ampal which shall be
                          distributed and/or shall be issued in their stead,
                          as well as shares in Ampal which shall be
                          distributed and/or shall be issued in respect of
                          said shares and/or the shares in their stead, as
                          they shall be as at the relevant date.


     4.7  The balance of the Cost of Purchase shall be financed from the
          equity capital of the Clients, in the amount of 9.5 million United
          States dollars, which constitutes 10.9% of the Cost of Purchase. The
          amount of the equity capital shall be provided by the Shareholders
          to the Clients against paid-up share capital in the Clients, and/or
          by way of the provision of an owners' loan which shall be deferred
          until after the settlement of all the amounts which are and shall
          become due to the Bank pursuant to the Credit Agreement. The Clients
          and the Shareholders declare that the amount of 8 million United
          States dollars out of the aforementioned equity capital has been
          deposited by the Clients, as at the date of their signature of the
          Purchasing Agreement, with the Trustee, as the Trustee has been
          defined, and pursuant to the terms of the Purchasing Agreement, as
          an advance payment on account of the consideration which they shall
          be required to transfer to the Sellers pursuant to the Purchasing
          Agreement. The balance of the equity credit, in the amount of 1.5
          million dollars, it being free of any encumbrance or third-party
          right whatsoever, shall be deposited by the Clients, prior to the
          provision of any amount whatsoever on account of the Credits, into
          the Clients' account, whose number is , at the Central (Tel Aviv)
          Branch (800) of the Bank, and shall be used solely and exclusively
          for the purpose of making the payments to the Sellers in respect of
          the purchase of the Purchased Shares, and against the transfer of
          the Purchased Shares, and the Alliance shall not be entitled to make
          any other disposition whatsoever thereof.

5.   Early Repayment

     5.1  The early repayment of the Credit or any part thereof shall be
          possible, subject to the following cumulative conditions:

          5.1.1  The amount of repayment shall not be less than 1 million
                 United States dollars (principal) each time.

          5.1.2  The Clients shall pay the Bank the principal of the amount of
                 early repayment, plus all of the interest, commissions and
                 other amounts which shall be due to the Bank in respect
                 thereof up to that date.


                                 Page 38 of 87


<PAGE>


          5.1.3  The early repayment shall be made solely and exclusively on
                 the date of determination of interest (R/O) pursuant to the
                 terms of the Credits and/or on the date of payment of any
                 interest pursuant to the terms of the Credits.

          5.1.4  With regard to the payment of an amount of 5 million United
                 States dollars or more, the Bank shall be given advance
                 notice of such payment 30 days before the expected date of
                 payment.

          5.1.5  In addition to the amounts set forth in Section 5.1.2 above,
                 the client shall pay the Bank an early repayment commission
                 in the amounts set forth below:

                 5.1.5.1  An amount equal to the product of the annual
                          percentage set forth below according to the date of
                          implementation of the early repayment, times the
                          amount of the early repayment, times the average
                          period in years remaining for repayment of that
                          Credit pursuant to the original terms thereof

                          a. Early repayment which shall be implemented up to
                             1 year from the Date of Purchase - 0.35% per
                             year.

                          b. Early repayment which shall be implemented more
                             than 1 year and up to 2 years from the Date of
                             Purchase - 0.3% per year.

                          c. Early repayment which shall be implemented more
                             than 2 years and up to 3 years from the Date of
                             Purchase - 0.2% per year.

                          d. Notwithstanding that set forth in this Subsection
                             above, should the Credit as set forth in Section
                             3.2 above be provided for a period of 6 months,
                             and should it subsequently be provided, in whole
                             or in part, for an additional period of 6 months,
                             and so forth - but in no case not more than 24
                             months from the Date of Purchase - the Client
                             shall not be required to pay any amount pursuant
                             to this Subsection 5.1.5, provided that the
                             repayment shall be made upon conclusion of any of
                             the aforementioned periods of 6 months.

                          And -

                 5.1.5.2  In case of early repayment of the entire Unsettled
                          Balance of the Credits - an amount equal to the
                          product of the percentage (flat) set forth below
                          according to the date of implementation of the early
                          repayment, times the amount of said Balance:

                          a. Early repayment which shall be implemented up to
                             2 years from the Date of Purchase - 0.15%.

                          b. Early repayment which shall be implemented more
                             than 2 years and up to 3 years from the Date of
                             Purchase - 0.1 %.

          5.1.6  Amounts which shall be repaid for the purpose of
                 implementation of early repayment shall be credited on
                 account of the Credits as set forth below:


                                 Page 39 of 87


<PAGE>


                 5.1.6.1  Amounts originating in payments which have been paid
                          by Ampal to the Clients and/or to any of the
                          Shareholders and/or to a family member of any of the
                          Shareholders and/or to corporations under the
                          Control of Mr. Yossi Maiman and/or under the Control
                          of any of his family members, as dividends,
                          management fees, brokerage fees, consultation fees,
                          or refund of owner's loans, shall initially be
                          credited on account of the Credit as set forth in
                          Subsection 3.1 above, and following the entire
                          repayment of all of the aforementioned Credit, shall
                          be used for repayment of the Credit as set forth in
                          Subsection 3.2 or 3.3, as is relevant.

                 5.1.6.2  Amounts not originating in payments which have been
                          paid as set forth above shall be credited on account
                          of the Credit as set forth in Subsection 3.2 or 3.3,
                          as is relevant; with regard to Credit as set forth
                          in Subsection 3.3, the amounts shall be credited on
                          account of each of the installments of the
                          aforementioned Credit which remain to be paid, so
                          that the amount of the principal of each installment
                          shall decrease, but no change shall occur in the
                          dates of the installments or in the period of the
                          Credit. The Bank shall provide the Clients with a
                          new schedule of payments which shall bind the
                          Clients.

                          Any amounts as set forth above which shall be repaid
                          following the entire repayment of the Credits as set
                          forth in Subsections 3.2 and 3.3 above shall be used
                          for repayment of the Credit as set forth in
                          Subsection 3.1 above.

          5.1.7  To preclude all doubt, it is hereby clarified that any Credit
                 which has been repaid shall not be provided again.

          5.1.8  To preclude all doubt, the early repayment commission as set
                 forth in this Section shall be in addition to the additional
                 commissions and amounts set forth in Section 6 below.

6.   Additional Commissions and Amounts

     In respect of the Credits, additional commissions and amounts shall be
     paid to the Bank as shall have been agreed between ourselves.


7.   Collateral

     For the purpose of securing the Credits and all of the Clients' debts and
     obligations of the Bank pursuant to the Credit Agreement, the following
     collateral shall be provided to the Bank, prior to the provision of any
     amount on account of the Credit:

     Notwithstanding that set forth above, the collateral set forth in
     Subsections 7.1, 7.2, 7.4 (insofar as this refers to the Clients) and 7.6
     shall be provided simultaneously with the provision of any amount on
     account of the Credit.


                                 Page 40 of 87


<PAGE>


     To preclude all doubt, it is hereby clarified that the receipt of any
     collateral and/or any document by the Bank is contingent upon obtaining a
     certificate from the Clients' legal counsel stating that all of the
     resolutions and certificates required under any law have been obtained.

7.1  A first-degree fixed charge, unlimited in amount, and signed by the
     Clients, on all of the Purchased Shares, they then being under the
     ownership of the Clients and free of any right held by any Other. The
     Credits shall be provided against the deposit of all of the shares as set
     forth above in the Aforementioned Securities Deposit and the encumbrance
     thereof in favor of the Bank. For the purposes of this document, the term
     "Other" shall refer to any person or corporation other than the Clients.

     The Clients declare that they have not given to any entity a right of
     first refusal and/or option and/or any other right in connection with the
     Purchased Shares, and undertake not to give any such right to any entity
     whatsoever. In addition, the Clients declare that there is no valid
     agreement between the shareholders in Ampal with regard to their holdings
     in Ampal, and undertake not to engage in an agreement of this type
     without having obtained the consent of the Bank thereto in advance and in
     writing.

7.2  A first-degree fixed charge, unlimited in amount, on all of the Clients'
     rights pursuant to the Purchasing Agreement.

7.3  A fixed charge on the unpaid share capital and goodwill and a
     first-degree floating charge, unlimited in amount, on all of the Clients'
     assets and rights of any type and kind.

7.4  First-degree fixed and floating charges, unlimited in amount, on all of
     the management fees, consultancy fees, brokerage fees and any other
     payment which is and/or shall be due from Ampal to the Clients and/or to
     any of the Shareholders and/or to a family member of any of the
     Shareholders and/or to corporations under the Control of any of the
     Shareholders and/or under the Control of any family member thereof, and
     the rights to receive such payments, with the exception of the Permitted
     Payments, as this term is defined below. For the purposes of this
     document, the "Permitted Payments" shall refer to payments which shall be
     due from Ampal to Merhav M.N.P. Ltd. (and, to preclude all doubt,
     including, but without derogating from the generality of that set forth
     above, management fees and/or consultancy fees and/or brokerage fees) in
     respect of commercial transactions between Ampal and Merhav M.N.P. Ltd.,
     which are in the usual and ongoing course of business of Ampal and Merhav
     M.N.P. Ltd., under the market conditions prevailing between a voluntary
     seller and a voluntary buyer.

     The signature of the Shareholders on this document shall constitute the
     encumbrance of their rights to receive payments from Ampal as stated
     above.

7.5  The Shareholders declare and undertake, as witnessed by their signature
     in the margins of this document, that, with the exception of the options
     to Mr. Yossi Maiman as set forth in the definition of the Shareholders,
     neither they nor any of


                                 Page 41 of 87


<PAGE>


     them have sold and/or transferred and/or encumbered and/or conferred upon
     any other entity any right whatsoever in connection with their shares in
     the Clients, and that, with the exception of the transfer of the shares
     in the Clients which are owned by the Other Shareholders to Mr. Yossi
     Maiman in the event of exercise of the aforementioned options by him, in
     whole or in part, and that neither they nor any of them shall sell and/or
     shall transfer and/or shall encumber and/or shall confer upon any other
     entity any right whatsoever in connection with their shares in the
     Clients without having obtained the consent of the Bank thereto in
     advance and in writing.

7.6  A permanent guarantee, unlimited in amount, and an appendix to said
     guarantee, signed by Mr. Yossi Maiman, in the wording and pursuant to the
     terms set forth in Appendices 7.6 and 7.6a to this document, in order to
     secure all of the amounts which are and shall be due to the Bank from the
     Clients pursuant to the Purchasing Agreement.

     Notwithstanding that set forth above, the Bank shall not be entitled to
     demand from Mr. Yossi Maiman any amount whatsoever according to his
     guarantee in respect of the principal of the Credit pursuant to Section
     3.1 above, unless one or more of the following events shall have taken
     place:

          7.6.1  Should the Clients and/or the Shareholders and/or any thereof
                 and/or anyone replacing them and/or anyone acting on their
                 behalf and/or on the behalf of any of them challenge the
                 validity of the encumbrance of the Purchase Shares and/or the
                 exercise of the aforementioned encumbrance, in whole or in
                 part, or the right to exercise said encumbrance or to receive
                 payment pursuant thereto, or in any case where the Bank shall
                 be obligated to refund the consideration in respect of
                 exercise of the encumbrance on the Purchase Shares, in whole
                 or in part, and should any such challenge be made by a
                 receiver, liquidator, trustee and the like and/or by any
                 third party whatsoever, and should a competent court rule
                 that the encumbrance on the Purchased Shares is invalid or
                 cannot be exercised, in whole or in part, and in any case of
                 challenge against the payment of monies on account of
                 repayment of the Credits, and/or in any case where the Bank
                 shall be required and/or obligated to refund monies as stated
                 above.

          7.6.2  Should any of the events set forth in Subsections 11.4.1
                 and/or 11.4.2 below take place, or should the ratio between A
                 and D be equivalent to 0.48 in the course of 10 consecutive
                 trading days on which Class A shares in Ampal are traded on
                 NASDAQ, and provided that the amounts which Mr. Yossi Maiman
                 shall be required to pay pursuant to this subsection shall
                 not exceed the amounts which shall bring the ratio between A
                 and C to 0.32 and the ratio between A and D to 0.42. (In this
                 subsection, the meaning of the letters "A", "C" and "D" shall
                 be as these letters are defined in Subsection 4.6 above.)

          7.6.3  Without derogating from the obligations of the Clients and
                 the Shareholders, should the payments from Ampal, as set
                 forth in Section 9 below, not be transferred to the Clients,
                 in contravention of said Section, for the purpose of
                 repayment on account of the Credits, provided that the
                 amounts which Mr. Yossi Maiman shall be required to pay
                 pursuant to this subsection shall


                                 Page 42 of 87


<PAGE>


                 not exceed the total amount of the payments which were not
                 transferred as stated.

8.   Additional Obligations of the Clients

     8.1  The Clients undertake that, up to the full and final repayment of
          the Credits and unless they shall have obtained the consent of the
          Bank, in advance and in writing, to act otherwise:

          8.1.1  They shall not take and shall not agree to the taking of any
                 measure which shall adversely affect their rights in the
                 Purchased Shares, or to any damage to the rights of the Bank
                 as the holder of the encumbrance thereon, and/or which is
                 liable, directly or indirectly, to cause the cessation of
                 trading in Ampal shares on NASDAQ and/or on any other stock
                 exchange on which they shall be traded (if any)and/or to the
                 withdrawal of said shares from the commercial market.

          8.1.2  They shall not engage in any other activity except for the
                 holding of the Purchased Shares, and they shall not engage in
                 any financial undertaking whatsoever, except vis-a-vis the
                 Bank pursuant to this document. The Clients declare that, up
                 to the date of signature of this document, they have not
                 engaged in any activity and have not incurred any financial
                 undertaking whatsoever vis-a-vis any entity, except vis-a-vis
                 the Bank in connection with the Credits, and they have no
                 creditors and/or other payables.

          8.1.3  The Clients shall not have any expenses of any type and kind
                 whatsoever, with the exception of compulsory payments and
                 taxes under any law, legal fees, accounting fees, insurance,
                 fees and any other expense incurred in the usual course of
                 business of a company of the type reflected in this document.

                  To preclude all doubt, dividends (if any) which shall be
                  received from Ampal shall not be used to cover the
                  aforementioned expenses and payments.

          8.1.4  They shall not pay, directly or indirectly or in any manner
                 whatsoever, any amounts to any of the principals of the
                 Clients and/or to any company under their Control or under
                 the Control of any of them and/or to their family members (as
                 these terms are defined in the Securities Law, 1968) or to
                 any thereof (or to any third party which shall act on their
                 behalf or in their stead), whether by virtue of their
                 position as shareholders, as functionaries and/or as
                 Officeholders or any other position, in respect of dividends,
                 salary, expenses, management fees, consultancy fees and/or
                 participation fees, in cash or in kind.

          8.1.5  They shall refrain from the sale or transfer in any manner of
                 any assets and/or rights of any type and kind whatsoever,
                 they shall not encumber any of their assets in any way
                 whatsoever and for any purpose whatsoever, they shall refrain
                 from guaranteeing the obligations of any Other and/or from
                 taking on any financial obligation in respect of the
                 obligations of any Other, whether themselves or jointly with
                 any Other. In addition, they shall not borrow from any Other
                 and they shall not lend to any Other, with the


                                 Page 43 of 87


<PAGE>


                 exception of the receipt of Credits as set forth above from
                 the Bank and the receipt of loans from the Shareholders for
                 the purpose of repayment of the Credits and payment of the
                 expenses and the payments set forth in Subsection 8.1.3
                 above. The aforementioned loans from the Shareholders shall
                 be deferred until after the settlement of all the amounts
                 which are and shall be due to the Bank pursuant to the Credit
                 Agreement.

          8.1.6  They shall refrain from making any decisions with regard to
                 voluntary winding-up, change in their corporate structure,
                 reorganization, merger with another company or other
                 companies, merger with the business of another company or
                 other companies, compromise or arrangement under any law
                 and/or petition for a stay of proceedings under any law.

          8.1.7  They shall cause Ampal to refrain from making any decisions
                 with regard to voluntary winding-up, change in their
                 corporate structure, reorganization, merger with another
                 company or other companies, merger with the business of
                 another company or other companies, compromise or arrangement
                 under any law and/or petition for a stay of proceedings under
                 any law. In addition, the Clients undertake to cause Ampal to
                 refrain from making any of the above decisions, including
                 with regard to any proceedings or similar activities which
                 exist according to the law applicable to Ampal.

          8.1.8  They shall not issue and shall not allocate shares and/or
                 rights of any type and kind whatsoever to any entity
                 whatsoever in any manner or form, and shall not take any
                 other action, which shall have the result of reducing the
                 percentage of ownership and voting rights and of the right to
                 appoint directors, which are held by each of the Shareholders
                 as set forth in the definition of the Shareholders above.
                 That set forth above shall not apply to the transfer of the
                 shares in the Clients which are owned by the Other
                 Shareholders to Mr. Yossi Maiman in the event of exercise of
                 the option set forth in the definition of the Shareholders,
                 in whole or in part.

          8.1.9  They shall ensure that, at any time whatsoever, the effective
                 percentage of their capital and control of Ampal, in respect
                 of the Purchased Shares, shall not be less than the
                 percentages set forth in the definition of the Purchase
                 Shares above, except in the case of a disposition of the
                 Treasury Shares as set forth in Subsection 8.1.10 below
                 and/or in the case of an issue of shares to employees as a
                 result of an Issue to Employees, as this term is defined and
                 as set forth in Subsection 8.1.11 below, provided that, at
                 any time following the occurrence of one or more of the
                 aforementioned events, the effective percentage of the
                 Clients' capital and control of Ampal, in respect of the
                 Purchased Shares, shall not be less than 50.1%.


          8.1.10 They shall ensure that, with regard to the Treasury Shares,
                 no disposition whatsoever shall be made - including transfer
                 and/or sale and/or encumbrance and/or undertaking to perform
                 any of the aforementioned operations - which shall cause the
                 effective percentage of the Clients' capital and control of
                 Ampal, in respect of the Purchased Shares, to become less
                 than 50.1%.

          8.1.11 They shall ensure that Ampal shall not issue and shall not
                 allocate shares and/or securities convertible to shares
                 and/or options and/or any other right


                                 Page 44 of 87


<PAGE>


                 of any type and kind to any entity whatsoever in any manner
                 or form, with the exception of options to the employees,
                 consultants and Directors of Ampal pursuant to the plan for
                 the issue of options to employees, consultants and Directors
                 (hereinafter: the "Issue to Employees").

          8.1.12 They shall ensure that Ampal shall make full and timely
                 payment, to all of the holders of its Preferred Stock, of the
                 dividends which are and shall be due from it to said
                 stockholders.

          8.1.13 They shall object to the engagement of Ampal in any
                 undertaking whatsoever which shall restrict its ability to
                 distribute dividends. The Clients declared that, as at the
                 date of their signature on this document, Ampal has not
                 engaged vis-a-vis any entity whatsoever in any undertaking
                 whatsoever which restricts its ability to distribute
                 dividends.

          8.1.14 None of the ratios set forth in Subsection 11.4.1 and 11.4.2
                 below shall exist.

     8.2  The Clients hereby declare and undertake that, subject to that set
          forth in Section 2.2 above, as at the date of their signature on
          this document, they are not in breach of the terms as set forth
          above and/or of any of the other terms as set forth in this
          Supplement. The Clients and the Shareholders undertake to notify the
          Bank of any breach or any expected breach, by them and/or by any of
          the Shareholders and/or by Ampal, of any term and/or any undertaking
          vis-a-vis any entity whatsoever, including the Bank, immediately
          upon discovering this.

9.   Payments from Ampal

     Without derogating from that set forth in Section 7.4 above, any amount
     which shall be due from Ampal to the Clients and/or to any of the
     Shareholders and/or to a family member of any of the Shareholders and/or
     to corporations under the Control of Mr. Yossi Maiman and/or under the
     control of any of his family members, as dividends, management fees,
     consultancy fees, brokerage fees, return of owners' loans or in any other
     manner, but with the exception of the Permitted Payments, shall be paid
     to the Clients (through their account at the Bank) and shall be used for
     the purpose of repayment on account of the Credits. Should no payment on
     account of the Credits be due on the date of receipt of said monies, the
     monies shall be deposited in a deposit in the name of the Clients at the
     Bank, and said deposit shall be encumbered in favor of the Bank, in the
     wording and pursuant to the terms set forth in Appendix 9 to this
     document, in order to secure the Clients' debts and obligations pursuant
     to the Credit Agreement. The Clients shall be entitled to use the monies
     in the deposit solely and exclusively for the purpose of payment of the
     amounts due in respect of the Credits, on the due dates in respect
     thereof, and/or for the purpose of making early repayment at the terms
     set forth in Section 5 above. The Clients and each of the Shareholders
     undertake, jointly and severally, to ensure that all of the payments
     which shall be due from Ampal as set forth above to any of them - but
     with the exception of the Permitted Payments - shall be paid by Ampal to
     the Clients through the Clients' account at the Bank.

10.  Reports

     In this Section, the term "Financial Statements" shall have the following
     meaning:


                                 Page 45 of 87


<PAGE>


     The annual and quarterly Financial Statements of the relevant company,
     drawn up in accordance with generally accepted accounting principles, and
     including, inter alia, the balance sheet, the statement of profit and
     loss, the cash-flow statement and any other report which shall be
     required by the competent authorities, the quarterly Financial Statements
     having been reviewed and the annual Financial Statements having been
     audited, as well as the Notes to the Financial Statements and the
     management reports.

     10.1 The Client shall provide the Bank with the following reports:

          10.1.1 Immediately upon the signature thereof and no later than June
                 30 of each year - the Financial Statements of the Clients,
                 such that the balance sheet included therein shall refer to
                 December 31 of the previous year.

          10.1.2 The consolidated and non-consolidated annual Financial
                 Statements of Ampal and the quarterly Financial Statements of
                 Ampal, immediately upon the publication thereof.

          10.1.3 A copy of any report of any type and kind which shall be
                 delivered by Ampal to the Securities Commission in the United
                 States and/or to NASDAQ and/or to any authority and/or any
                 stock exchange on which Ampal securities shall be traded (if
                 any), immediately upon the delivery of said reports to said
                 entities.

          10.1.4 A written report - simultaneously with the provision of
                 notice to the shareholders of the relevant corporation - on
                 any General Meeting of the Clients and/or of Ampal which is
                 about to take place, including provision of full details on
                 the topics to be discussed therein. The wording of the
                 resolution shall also be provided to the Bank.

          10.1.5 A written report, immediately upon the clients' becoming
                 aware of any meeting of the Board of Directors of the Clients
                 or of Ampal which is about to take place and whose agenda
                 includes a resolution and/or recommendation with regard to
                 the issue or undertaking to issue a dividend and any other
                 distribution as this term is defined in the Corporations Law,
                 1999 and/or distribution of bonus shares, as well as any
                 resolution with regard to the allocation of shares and/or
                 securities convertible to shares, and/or with regard to the
                 publication of a prospectus for the issue of shares and/or
                 securities convertible to shares, and/or with regard to the
                 giving of any undertaking or proposal for the allocation of
                 shares and/or securities convertible to shares, and/or any
                 resolution and/or recommendation with regard to a change in
                 the incorporation documents, approval of operations and
                 transactions with Officeholders or principals or entities
                 related thereto, increase in the registered share capital or
                 reduction of capital, merger, change in or reorganization of
                 the corporate structure and/or changes in the Company's
                 principal business, voluntary winding-up and/or any
                 resolution and/or recommendation with regard to compromise
                 and/or arrangement as these terms are defined in the
                 Corporations Law, 1999, including any event or proceeding
                 which is parallel or essentially similar to any event or
                 proceeding set forth in this Section above, and which exists
                 according to the law applicable to Ampal.


                                 Page 46 of 87


<PAGE>


     10.2 Mr. Yossi Maiman shall provide the Bank from time to time, upon
          demand by the Bank, with an updated written report with regard to
          his assets and liabilities, in the format which was provided by him
          and/or on his behalf to the Bank in February 2002.

     10.3 In addition, the Clients shall provide the Bank, from time to time,
          with reports, information and clarifications, including Financial
          Statements, with regard to corporations under the Control of Ampal,
          insofar as they shall be required to do so.

11.  Demand for Immediate Repayment

     In addition to the events set forth in Section 22 of the Management Terms
     - mutatis mutandis, as set forth in Section 11.10 to 11.14 below - the
     Bank shall be entitled to demand immediate repayment of the entire
     Unsettled Balance of the Credit, plus the early repayment commission as
     set forth in Section 5.1.5 above, upon the occurrence of one or more of
     the following events:

     In the opening passage of Section 22 of the Management Terms, the words
     "any amount which, in the opinion of the Bank, shall be sufficient to
     compensate the Bank in respect of any damage which shall be incurred by
     it as the result of the immediate settlement as stated" shall be deleted
     and shall be replaced by "plus the early repayment commission as set
     forth in Section 5.1.5 of the Supplement to the General Terms dated ".

     The Bank shall give the Clients seven days' advance warning of its
     intention to demand immediate payment as set forth above, except in the
     case of occurrence of any circumstance and/or event described in Sections
     11.6, 11.7 and 11.8 below and in Sections 22 (b), 22 (c), 22 (d) and 22
     (e) to the Management Terms, and except in cases where, at the discretion
     of the Bank, the delay which would be caused by the giving of such notice
     would be liable to exacerbate the situation of the Bank and/or to have a
     substantial negative effect on its rights.

     11.1 Should any change take place in the percentage of ownership and
          voting rights held by any of the Shareholders, relative to that set
          forth in the definition of the Shareholders, except as the result of
          the transfer of shares from any of the Other Shareholders to Mr.
          Yosef Maiman in respect of exercise of the options mentioned in the
          definition of the Shareholders, by him, in whole or in part.

     11.2 Should the effective percentage of the Clients' capital and Control
          of Ampal, in respect of the Purchased Shares, be less than the
          percentages set forth in the definition of the Purchased Shares
          above, or - in the case of a disposition of the Treasury Shares as
          set forth in Subsection 8.1.10 above and/or in the case of issue of
          shares as the result of an Issue to Employees as set forth in
          Subsection 8.1.11 above - should the effective percentage as set
          forth above be less than 50.1%.

     11.3 Should an event take place at any time which substantively decreases
          or endangers the Bank's ability to receive full and timely payment
          in respect of the Credits and/or which substantively decreases or
          endangers the value of the collateral which was given to the Bank in
          order to secure the Credits, including, but without derogating from
          the generality of that stated above, any case in which, at any time,
          any of the ratios set forth in Subsection 11.4 below shall exist.


                                 Page 47 of 87


<PAGE>


     11.4 Should one or more of the ratios set forth below exist:

          11.4.1 Should the ratio between A and C exceed 0.37 at anytime.

          11.4.2 Should the ratio between A and D exceed 0.48, in the course
                 of 6 consecutive trading days on which Class A shares in
                 Ampal are traded on NASDAQ.

          11.4.3 For the purposes of this subsection, the meaning of the
                 letters "A", "C" and "D" shall be as these letters are defmed
                 in Subsection 4.6 above.

     11.5 Should Mr. Yossi Maiman not serve as an Officeholder in the Clients.

     11.6 Should there be a cessation of trading of the shares on NASDAQ or on
          any stock exchange on which Ampal securities are traded (if any) for
          10 consecutive days, or should Ampal shares be withdrawn from the
          commercial market.

     11.7 Should the agenda of the General Meeting and/or the meeting of the
          Board of Directors of the Clients include a resolution with regard
          to the following matters: a resolution pursuant to Sections 314
          and/or 350 and/or 351 of the Corporations Law, 1999; a resolution
          with regard to voluntary winding up, a petition for a stay of
          proceedings; a resolution with regard to a merger and/or changes in
          the legal structure and/or changes in the capital structure of the
          Clients and/or changes in the rights conferred by the Clients'
          shares and/or a resolution with regard to the dilution of the
          Clients' shares and/or resolutions with regard to actions which, in
          the opinion of the Bank, are liable to adversely affect the rights
          of the Bank pursuant to the encumbrance of the Purchased Shares
          and/or to reduce the value of the shares and the rights which shall
          be encumbered in favor of the Bank as set forth in Section 7.1
          above.

     11.8 Should the agenda of the General Meeting and/or the meeting of the
          Board of Directors of Ampal include a resolution with regard to the
          following matters: a resolution pursuant to compromise and/or
          arrangement under any law, a petition for as stay of proceedings, a
          resolution with regard to voluntary winding up, a resolution with
          regard to merger - which, in the opinion of the Bank, is liable to
          substantively decrease or endanger the Bank's possibility of
          receiving full and timely payment in respect of the Credits and/or
          to substantively decrease or endanger the value of the encumbrance
          on the Purchased Shares - and/or changes in the legal structure
          and/or changes in the capital structure of Ampal and/or changes in
          the rights conferred by Ampal shares and/or a resolution with regard
          to the dilution of Ampal shares and/or resolutions with regard to
          actions which, in the opinion of the Bank, are liable to adversely
          affect the rights of the Bank pursuant to the encumbrance of the
          Purchased Shares and/or to reduce the value of the shares and the
          rights which shall be encumbered in favor of the Bank as set forth
          in Section 7.1 above, or should the General Meeting and/or the
          meeting of the Board of Directors of Ampal have passed any of the
          resolutions set forth above - whether or not the resolution was
          placed on the agenda by the Clients and/or at their initiative
          and/or with their consent, and whether or not the Clients and/or
          anyone acting on their behalf objected to the passing thereof.
          Notwithstanding that stated above, should the Clients show the bank,
          to its satisfaction, that the resolution with regard to any of the
          aforesaid matters which is on the agenda was not placed there by the
          Clients and/or at their initiative


                                 Page 48 of 87


<PAGE>


          and/or with their consent, and should they inform the bank that they
          and/or anyone acting on their behalf shall object to the passing
          thereof, then, in such a case, the fact that the resolution is on
          the agenda of the General Meeting and/or the meeting of the Board of
          Directors of Ampal-by contrast to the actual passing of such a
          resolution - shall not confer upon the Bank the right to demand
          immediate repayment of the Clients' debts and obligations to it.

     11.9 Should Ampal, for two consecutive years, fail to pay to the holders
          of its Preferred Stock the amounts of the dividends which are and/or
          shall become due to them from Ampal.

     11.  10 In Section 22 (b) of the Management Terms, the words "7 days"
          shall be replaced by "30 days".

     11.11 In Section 22 (c) of the Management Terms, the words "provided
          that, should such an application have been filed by a third party,
          it shall not have been canceled within forty-five days of the filing
          thereof' shall be added at the end of the section.

     11.12 In Section 22 (f) of the Management Terms, the word "obligation"
          shall be preceded by the word "substantive".

     11.13 Section 22 of the Management Terms, which sets forth the events
          which confer upon the Bank the right to demand immediate repayment,
          shall state that any event as stated therein which shall take place
          with regard to the Clients and/or Ampal and/or Mr. Yossi Maiman
          shall confer upon the Bank the right to demand immediate repayment
          of the Credits, and that accordingly, any mention of the words "the
          Clients" shall be deemed to read "the Clients and/or Ampal and/or
          Mr. Yossi Maiman", subject to that set forth below:

          11.13.1 Concerning Section 22 (f) of the Management Terms - that
                 stated therein shall not apply to any of Mr. Maiman's
                 obligations vis-a-vis the Bank in connection with other
                 credits and banking services which shall have been provided
                 by the Bank to Israel 10 - Broadcasts of the New Channel Ltd.
                 In addition, that stated therein shall not apply to any of
                 Ampal's obligations vis-a-vis the Bank unless, in the opinion
                 of the Bank, the breach of any such obligation substantively
                 decreases or endangers the Bank's ability to receive full and
                 timely payment in respect of the Credits and/or which
                 substantively decreases or endangers the value of the
                 encumbrance on the Purchased Shares.

          11.13.2 Concerning Section 22 (i) of the Management Terms - with
                 regard to Ampal or Mr. Yossi Maiman only, the words "provided
                 that the amount of the debts and obligations with regard to
                 which such an entity holds such a right shall not be less
                 than 5 million United States dollars" shall be added at the
                 end of the section.

          11.13.3 Concerning Section 22 (j) of the Management Terms - that
                 stated therein shall not apply to any collateral which the
                 Bank has received in connection with other credits and
                 banking services which shall have been provided by the Bank
                 to Israel 10 - Broadcasts of the New Channel Ltd. In
                 addition, that stated therein shall not apply to any
                 collateral which the


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<PAGE>


                 Bank shall have received from Ampal, unless, in the opinion
                 of the Bank, the occurrence of one or more of the events set
                 forth in the aforementioned Section 22 (j) with regard to the
                 asset as set forth above substantively decreases or endangers
                 the Bank's ability to receive full and timely payment in
                 respect of the Credits and/or which substantively decreases
                 or endangers the value of the encumbrance on the Purchased
                 Shares.

     11.14 The events and proceedings set forth in Section 22 of the
          Management Terms and in Section 11.8 above shall be interpreted so
          as to also include any event and/or proceeding which is parallel or
          essentially similar to any event or proceeding set forth in this
          Section above, and which exists according to the law applicable to
          Ampal, whether such an event and/or proceeding shall be governed by
          Israeli law or by the law applicable to Ampal.

12.  Terminating Condition

     It is hereby clarified that, upon any occurrence of one or more of the
     events which confer upon the Bank the right to demand immediate repayment
     of any amount which is and/or shall be due to the Bank from the Clients,
     and/or in any case where a change for the worse in the restrictions
     applicable to the Bank shall take place, including a change in the policy
     of the Bank of Israel or a change in the provisions of the laws which
     exist or which shall exist with regard to the Credits and/or the
     collateral mentioned in this document, the Bank, should it not yet have
     provided the Credits to the Clients, shall not be required to do so, and,
     should the Bank have provided the Credits in part, it shall not be
     required to provide the balance of the Credits to the Clients.

13.  Miscellaneous

     13.1 A waiver by the Bank of any previous breach of, or of any failure to
          uphold, one or more of the obligations vis-a-vis the Bank pursuant
          to the Credit Agreement and/or the collateral and/or the failure to
          uphold any term of this document, shall not be deemed to constitute
          consent to an additional breach of, or to any additional failure to
          uphold, any terminal or obligation as stated; and the fact that the
          Bank refrains from making use of any right to a pursuant to this
          document or under any law shall not be interpreted as a waiver of
          that right. Any concession or waiver with regard to any of these
          terms by the Bank shall not be binding upon the Bank and shall not
          constitute consent to any failure to uphold any term of this
          document unless made in writing by the Bank.

     13.2 The rights of the Clients pursuant to this document and/or the
          documents mentioned herein or related hereto are not assignable or
          transferable in any manner or form.

     13.3 The Bank shall be entitled to sell its participation in the Credit,
          in whole or in part, to any third party which is a Bank and/or a
          subsidiary of the Bank, provided that the Bank shall not be entitled
          to transfer to a third party as stated, information with regard to
          the reports which it shall have received from Mr. Maiman as set
          forth in Section 10.2 above and/or the right to demand such reports
          in future.

     13.4 The Clients and the Shareholder shall not be entitled to present
          this document before any entity without having obtained the consent
          of the Bank thereto in


                                 Page 50 of 87


<PAGE>


          advance and in writing. That stated in this Section shall not apply
          to the presentation of this document to any entity or authority
          authorized to demand the presentation hereof under any law.

     13.5 Stamp duty which applies - should it apply - to this document and
          other documents which shall be signed in connection herewith or
          pursuant hereto shall be borne and paid by the Clients in a timely
          manner.

     13.6 The headings of the sections in this document are intended for
          convenience only and shall not be taken into consideration in
          interpreting the terms of this document.

     13.7 The Credit Agreement and the documents which shall be signed in
          connection therewith and/or pursuant thereto constitute the whole
          agreement in connection with the object of the Credit Agreement, the
          and supersede any previous agreement or arrangement between the Bank
          and the Clients and/or the Shareholders which refers to the object
          of this Agreement, including the letters sent by the Bank to Yossi
          Maiman and dated , which were confirmed by the Clients and the
          Shareholders, and including previous letters and/or previous drafts
          which were exchanged by the aforesaid parties.

     13.8 All of the provisions of the Credit Agreement and/or the collateral
          documents and/or the documents which shall be signed in connection
          therewith and/or pursuant thereto are mutually complementary.
          However, in case of an explicit contradiction between the provisions
          of this document and the provisions of any of the documents which
          shall be signed as set forth above, that stated in this document
          shall prevail, unless otherwise set forth in any of the documents
          which shall be signed as set forth above.

     13.9 All of the documents which have been and/or shall be signed by the
          Clients in connection with the opening of the account in which the
          Credits shall be managed and/or in connection with the management of
          the Credits shall apply, notwithstanding that set forth therein,
          sole and exclusively in connection with the Credits as these are
          defined in this Supplement.

          IN WITNESS WHEREOF WE HAVE AFFIXED OUR SIGNATURES:


                        ------------------------------
                           Y.M. Noy Investments Ltd.

We the undersigned, Yossi Maiman, Ohad Maiman and Noa Maiman, jointly and
severally, agree to that set forth in the Management Terms and the Supplement,
declare as set forth therein and undertake to act accordingly.


        --------------          --------------          --------------
         Yossi Maiman            Ohad Maiman              Noa Maiman


                                 Page 51 of 87


<PAGE>


    I represent that the foregoing is a fair and accurate summary English
translation of the original Hebrew language Supplement to the General Terms
for Opening and Operating a Credit Account in Foreign Currency and in Israel
Currency dated as of April 25, 2002, executed by Yosef A. Maiman, Y.M. Noy
Investments Ltd., Ohad Maiman and Noa Maiman.

                                                      /s/ Yosef A. Maiman
                                                 By:  ------------------------
                                                 Name:  Yosef A. Maiman
                                                 Title: Chairman of the Board
                                                        of Directors









                                 Page 52 of 87