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                                                                   Eshibit 10.16

                                 LEASE AGREEMENT

   Entered into and signed in ___________on ____of the month of December, 1999

                                    between:

                B.A.T.M. Real Property (1994) Ltd.
                of 22 Hamelacha Street, Sibil  I.Z., Rosh Ha'ayin
                P.O.B. 11387, Rosh Ha'ayin 48091
                (hereinafter - "the Lessor")                   OF THE FIRST PART

                                      And:

                Given Imaging Ltd., a private company
                No. 51-257802-2
                of Building No. 7, New Industrial Zone, Yokne'am
                P.O.B. 258, Yokne'am 20692
                (hereinafter - "the Lessee"                   OF THE SECOND PART

Whereas the Lessor is the owner of rights pursuant to a long term lease
agreement with the Israel Land Administration, in a plot of land known as plot
No. 6 pursuant to Detailed Plan ___________ in block 11495 parcel 13, in the New
Industrial Zone, Yokne'am (hereinafter - "the Plot");

And whereas the Lessor is erecting on the Plot a 5-storey hi-tech building on
pillars (hereinafter - "the Building");

And whereas the Lessee is desirous of leasing areas in the Building as marked in
the drawing attached to this Agreement as ANNEX A , and as hereinafter
specified;

On floor 2 - 507.50 sq.m.; on floor 3 - 522.80 sq.m.; on floor 4 - 479.80 sq.m.
The Lessee's proportional share in the public areas is (15%) - 226.15 sq.m.,
making a total of 1736.60 sq.m. (hereinafter - "the Premises");

And whereas the Lessee declares and confirms that it has inspected the Premises
and the surrounding thereof and is interested in leasing the Premises for the
purpose prescribed in this Contract and sign a contract with the Management
Company in the form hereto attached;

And whereas no key-money has been paid and the Tenant's Protection Laws will not
apply to the lease forming the subject of this Contract;

And whereas the Lessor declares that it agrees to lease out the Premises to the
Lessee pursuant to the provisions in this Contract;



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NOW, THEREFORE, IT HAS BEEN DECLARED AND AGREED BETWEEN THE PARTIES AS FOLLOWS:

1.     PREAMBLE

       The Preamble to this Contract and the annexes attached thereto form an
       integral part thereof.

2.     THE LEASE

       A.       Subject to the following provisions and subject to full
                compliance by the Lessee of his obligations on time, the Lessor
                hereby leases out to the Lessee and the Lessee hereby leases
                from the Lessor the Premises under an unprotected lease for the
                purpose of the lease as hereinafter specified and pursuant to
                the other conditions of this Contract.

       B.       The parties declare that there exists no legal and/or economic
                and/or other impediment to their entering into this Contract and
                the discharge of their obligations in full thereunder in time
                and precisely.

       C.       The Lessor hereby grants to the Lessee a right of first refusal
                to lease further areas available for lease in the same wing of
                the Building in which the Premises are located, under the same
                conditions as are proposed by a potential third party lessee or
                under the conditions set out in this Contract, as opted by the
                Lessor.

3A.    RENT

       The rent for the Period of Lease shall be paid as specified in ANNEX "B"
       hereto attached.

4.     PERIOD OF LEASE

       The original period of lease is 5 years, commencing on 1.4.2000.

       Should the Lessee receive a demand from any competent authority
       whatsoever to vacate the Premises due to the non-receipt of a business
       License for reasons beyond its control, it shall be entitled to curtail
       the Period of Lease and terminate this Contract by 60 days' prior notice
       in writing.

5.     RECEIPT OF PREMISES

       A.       The Lessee declares that it has inspected and approved the
                location of the Premises, the structure and details thereof
                pursuant to the annexes to this Contract, and the receipt of
                full details with respect to the standard of the finishes in the
                Premises to be delivered thereto, and the Lessee declares that
                it found the Premises suitable and fit for its objects. For the
                avoidance of doubt, it is declared that the finish standard of
                the Premises is identical to the finish standard in the Lessor's
                area in the first wing of the Building.



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       B.       The Lessee declares that it has seen and examined the planning
                condition of the Premises and the development and/or long-lease
                agreement and/or Town Building Plan applicable thereto, and it
                waives all claims of incompatibility with its needs and that it
                is aware that the designation of the Premises under the
                aforesaid is that of craft and industry purposes only and that
                any payment of any class whatsoever chargeable on the Premises
                in respect of the Lessee's specific use of the Premises shall be
                borne by the Lessee.

       C.       The Lessor shall deliver the Premises to the Lessee not later
                than 1.4.2000. Notwithstanding the aforesaid, the Lessee is
                aware that the Premises are located in a new building which as
                of the date of execution of this Contract is still under
                construction, and according to the forecast of the building
                progress received by the Lessor from the building contractors,
                the Premises are said to be completed by 1.4.2000.

                Nevertheless, the Lessor reserves the right to delay the
                delivery date of the Premises by 30 days if the contractor fails
                to complete the Building in time and/or if same is not completed
                for other external reasons, as for example, the non-receipt of
                "Form 4", the failure to connect the Building to the electricity
                and water supply network, and the Lessee shall have no claims
                and/or demands in respect thereof.

       D.       Should the Lessee not appear on the appointed day for the
                delivery of possession of the Premises, same shall be deemed as
                if delivery has been made on the appointed day and all the
                Lessee's obligations under this Contract shall apply as from
                that day.

       E.       The receipt of possession of the Premises by the Lessee under
                this clause (including under sub-clause D. above) shall
                constitute a declaration by the Lessee that it has received
                the Premises pursuant to the provisions of this Contract.

       F.       The Lessee declares that it is aware that the Building in which
                the Premises are located does not enable the operation and
                housing thereof without receiving the approvals of the
                authorities and compliance with their requests.

6.     THE PREMISES - TECHNICAL DESCRIPTION AND ALTERATIONS

       A.       Should the Lessee wish to make any alteration in the Premises,
                it shall submit to the Lessor a specified request for
                alterations and the Lessor shall inform it within a reasonable
                time, whether it agrees to the requested alterations and the
                conditions for the performance of the said alterations,
                including the duration of the extended period of the lease of
                the Premises, or of any delay of the time of delivery, the
                price payable by the Lessee, the date of payment and such
                other conditions as may be resolved upon by the Lessor in
                respect thereof. The Lessee undertakes to



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                obtain all the approvals required and/or to be required in the
                future from the competent authorities for the purpose of the
                performance of the alterations.

          B.    The Lessor shall connect the Premises to the air-conditioning
                system in the Building. The cost of such connecting is grossed
                up in the rent prescribed in Annex "B" to this Contract.

                The Lessee shall bear all the expenses of the operation of the
                air conditioning in the Premises and the operation of the
                system, as for example, water, electricity, repairs and
                maintenance expenses etc.

          C.    Insofar as the Lessor permits to the Lessee to perform repairs
                and/or alterations in the Premises by itself, either during
                the period of the construction of the Premises or during the
                Period of Lease, such alterations shall be performed by the
                Lessee as a licensee only and after the receipt of the prior
                written consent of the Lessor, the approval of the
                professional consultants of the Lessor and the presentation of
                an insurance policy approved in advance by the Lessor.

       D.       The Lessor shall be entitled to remove or demolish any
                alteration or addition in the Premises made by the Lessee
                without its consent, and the Lessee shall bear all the expenses
                incurred by the Lessor in connection therewith.

       E.       For the avoidance of doubt, it is agreed that any alteration or
                addition in the Premises shall be the exclusive property of the
                Lessor and the Lessee shall not be entitled to request and
                receive from the Lessor any consideration whatsoever in respect
                thereof and they shall not be deemed as key-money. Moreover, the
                Lessee shall not be entitled to make any alteration therein
                without the Lessor's consent, except for such alterations and
                additions as have been expressly agreed upon that they be the
                property of the Lessee.

        F.      Notwithstanding the aforesaid, insofar as so requested by the
                Lessor, the Lessee undertakes at the end of the Period of
                Lease, to dismantle any addition made in the Premises and
                restore the Premises to their previous condition as they were
                before the making of the addition, provided that the Lessee
                shall cause no damage to the Premises by the dismantling of
                the addition and restore the Premises to a proper condition
                and fit for immediate leasing, by the end of the Period of
                Lease, unless the Lessor informs it that it agrees to the
                remaining of the addition in the Premises, and in such event,
                ownership in the additions shall remain with the Lessor
                without the payment of any consideration therefor.

       G.       The fixing of sign-posts in the Premises shall be made by the
                Management Company on behalf of the Lessor in coordination with
                the Lessee, subject to the receipt of all the permits and
                payment of all the taxes and fees in connection therewith. The
                Lessee shall pay its



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                proportional share in the said expenses. The Lessor shall be
                entitled to fix a signpost in the Premises on its own behalf.

7.     PURPOSE OF LEASE

       A.       The purpose of the lease is to operate a business of
                development, production and marketing of products
                (integration) in the hi-tech field.

       B.       The Lessee declares that it is aware of the Town Building Plan
                provisions applicable to the region. It is aware that the
                designation of the region is industry and craft and that it
                will be exclusively responsible to obtain a license for the
                management of its business in the Premises. Nevertheless, the
                non-issue of a business license as aforesaid, shall not
                constitute a breach of the contract with the Lessor. For the
                avoidance of doubt, however, same shall also not exempt the
                Lessee from its obligations under this Contract. The Lessor
                shall cooperate with the Lessee for the purpose of receiving
                the business license, without being obligated to invest any
                funds and/or labor for such purpose.

       C.       The Lessee undertakes to manage its business in accordance with
                the provisions of any law, obtain the licenses required for the
                management of its business in the Premises subject to the
                provisions in sub-clause (c) above and not to alter the object
                of the lease without receiving the Lessor's prior approval in
                writing.

8.     EXTENSION OF PERIOD OF LEASE

       A.       The Lessee is hereby granted an option to extend the Period of
                Lease by two additional periods, the first, of 24 months, as
                from the end of the Period of Lease ("the Extended Period of
                Lease"), and the second, of 34 months, as from the end of the
                first Extended Period of Lease, provided that it gives six
                month's advance written notice of its wish to do so before the
                end of the original Period of Lease under this Contract and/or
                any Extended Period of Lease, and provided further that the
                Lessee has complied with all the conditions of the Contract
                until that date. If no notice is given as aforesaid, the
                Period of Lease and/or the Extended Period of Lease will be
                terminated as provided in this Contract.

       B.       If the Lessee elects to extend the Period of Lease as provided
                in sub-clause A. above, the rent during the whole Extended
                Period of Lease shall be as follows:

                B.1      for the first Extended Period of Lease (the sixth and
                         the seventh year of the lease), the monthly rent shall
                         be in the amount of the basic rent (as defined in Annex
                         "B") for the last month of the last preceding year of
                         lease, plus 2.5% increase oo the dollar amount, plus
                         VAT.



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                B.2      for the second Extended Period of Lease, the monthly
                         rent shall be in the amount of the basic rent (as
                         defined in Annex "B") of the last preceding year, plus
                         2.5% increase on the dollar amount, plus VAT.

       C.       All the other conditions of this Contract shall apply to the
                Extended Period of Lease, mutatis mutandis, including the
                provision of guarantees and securities for the extended period
                and the extension of the period of insurance.

       D.       In any case, the rent in the option periods shall not be
                higher than the rent normally charged in the "Tavor" Building.

9.     TAXES, CHARGES AND COMPULSORY PAYMENTS

       A.       All the taxes, local rates, payments, fees, maintenance fees,
                levies and charges of all kind (hereinafter - "the Taxes"),
                whether municipal, governmental or others, imposed now or
                hereafter on or in connection with the Premises and the
                management of the Lessee's business in the Premises during the
                Period of Lease or in connection therewith, whether they are
                chargeable on a lessee and/or an occupier, shall be borne and
                paid by the Lessee as from the Date of Delivery. In the event
                in which the Lessor shall, for any reason whatsoever, pay any
                amount whatsoever which is to be borne by the Lessee under the
                provisions of the Contract, the Lessee shall be obligated to
                refund to the Lessor any amount paid thereby as aforesaid,
                provided that the Lessor delivered thereto a written notice
                specifying the payment required and gave the Lessee a 14 days
                time-extension for the payment of the Taxes.

                Notwithstanding the aforesaid, the Lessor shall pay any tax
                and/or charge chargeable on property owners, as e.g. property
                tax.

       B.       The Lessee shall bear during the Period of Lease all the
                payments and expenses for the supply of electricity, water, gas
                and telephone to the Premises and any other payment which may be
                charged in respect of the use of the Premises, including
                payments to the Management Company as specified in the
                Management Agreement hereto attached.

       C.       Value Added Tax charged on the Lessor or the Lessee in respect
                of the present lease shall be borne and paid by the Lessee
                only, against a tax invoice.

       D.       Without derogating from the provisions in clause 10 A. - C.
                above, the Lessee undertakes to pay all the amounts charged
                thereon under clauses A. - C. on the dates prescribed by law.


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10.    SECURITIES

       A.       As security for the discharge of all the obligations of the
                Lessee under this Contract, the Lessee shall provide the
                Lessor upon the execution of this Contract, with an
                unconditional autonomous bank guarantee, linked to the dollar,
                in a form acceptable by the Lessor, in an amount equal to $
                60,000, to the order of the Lessor. The guarantee shall be in
                force for a period of up to the end of the first year of lease
                and the guarantee shall be extended for additional one year
                periods, by and not later than 30 days prior to the end of
                each one year period as aforesaid.

       B.       It is stipulated between the parties that the extension of the
                guarantee in time as aforesaid, is a fundamental obligation of
                the Lessee under this Contract.

       C.       It is hereby expressly emphasized that the receipt of the bank
                guarantee by the Lessor shall not be deemed as payment of the
                rent, and it is designed as security only to secure the
                discharge of the Lessee's obligations under this Contract.

       D.       In any case in which money will be due to the Lessor from the
                Lessee under this Contract and/or under the Management
                Agreement and the Lessee will fail to pay same notwithstanding
                the Lessor's demand (within 15 days from the Lessor's demand),
                the Lessor shall be entitled to enforce the bank guarantee and
                collect therefrom all the amounts due to the Lessor at the
                time and/or cover the damage caused to the Lessor and/or the
                Premises by the Lessee, provided that the Lessor notifies the
                Lessee of its intention to enforce the guarantee and gives a 7
                days time-extension to the Lessee in order to rectify the
                claimed breach and/or damage.

       E.       It is agreed between the parties that the Lessor will return the
                bank guarantee to the Lessee within 60 days after the
                termination of the lease and after the return of the Premises by
                the Lessee, provided that all the certificates proving that the
                Lessee paid all payments due therefrom to any third party or
                authority as specified in this Contract, are presented to the
                Lessor, and that no damage has been caused to the Premises by
                the Lessee for which it is liable under this Contract..

11.    LIABILITY AND INSURANCE

       With respect to liability and insurance, the provisions and conditions
       set out in ANNEX "C" attached to this Agreement as an integral part
       thereof, shall be complied with.

12.    ASSIGNMENT OF RIGHTS

       A.      The Lessee undertakes not to deliver or transfer and/or assign
               and/or grant as a gift and/or charge and/or transfer
               otherwise, all or any of its



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                rights under this Contract and not to deliver the possession
                and/or the use of the Premises and/or let the Premises and/or
                any part thereof by way of a sub-lease and/or otherwise and
                not to permit any person and/or corporation, except for the
                Lessee's workers and/or employees, to use the Premises and/or
                any part thereof, either directly or indirectly, unless it
                receives the prior written consent therefor from the Lessor,
                and the provisions of section 22 of the Law of Hire and Loan
                shall not apply to the lease. The Lessor shall not withhold
                its consent except on reasonable grounds. The Lessor shall not
                object to any changes in the ownership of the Lessee.

       B.       The Lessor shall be entitled to transfer the Premises and/or the
                Lessor's rights under this Contract, in whole or in part, to any
                person and/or body whosoever, without the need of the Lessee's
                consent, provided that its rights under this Contract shall not
                be affected. The Lessee undertakes to sign all documents
                required, if any, in respect of the transfer of the Lessor's
                rights in the Premises.

13.    PROVISIONS WITH RESPECT TO THE USE OF THE PREMISES

       A.       The Lessee shall be entitled to use the Premises (and any one
                of the parts thereof) for the purpose of the lease and for no
                other purpose whatsoever.

       B.       The Lessee shall maintain order and cleanliness in the Premises
                and the surrounding thereof and shall comply with the Lessor's
                instructions in respect of the cleaning procedure, the manner of
                removal of debris and garbage and the maintenance of the
                draining and sewage system in the Premises. The non-provision of
                instructions as aforesaid shall not exempt the Lessee from its
                obligations under this clause.

       C.       The Lessee declares that by the commencement of the Period of
                Lease, it will obtain all the approvals and licenses required
                for the use of the Premises pursuant to the provisions of this
                Contract, the provisions of the Town Building Plan applicable
                to the Premises and the provisions of any law, and that it
                will maintain all the provisions of the law and the
                regulations in respect thereof and it shall always be equipped
                with appropriate licenses and approvals in respect of any
                activity related to the use of the Premises and requiring an
                approval or license under any law. The non-receipt of the said
                licenses and/or any part thereof shall not constitute grounds
                for the revocation of this Contract and/or the non-discharge
                of the Lessee's obligations thereunder, and especially, the
                non-payment of the rent and other payments thereunder,
                provided that the non-receipt of the said approvals does not
                emanate from the Lessor's failure to comply with its
                obligations under this Contract. Notwithstanding the
                aforesaid, the non-receipt of a business license for reasons
                independent of the Lessee, shall not constitute a breach of
                the Contract with the Lessor and in the event of a request
                from a competent



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                authority for the Lessee's vacation due to the non-receipt of
                the business license as aforesaid, section 4.B above shall
                apply.

       D.       If the Lessee fails to comply with its aforesaid obligations
                in Sub-clause A - D, the Lessor or the Management Company
                shall be entitled (but not obliged) to perform by itself the
                maintenance and repairs which are to be borne by the Lessee,
                provided that it has given written notice to the Lessee and
                allowed it 14 days to perform the required maintenance and
                repairs, and the Lessee shall reimburse the Lessor all the
                expenses which it incurred for such purpose, immediately upon
                the first demand thereof and pursuant to the provisions in
                such demand.

       E.       1.    Any sign-posts on behalf of the Lessee or other means of
                      publicity or presentation on the external walls of the
                      Premises or in the common areas in the Building and the
                      vicinity thereof, shall be made in such format and size
                      as prescribed in the Sign-post Annex - Annex "--".

                2.    The Lessor shall be entitled to remove at the Lessee's
                      cost any sign-post fixed by the Lessee in violation of
                      this clause.

                3.    The Lessee shall bear any tax or fee in respect of the
                      fixing of the sign-post and the maintenance thereof and
                      it shall also bear the duty to obtain any permit
                      required for the fixing of the sign-post.

       F.       The Lessee shall comply with the instructions of the Lessor
                and any other competent authority relating to the rules and
                procedure of fire extinguishing and prevention of fire, civil
                defense, safety and security, and shall acquire and/or install
                at its cost, pursuant to the instructions of the said body,
                all the preventive and safety equipment required for the
                application and maintenance of the said instructions and
                resulting from the management of the Lessee's business. The
                equipment shall remain the property of the Lessee, which may
                remove it from the Premises upon the termination of the Period
                of Lease and it shall do so if so requested by the Lessor.

       G.       The Lessee shall use the Premises whilst avoiding any
                disturbance to its neighbors and the creation of any nuisance
                in the Premises or the surrounding thereof.

       H.       The Lessee shall use only the access ways fixed by the Lessor
                and shall park all cars and trucks only at such places as
                prescribed by the Lessor. It shall not use any motor or other
                vehicles which are liable to damage the access ways and the
                parking lots and shall follow the instructions given by the
                Lessor or the Management Company in respect of the access and
                parking procedure within the limits of the Plot.

       I.       Without derogating from the aforesaid, the Lessee shall use
                the Premises with proper care, maintain same in good and
                proper condition (including



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                whitewashing and painting) during the whole Period of Lease,
                comply with all the instructions of the manufacturers and the
                Lessor with respect to the maintenance of the Building and the
                facilities thereof, avoid the causation of any damage or fault
                to the Premises and repair forthwith and at its cost all the
                repairs required in order to comply with its obligations under
                this clause, except for wear and tear resulting from the
                regular and reasonable use of the Premises and/or the systems
                thereof.

       J.       The Lessor may prescribe to the Lessee a date for the repair of
                any damage which the Lessee is obligated to repair under this
                Contract. If the Lessee fails to repair the damage to the
                satisfaction of the Lessor's engineer within the time
                prescribed, the Lessor shall be entitled to repair same at the
                Lessee's cost.

       K.       The Lessee shall inform the Lessor of any damage to the
                Premises within 48 hours from the time of discovery thereof.

       L..      Without derogating from the generality of the aforesaid, the
                Lessor shall be bound to repair any constructional damage
                preventing the use of the Premises, caused to the Premises
                otherwise than as a result of an act or omission of the Lessee,
                within a reasonable time from the date of receipt of notice of
                the said damage. .

       M.       In addition to all the Lessee's obligations under this Contract,
                the Lessee shall, upon signing this Contract, also sign a
                Management Agreement with the Management Company to be formed by
                the Lessor, attached to this Contract.

       N.       In addition to all the aforesaid, the Lessee shall comply with
                all the use procedure and the rules published from time to time
                by the Lessor and/or the Management Company, including rules of
                the use of the Premises.

14.    ELECTRICITY AND WATER

       A.       The Lessee confirms that it is aware that the connecting of the
                Premises to the water network is conditional upon the entering
                into an agreement between it and the local authority and that
                the payment for the water meter shall be borne by the Lessee.

       B.       The Lessor will fix in the Premises a separate electricity meter
                for the Lessee, provided that the Lessee enters into a contract
                with the Electric Corporation and pays the costs of the
                connecting and the installation of the meter by the Israel
                Electric Company.

       C.       The electric connection will be 3 X 25 amperes or as
                prescribed by the Lessor's engineer.

15.    MAINTENANCE OF PREMISES



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       A.       The Lessee shall not bring into the Premises any equipment which
                is liable to cause damage to the Premises or overload the floor
                of the Premises in excess of the load for which it is designed.
                The load permitted on each floor is as prescribed by the
                engineer on behalf of the Lessor.

       B.       In any case of special or concentrated loading or
                consolidation of machinery, the Lessee must submit a plan and
                receive the prior written approval of the Lessor's engineer.

       C.       The construction of the roof of the Premises is not calculated
                for any load and the use thereof for any purpose whatsoever is
                absolutely prohibited and dangerous. -

16.    MANAGEMENT OF THE PROPERTY

       A.       The Lessor shall manage the property via a Management Company
                which will control the maintenance of the communal property, the
                public areas, the access ways to the buildings, the Premises
                etc. The Management Company shall prescribe rules and working
                procedure in coordination with the Lessee, which will be brought
                up to date from time to time, and these will bind the Lessee and
                the other users of the Building.

       B.       The Lessee undertakes to sign a Management Agreement with the
                Management Company, under which it will receive therefrom the
                usual services and additional services as for example,
                security services, signposting, removal of industrial refuse,
                a communication center, gardening, current maintenance and
                cleaning, handling of parking lots and/or garages and
                insurance, all within the limits of the Plot and the buildings
                erected thereon (hereinafter - "the Management Agreement").
                The form of the Management Agreement is hereto attached as
                ANNEX "D".

       C.       The Lessee undertakes to pay to the Management Company the
                payments due in respect of the supply of services under the
                Management Agreement. These payments shall be fixed according to
                the actual management and maintenance costs, with the addition
                of 15% overhead, profit and management fees. The management fee
                per sq.m. collected from the Lessee will not exceed that
                collected from other lessees in the buildings, and in any case,
                will not exceed the amount of $ 1.5 per sq.m. per month (without
                air conditioning).

       D.       The Lessee shall be able to inspect the Management Company's
                books after prior coordination with its managers.

17.    PARKING AREAS



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       The Lessee and/or its employees and/or visitors shall be entitled to use
       the parking places in the area, so long and insofar as they are not
       designated for the exclusive use of any third party whosoever.

       In addition, the Lessor shall make available for the Lessee's use 15
       roofed/unroofed parking places, at the Lessor's choice, at no extra
       charge.

       The parking places made available to the Lessee will be marked in the
Drawing, Annex A.

18.    INAPPLICABILITY OF THE TENANT'S PROTECTION LAWS

       A.       The Premises and the lease are not protected under the
                provisions of the Secured Tenant Law (Consolidated Version)
                5732-1972 nor under the provisions of any other law dealing with
                the secured tenants and/or securing the Lessee in any form
                whatsoever.

       B.       Secured tenancy does not apply to the present lease, since the
                conditions mentioned in the Secured Tenant Law (Consolidated
                Version) 5732-1972 or any part thereof, have been fulfilled,
                namely:

                1.    The Premises constitute a separate unit.

                2.    On the date of commencement of the period of the present
                      lease, there was no tenant on the Premises who was
                      entitled to duly occupy them.

                3.    No key-money or any other consideration was paid to the
                      Lessor, either directly or indirectly, for the grant of
                      the lease.

                      The Premises were built after the date of commencement
                      of the Secured Tenant Law (Miscellanous Provisions)
                      5728-1968 and were let for the first time after the said
                      date.

       C.       The Lessee declares and confirms that its expenses of and
                investments in making the alterations in the Premises, the
                addition or renovations, or any other investment made to adjust
                the Premises to its objects, shall in no way and form be deemed
                as key-money of any class whatsoever and shall not confer upon
                it any right whatsoever and these investments shall not affect
                the above provisions, according to which no law of the secured
                tenancy laws shall apply to the Premises.

19.    RIGHT OF ENTRY INTO THE PREMISES

       The representatives of the Lessor and the Management Company shall have a
       right of entry into the Premises during reasonable hours and after prior
       coordination with the Lessee, in order to check the measure of compliance
       with the provisions of this Contract and/or in order to perform such acts
       and take



                                       12
<Page>

       such means as are prescribed in this Law or in any other law, requiring
       the entry into the Premises.

20.    VACATION OF PREMISES

       A.       Not later than the date of termination of the Period of Lease
                and/or the Extended Period of Lease, as the case may be, and
                prior thereto, in any case of the revocation or termination of
                the lease pursuant to the provisions of this Contract, the
                Lessee shall vacate the Premises and restore the possession
                thereof to the Lessor, same being unoccupied by any person and
                object (except for equipment and fittings belonging to the
                Lessor) and in good and proper condition, as they were delivered
                thereto, except for reasonable wear and tear.

       B.       If the Lessee fails to vacate the Premises as provided in
                sub-clause A. above, then, in addition to and without affecting
                thereby any remedy or other relief available to the Lessor, the
                Lessee shall pay to the Lessor pre-determined and pre-estimated
                compensation at the rate equal to 200% of the rent for each
                month of delay, and an additional proportional share in respect
                of the additional days of arrears, and this, with the addition
                of linkage differentials between the basic index and the index
                published recently before the actual payment.

                In addition thereto, the Lessee shall pay to the Lessor any
                direct expense and/or damage and/or loss sustained by the Lessor
                or any third party as a result of the delay in vacating the
                Premises and the leasing thereof to a new tenant by the Lessor.

       C.       In the event of the Lessee vacating or abandoning the Premises
                before the end of the Period of Lease or the breach of this
                Contract without the Lessor's prior consent in writing, the
                Lessee shall continue to pay to the Lessor the rent and the
                other payments applicable thereto pursuant to this Contract,
                until the end of the Period of Lease, as if it continued to
                occupy and use the Premises. The provisions of this clause
                shall not derogate from the Lessor's right to terminate the
                Contract on the basis of its other rights under this Contract
                and under the law.

                The aforesaid provisions shall not apply in the case of the
                revocation of this Contract by the Lessee under the law and/or
                pursuant to the provisions of this Contract.

21.    BREACH OF CONTRACT

       A.       Without derogating from the provisions of any law, each one of
                the following acts or omissions shall be deemed as a
                fundamental breach of the Contract by the Lessee:

                1.    the use of the Premises otherwise than for the purpose
                      of the lease, as provided in clause 7 above.



                                       13
<Page>

                2.    The transfer of the Lessee's rights in the Premises to
                      another, in violation of clause 12 above.

                3.    The failure to pay any amount which the Lessee is
                      obligated to pay to the Lessor or any third party under
                      this Contract and/or the Management Agreement, on the
                      date prescribed for payment.

                      Arrears of payment of up to 10 days, however, shall not
                      constitute a fundamental breach of the Contract.

                4.    The issue of an order of receivership or a winding up
                      order or the appointment of a receiver over the property
                      of the Lessee or any part thereof, provided that the
                      order and/or the appointment are not canceled within 60
                      days from the date of issue thereof.

                5.    The failure to remove a nuisance after the receipt of a
                      written caution from the Lessor 14 days in advance.

                6.    The failure to restore possession of the Premises in
                      time, in the manner and condition specified above.

                7.    The non-acceptance of possession of the Premises on the
                      date of delivery for any reason whatsoever, except for
                      the case of a delay of delivery of the Premises as a
                      result of the act or omission of the Lessor.

                8.    A fundamental breach of the Management Agreement.

                9.    The failure of performance by the Lessee of the
                      maintenance and repairs which the Lessee is obligated to
                      perform in the Premises, provided that the Lessee has
                      been given 22 days' prior notice in writing and it did
                      not comply therewith.

                10.   Any other breach of this Contract which, by its extent,
                      nature and/or circumstances at the time of the breach,
                      may be deemed as a fundamental breach, provided that the
                      Lessee has been given 14 days' prior notice in writing
                      and it did not comply therewith.

       B.       If the Lessee commits a breach of any of the above principal
                conditions, the Lessor shall be entitled to revoke this Contract
                after serving a written notice and a time-extension of 14 days,
                during which period the breach is not corrected, and this
                Contract shall be deemed as revoked from the date prescribed in
                the Lessor's notice.

       C.       If the Lessor gives notice of revocation of the Contract, the
                Lessee shall vacate the Premises and restore the possession
                thereof to the Lessor, same being unoccupied and free of any
                occupier, within 30 days from the receipt of the notice of
                revocation of this Contract.



                                       14
<Page>

       D.       The provisions in this clause shall not derogate from other
                rights of the Lessor under this Contract or under the law.

       E.       Any party violating any of the conditions of this Contract shall
                be obligated to pay to the complying party all the damage and
                losses caused thereto, without affecting the right of the
                injured party to any other remedy under this Contract or under
                the law, including the revocation of the Contract or the
                enforcement thereof.

       F.       In any event in which the Lessee commits a fundamental breach of
                any of the conditions of the Contract and/or fails to pay the
                rent in time and does not cease to violate the Contract after a
                notice is delivered thereto, the Lessor shall be entitled to
                dispossess the Lessee from the Premises and cancel the Lessee's
                possession of the Premises.

22.    CONTRACT EXPENSES AND LEGAL COSTS

       A.       Stamp duty in respect of the Contract, if any, shall be borne by
                the parties in equal shares. Stamp duty in respect of the notes,
                guarantees and the other expenses of this Contract shall be
                borne by the Lessee and paid to the Lessor upon demand.

       B.       It is agreed and declared between the parties that in the event
                of the Lessee not vacating the Premises at the end of the Period
                of Lease or after a notice is sent thereto of the revocation of
                the lease pursuant to the provisions of this Contract, the
                Lessee shall, in addition to all the remedies prescribed in this
                Contract and in the law, bear all the direct expenses incurred
                by the Lessor in respect of the legal handling of any legal
                proceeding or claim or act in the Office of Execution, including
                the Lessor's lawyer's fee.

       C.       The Lessee shall pay to the Lessor all the expenses as aforesaid
                immediately after the delivery of a written demand, with the
                addition of interest on arrears, at the highest rate prescribed
                by the Bank of Israel, as from the delivery of the letter of
                demand to the payment in fact.

       D.       The Lessor shall be entitled to set off all the amounts due
                thereto under this Contract, including the expenses as
                aforesaid, against all the balances standing to the Lessee's
                credit and/or deduct same from the guarantees and/or the
                securities in its possession, and this, without affecting its
                right to collect such expenses from the Lessee.

       E.       Each party shall bear its own legal fees.

23.    MODIFICATION OF CONTRACT

       Any modification of and/or amendment to this Contract shall be made only
       by an express written document, signed by the parties to this Contract.



                                       15
<Page>

24.    DEVIATION

       The consent of any party to this Contract to deviate from its conditions
       in a certain case or in a series of cases, shall not constitute a
       precedent and no analogy shall be drawn therefrom with respect to that
       case or any other case in the future.

25.    NOTICES AND CAUTIONS

       A.       Any notice and caution sent by one party to the other with
                respect to this Contract, shall be sent by registered mail or
                delivered personally, at the addresses of the parties stated in
                the Preamble to this Contract (or such other address of which
                due notice is given in writing), and any notice or caution as
                aforesaid shall be deemed as if delivered to the addressee upon
                the delivery thereof in fact - if delivered personally, and if
                sent by registered mail - within 48 hours from the date of
                dispatch.

       B.       The parties are as specified in the Preamble to this Contract.

26.    FURTHER MEASURES

       The parties shall take all the additional measures (including the signing
       of additional documents) required for the implementation of this Contract
       according to its word and spirit.

27.    MISCELLANEOUS

       A.       Any waiver, abandonment, disregard, or failure to take legal
                action or delay of exercising any rights on the part of the
                Lessor in a certain case, shall under no circumstances be deemed
                a waiver, consent or instructions on the part of the Lessor. The
                Lessor shall be entitled to exercise at any time any of its
                rights under this Contract, pursuant to the law, whenever it may
                deem fit, notwithstanding any preceding waivers, concessions or
                abandonment.

       B.       The parties to this Contract shall not be bound by any
                declaration, representation, agreements and obligations made in
                writing and orally, which are not included in this Contract and
                which were made prior the signing thereof. Any modification of
                and addition to this Contract shall be made in writing and
                signed by both parties, otherwise shall be of no effect.

       C.       It is hereby expressly agreed between the parties that the
                courts in Tel-Aviv shall have exclusive jurisdiction over all
                the differences and/or disputes arising between the parties.



                                       16
<Page>


       D.       The Lessee declares that it is aware that the office of
                Advocates Rami, Lahavi and Co. represents the Lessor only and
                that it has been notified of its right to be represented by a
                lawyer on its behalf.


        In witness of all the aforesaid the parties hereto have hereunto set
their hand:


                    (-)                                         (-)
       B.A.T.M. REAL ESTATE (1994) LTD.                 GIVEN IMAGING LTD.
       --------------------------------                 ------------------
                The Lessor                                  The Lessee








                                       17
<Page>


                                    ANNEX A



A detailed drawing will be provided upon the completion of the architectural
planning.








                                       18
<Page>



                                     ANNEX B

                            Rent and Terms of Payment

The rent for the Premises and the terms of payment thereof shall be as set out
in Annex "C" to this Contract.

A.    The monthly rent during the Period of Lease shall be an amount in NIS
      equal to USA $ 10.- per square meter of the Premises and totaling $ 17,366
      a month (hereinafter - "the Basic Rent").

      In addition, the Lessee shall pay a management fee in an amount equal to $
      1.5.- per sq.m. and totaling $ 2,605 a month.

      The amounts stated above shall be paid to the Lessor in NIS at the
      representative exchange rate of the dollar known on the date of each
      payment.

B.    In any case, the monthly rent shall not be lower than the rent paid in the
      preceding quarter.

C.    For the avoidance of doubt, it is agreed that the rent shall be paid in
      full even if the Lessee has not used the Premises, in whole or in part,
      during the Period of Lease or the Extended Period of Lease, as the case
      may be, in whole or in part.

D.    The Lessee undertakes to pay the rent to the Lessor with the addition of
      Value Added Tax against a tax invoice for the Period of Lease, in the
      following manner:

      1.    The rent and the Value Added tax during the Period of Lease and
            during the Extended Period of Lease, as the case may be, for three
            months in advance.

            If the prescribed date of payment is a public holiday, payment shall
            be advanced to the last workday preceding the public holiday.

      2.    The first payment shall be made by the Lessee on 1.4.2000 or on the
            date of delivery of possession of the Premises to the Lessee, and so
            forth on the first of each quarter thereafter.

E.    Any payment in arrears shall bear interest at the highest rate customarily
      charged at that time by Bank Hapoalim Ltd. in a current loan account for
      drawings exceeding approved overdrafts or linkage differentials and
      permissible interest thereon, whichever is the higher amount, as elected
      by the Lessor, as from the first date of the arrears to the date of
      payment in fact.




                                       19
<Page>

                                    ANNEX "C"

                       Third party Liability and Insurance

1.    Without derogating from the provisions in each clause of this Contract
      above, the Lessee shall be liable for any damage caused as a result of its
      negligence and/or the negligence of any person acting on its behalf
      (hereinafter - "Lessee's Liability"):

      A.    to the Building (including the Premises).

      B.    to any third party staying in the Premises or the Building or
            outside the Building, and without derogating from the generality of
            the aforesaid, also visitors and invitees of the Lessee;

      C.    to the Lessee's employees and the employees of the Lessor and the
            Management Company.

2.    The Lessee alone shall be liable to the Lessor for any damage caused
      thereto, to the Premises or to any third party, and also for any claim
      filed against the Lessor and/or the Management Company by any party
      whosoever in respect of any act or omission on the part of the Lessee in
      the Premises.

      The Lessee undertakes to indemnify the Lessor for any amount which the
      Lessor will be ordered to pay to any person or legal body, in consequence
      of the Lessee's liability as aforesaid, including legal costs and legal
      fees, payments in respect of proceedings before any judicial body
      whatsoever.

3.    The Lessor shall not bear any liability whatsoever or any indebtedness
      whatsoever for any damage and/or loss and/or damage to property or capital
      of any class whatsoever (either direct or indirect, including but not
      limited to the loss of rent) caused to the Lessee and/or its workers
      and/or employees and/or agents and/or customers and/or visitors and/or
      invitees and/or any other person, all those staying on the Premises (or at
      such other place occupied by the Lessee with the permission of the Lessor)
      or in the area adjacent to the Premises or on the way to the Premises,
      and/or for any damage to person or property suffered by the Lessee's
      neighbors in the Premises, unless caused by the fault of the Lessor,

      The Lessee alone shall be liable to the Lessor for any damage caused
      thereto, to the Premises or to any third party, and also for any claim
      filed against the Lessor and/or the Management Company by any party
      whosoever in respect of any act or omission on the part of the Lessee in
      the Premises. The Lessee shall indemnify the Lessor for any damage or
      expenses caused thereto, unless caused by the fault of the Lessor,

4.    Without derogating from the Lessee's liability as provided above or under
      any law, the Lessee undertakes to take out and maintain at its cost the
      insurance as hereinafter specified, during the whole Period of Lease
      (hereinafter - "Lessee's Insurance"):




                                       20
<Page>

      A.    Insurance of the contents of the Premises (including the renovations
            therein) on a reinstatement value basis in the form normally used by
            insurance companies in Israel, against extended risks of fire,
            including earthquakes and natural disasters. Coverage shall also
            include a condition with respect to the waiver of the right of
            substitution against the Lessor, the Management Company and all
            those acting on their behalf.

      B.    Third party liability insurance to cover the Lessee's Liability for
            damage to person or property to any person or any legal body
            whosoever (including the Lessor and the Management Company), as a
            result of the Lessee's activity in the Premises, within a limited
            liability which shall be not less than US $ 500,000 per event and in
            aggregate for the coverage period.

            The insurance shall not include any exception with respect to
            liability resulting from fire, explosion, panic, lifting appliances,
            unloading and loading, sanitary facilities, poisoning, harmful
            substances in food or drink, strikes and lockouts, weakening of
            foundations or supports of any building whatsoever, as well as
            claims of the National Insurance Institute.





                                       21
<Page>

                              MANAGEMENT AGREEMENT

  Entered into and signed in ___________on ____of the month of December, 1999

                                    between:

                B.A.T.M. Real Property (1994) Ltd.
                of 22 Hamelacha Street, Sibil  I.Z., Rosh Ha'ayin
                P.O.B. 11387, Rosh Ha'ayin 48091
                (hereinafter - "the Company")                 OF THE FIRST PART

                                      And:

                Given Imaging Ltd., a private company
                of Building No. 7, New Industrial Zone, Yokne'am
                P.O.B. 258, Yokne'am 20692
                (hereinafter - "the Lessee")                 OF THE SECOND PART

Whereas the Company is the owner of leasehold rights in a plot of land known as
    plot No. 6 pursuant to Detailed Plan ___________ in block 11495 parcel
    13, in the New Industrial Zone, in Yokne'am (hereinafter - "the
    Property"), on which a building has been erected (the area of the
    Property and the building thereon will hereinafter collectively be
    referred to as - "the Building");

And whereas the Lessor leased on _________ from the Company a hall comprising
    an area of about 1,736.60 sq.m. in Building Wing No. B - (hereinafter -
    "the Premises") pursuant to a Lease Agreement (hereinafter - "the Lease
    Agreement") of which this Agreement forms an integral part;

And whereas the Company leased and/or will lease in the future and/or
    occupies by itself and/or through persons or bodies acting in its name
    and on its behalf, other units in respect of additional parts in the Plot
    of land (hereinafter - "the Other Premises");

And whereas the parties are desirous of regulating between them the
    management of the Building, payment of the management and/or maintenance
    and/or operational fee and/or publicity expenses and/or any other
    expenses or payments required from the Lessee as an occupier and user of
    the Premises in the Building;

And whereas the Building has not yet been parcelated and the rights have not
    been registered in the Land Registrar, and the parties seek to ensure in
    the future the registration of this Management Agreement to secure the
    rights, duties and manner of use specified in this Agreement;

And whereas the parties wish to regulate their mutual obligations with
    respect to the management and implementation of the provisions above and
    below in this Agreement;



                                       22
<Page>

   NOW, THEREFORE, IT HAS BEEN AGREED AND DECLARED BY AND BETWEEN THE PARTIES
                                  AS FOLLOWS:

1.    PREAMBLE, ANNEXES AND HEADINGS

      1.1.  The Preamble to this Agreement and the declarations of the parties
            therein form an integral part thereof. -

      1.2   The annexes to this Agreement form an integral part of the
            conditions thereof.

      1.3   The headings of the clauses are inserted to facilitate the reading
            only and are not to be used for the interpretation of the Agreement.

2.    DEFINITIONS

      2.1   For the purpose of this Agreement, the expressions hereinafter set
            out shall have the meaning set opposite them:

            "Facilities" - including air condition facilities, elevators and
                           escalators, electricity, fire detecting systems,
                           plumbing, lighting, water, sewage, canalization,
                           sign-posting and other facilities in the Building
                           insofar as they exist now and/or will exist in the
                           future in the Building, provided that they are not
                           subject to the exclusive possession of the Lessee or
                           any other occupier whosoever.

            "The  Areas" - the facilities and the areas in the Building which
                           exist now and/or will exist in the future which are
                           not subject to the exclusive possession of the
                           Lessee or any other occupier whosoever and which form
                           common property, including the passages of the
                           Building, roofs, entrances and exits, pavements,
                           public conveniences, unloading and loading areas,
                           elevators and escalators, shelters, access roads,
                           pavements, traffic islands, gardens and flora and any
                           other area in the Building constituting common
                           property or used by the general body of occupiers of
                           the Building or by the public visiting and using
                           same.

            "Services" -   the management, operation, repair, maintenance,
                           cleaning, overhauling, lighting, guarding, replacing,
                           gardening, publicity, insurance and maintenance of
                           the areas and such other operations as the Management
                           Company may elect to manage, perform, provide,
                           initiate or handle or which it may be required by the
                           competent authorities to manage, perform or provide
                           in the Areas, Building and the surrounding thereof.
                           In addition to the aforesaid, the services will also
                           include



                                       23
<Page>

                           the operations which the Management Company is
                           authorized to perform under the conditions of this
                           Agreement with respect to the Areas.

3.    MAINTENANCE AND MANAGEMENT SERVICES

      3.1   The Company undertakes, in consideration of the fulfillment of all
            the Lessee's obligations under this Agreement and the fulfillment of
            the obligations of the other occupiers of the Building, to manage,
            perform and operate the services and the facilities in the Building,
            and the Lessee agrees thereto and entrusts the Company with the
            exclusive management of the services and facilities in the Building,
            and undertakes to deal therewith pursuant to the specified
            provisions in this Agreement or otherwise as determined by the
            Company. The Lessee undertakes not to perform the services and any
            part thereof by itself or through others, except for the Company or
            on its behalf, so long as they are supplied by the Company at a
            reasonable and proper standard.

      3.2   Without derogating from the provisions in clause 3.1 above, the
            Company, subject to the fulfillment of the obligations of the Lessee
            and the other lessees, shall take care of the following matters as
            hereinafter specified:

            A.    Cleaning, lighting and guarding of the Areas (except for those
                  in the Premises and the other premises and the business
                  managed therein).

            B.    Gardening and handling of the flora in the Areas, maintenance,
                  repair and improvement of the Areas and the sign-posts
                  therein, and of the sewage, plumbing, electric, lighting
                  systems, the elevators and the escalators in the Areas.

            C.    Whitewashing, painting, maintenance and renewal of the Areas.

            D.    Insulation, sealing and repair of the Areas, including
                  external walls and roofs of the Building, except for such as
                  are linked to certain premises and the tenants of which will
                  undertake the repair and insulation thereof and they will be
                  exclusively used by them.

            E.    Fixing of common signposts for all the occupiers of the
                  Building.

            F.    Property insurance of the Areas and the structure of the
                  Building (expressly excluding the contents of the Premises and
                  the other premises and repairs, alterations in and additions
                  to the Premises made by and/or for the Lessee) against risks
                  of fire, explosion, earthquake, commotion, strikes and
                  malicious damage, flooding, and water damage as well as
                  against such additional damage as, in the Company's opinion,
                  may be required.



                                       24
<Page>

            G.    third party insurance against damage that may be caused to
                  person or property in the Areas (excluding the Premises and
                  the other premises).

            H.    Employers liability insurance for employees employed in the
                  service of the Company in the Building (and expressly
                  excluding employees of the Lessee or of occupiers of other
                  premises).

            I.    Payment of local and governmental taxes chargeable, if any, on
                  the Areas, excluding the Premises and the other premises.

            J.    The complete performance of each part of the said operations
                  and the supply of all or any part of the said services, at the
                  Company's choice.

                  Notwithstanding the aforesaid and for the avoidance of doubt,
                  it is declared and agreed that the Lessee shall be exclusively
                  responsible for the maintenance of the air conditioning system
                  in the Premises, including the handling of and service to the
                  system, insurance of the system against damage and faults, and
                  it undertakes to restore the system to the Company at the end
                  of the Period of Lease or at the end of the Extended Period of
                  Lease, as the case may be, in the same condition in which it
                  has received same except for reasonable wear and tear.

      3.3   For the avoidance of doubt, it is declared and agreed between the
            parties that the Company is not liable for any damage or loss caused
            to the Premises for any reason whatsoever, including where it is the
            result of theft, fire, burglary, water or sewage, unless the damage
            is caused by the Company's fault.

      3.4   It is hereby expressly agreed that the parking lots in the Building
            shall not constitute common property and shall remain under the
            Company's ownership. So long and insofar as the Company enables the
            use of the parking lots to the general body of the occupiers or the
            general body of visitors free of charge, the parking lots shall be
            maintained by the Company and shall be deemed as "Areas" for the
            purpose of this Agreement. The parking garage shall be maintained by
            the Company.

      3.5   The Company shall, from time to time at its discretion, be entitled
            to determine the extent of the operations to be performed thereby,
            the class and nature thereof and which part of the operations
            mentioned in clauses 3.1 and 3.2, if any, shall be performed
            thereby, and in which period and for how long, provided that it
            informs thereof to the Lessee at least one month in advance.

      3.6   In order to secure the option of replacing facilities used by all
            users in the Building or which also service the Areas or of
            performing basic



                                       25
<Page>

            repairs to the facilities and the Areas, the Company shall be
            entitled to form and maintain a depreciation and replacement fund,
            the moneys of which will be accumulated from the joint contributions
            of the Lessee and occupiers of the other premises in the Building
            and used for the said purpose. The Company shall be entitled to
            invest the moneys of the depreciation fund in such way as its
            management may decide, in a reliable manner, in order to maintain
            the value thereof.

      3.7   In order to enable the Company to exercise its powers under clauses
            3.1 and 3.2 above, the Company shall be permitted and the Lessee
            shall enable the Company to enter into the Premises and, inter alia,
            to open walls, floors, ceilings and other parts, replace and repair
            plumbing and pipelines and perform connections therewith, perform
            any work which, in the Company's opinion, is required for the
            exercise of the powers conferred thereon under this Agreement. In
            any case of an operation as aforesaid, the Company shall do its
            utmost to coordinate in advance with the Lessee the time of entry of
            its employees into the Premises.

            The Company shall procure the repair of any damage caused to the
            Premises as a result thereof, if any, at its cost, provided that no
            real interference is caused with the use of the Premises, except for
            the period of the works. The Lessee shall have no claim against the
            Company in respect of the interference caused thereto, subject to
            the said obligation of the Company.

      3.8   For the purpose of discharging its obligations under this Agreement,
            the Company shall hire an office and/or occupy an office in the
            Building and shall be entitled, at its discretion, to employ in full
            or partial position or under a special contract or under such
            conditions as it may deem fit: any operator, clerks, accountants,
            lawyers, workers, craftsmen, professionals, consultants, engineers,
            architects, contractors, advertisers, sub-contractors and such other
            persons and bodies as the Company may deem fit to employ and engage
            for the purpose of the supply of services to the Areas and the
            management of the maintenance company under this Agreement as a
            closed economic unit. The Company shall not employ any persons at a
            wage or in a quantity exceeding the normal practice in similar
            management companies.

4.    THE OBLIGATIONS OF THE LESSEE

      The Lessee hereby declares and undertakes to the Company as follows:

      4.1   To engage with the Company only in respect of all matters relating
            to the management and performance of the services under this
            Agreement, so long as it performs the said services at a reasonable
            and proper standard.

      4.2   To avoid by itself or through any other person except the Company,
            any act or handling assigned under this Agreement to the Company, so
            long as the services are supplied at a reasonable and proper
            standard, unless



                                       26
<Page>

            the Company agrees thereto in writing before the performance of the
            act or the handling.

      4.3   That it and the persons subordinated to it and acting on its behalf
            and in its name, shall cooperate with the Company in all cases in
            which such cooperation or assistance may be required in order to
            enable the regular and proper management and performance of the
            services and discharge all its obligations emanating, either
            directly or indirectly, from this Agreement.

      4.4   To make reasonable and careful use of the Premises in such manner as
            shall not affect the Building and the other occupiers and/or users
            thereof and/or the external form thereof and/or the high standard at
            which it has been built and is maintained.

      4.5   Not to place any signposts of any class whatsoever, either on the
            internal walls of the Building or on its external walls, without the
            prior written approval of the Company.

      4.6   To allow the Company and those acting on its behalf and in its name,
            to enter into the Premises for the performance of the operations
            specified above, for the performance of the operations related to
            the management and performance of the services, whether such works
            are done for the Premises or for other premises and/or occupiers,
            provided that the Company takes measures to reduce the injury and
            disturbance to the Lessee.

      4.7   To notify the Company of any fault requiring any action on the part
            of the Company.

      4.8   To pay to the Company on time any amount which it is obligated to
            pay under this Agreement, including maintenance fee as hereinafter
            specified.

      4.9   That insofar as the Lessee lets any rights of possession and/or the
            use of the Premises to another person and/or corporation pursuant to
            the provisions of the Lease Agreement (hereinafter - "the Recipient
            of the Rights"), it shall, prior to the transfer of the rights as
            aforesaid and upon the date prescribed therefor by the Company,
            cause the Recipient of the Rights to sign with the Company a
            management agreement in the present form. The signing of the
            agreement by the Recipient of the Rights with the Company shall not
            exempt the Lessee from discharging its obligations under this
            Agreement and it shall be liable jointly and severally with the
            Recipient of the Rights for the full discharge of its obligations
            under this Agreement.

      4.10  Without derogating from the aforesaid, in the event of the Lessee
            assigning its rights in the Premises under the Lease Agreement, it
            shall cause the purchaser to sign with the Company a management
            agreement



                                       27
<Page>

            in the present form. If the purchaser of the rights does not sign
            the Management Agreement as aforesaid for any reason whatsoever, the
            Lessee shall be liable to the Company for all its obligations in
            respect of this Contract as if it continued to occupy the Premises.

      4.11  To pay the stamp duty in respect of this Agreement, in equal shares
            with the Company.

5.    MAINTENANCE FEE AND PAYMENT THEREOF

      5.1   For the purposes of this Agreement, management fee means:

            all expenses involved in the operation of the Company and the
            exercise of its powers. Without derogating from the generality of
            the aforesaid, there shall be included within the definition of
            expenses as aforesaid, financing costs, amounts to be provided for
            the depreciation fund as provided in clause 3.6 at such reasonable
            rate as shall be determined by the Company, and profit at the rate
            of 15% on the total expenses of the Company.

      5.2   In addition to the maintenance fee, the Company shall collect in
            respect of electricity and water to the Premises and to premises in
            which no separate meter is installed according to the consumption of
            the Premises and/or according to the Company's meter as the Company
            may decide.

      5.3   The Company shall, within 4 months from the end of each calendar
            year, make the calculation of the maintenance fee having regard to
            the annual statement of the maintenance expenses with the addition
            of financing costs, profit and provision for the depreciation and
            replacement fund in the said calendar year. The said annual
            statement as certified by the Company's accountant shall constitute
            prima facie evidence of the truth thereof and of the Lessee's
            obligation of payment thereunder. The annual statement shall be
            delivered to the Lessee immediately upon the drawing up thereof.

      5.4   The Lessee undertakes to pay to the Company within 14 days from the
            receipt of the calculation of the maintenance fee set out in clause
            5.5 above, any difference standing to its debit, if any, between the
            amount due therefrom in the light of the annual statement and the
            amounts paid thereby on account of that year according to clause 5.3
            above, with the addition of the Consumer's Price Index linkage
            differentials as published by the Central Bureau of Statistics
            (hereinafter - "the Consumer's Price Index"). If the statement shows
            a balance to the credit of the Lessee, the Lessee's account shall be
            credited with the balance and same shall be set off against the
            first maintenance fee due from the Lessee thereafter.

      5.5   Value Added Tax at the rate applicable on the date of payment in
            fact shall be added to each amount payable by the Lessee under this
            Agreement, including the maintenance fee of any kind and class



                                       28
<Page>

            whatsoever, and the Lessee undertakes to pay same together with all
            payments, against a valid tax invoice.

      5.6   The refusal or unwillingness of the Lessee to receive any service
            whatsoever and/or the cessation of the management and performance of
            the services by the Company pursuant to the provisions of clause
            6.1(a) below, shall not exempt it from the obligation to pay the
            maintenance fee pursuant to the conditions of this Agreement.

      5.7   For the avoidance of doubt, it is hereby agreed between the parties
            that the Company is not obligated to perform any service or execute
            any act related to the Lessee or other occupiers of the Building and
            which is not related to the entire Building, unless the Company is
            of the opinion that it has an interest in providing such services or
            performing such acts.

            The Company shall be entitled to charge the Lessee for any
            additional special services, only if provided upon the express
            request or with the consent of the Lessee.

      5.8   The Company shall be entitled to invest any surplus funds in its
            hands, if any, in connection with the supply of the services, in
            such manner and form as its management may decide, provided that
            they are invested in reliable investments which maintain the value
            thereof.

6.    VIOLATIONS

      6.1   In any event of the Lessee falling into arrears of any payment
            whatsoever due therefrom or to be due therefrom hereafter to the
            Company under this Agreement and/or if it violates any of the
            conditions of this Agreement, the Company shall be entitled, without
            derogating from its right to any other legal remedy and at its
            choice, to take any one or more of the following steps, provided
            that it sent a notice in writing to the Lessee giving it a 14 day
            time-extension to make good the claimed violation:

            a.    To stop altogether or partially the management and performance
                  of the services supplied to the Lessee.

            b.    To add Consumer's Price Index linkage differentials (at the
                  rate of the increase of the last index known at the time of
                  payment in fact compared with the index known on the date on
                  which the Lessee was obligated to pay the said amount), to any
                  payment or expense due from the Lessee and not paid in time,
                  with the addition of linked interest at the rate of 8% per
                  annum or, at the Company's choice, charge the Lessee compound
                  interest at the rate of exceptional interest customarily
                  charged by Bank Hapoalim Ltd. for such period.

            c.    To act in such other manner as it is authorized by law.



                                       29
<Page>

      6.2   All expenses or payments to be borne by the Company in consequence
            of the breach of the Agreement by the Lessee and/or the fact that
            steps are required to be taken against it, shall be paid by the
            Lessee upon demand.

7.    ASSIGNMENT OF RIGHTS

      7.1   It is expressly agreed between the parties that the Company shall be
            entitled to transfer its rights and duties, or any part thereof, to
            any other body or person at its exclusive discretion, and the Lessee
            hereby grants its prior consent to the transfer of the rights as
            aforesaid, provided that the Lessee's rights under this Agreement
            shall not be affected.

      7.2   Should the Company transfer any rights or duties as aforesaid to any
            third party whosoever (hereinafter - "the Transferee"), the
            Transferee shall be deemed as if he were a party to the Management
            Agreement AB INITIO, and the Company shall be exempted from all its
            obligations under this Management Agreement.

8.    GENERAL

      8.1   The parties undertake to mutually act in order to implement this
            Agreement.

      8.2   Without derogating from the aforesaid, it is hereby agreed between
            the parties that the provisions of this Agreement shall be binding
            upon the Lessee and its successors and it undertakes to act so that
            its successors shall undertake all its obligations under this
            Agreement.

9.    ADDRESSES OF THE PARTIES

      9.1   The parties hereby state their addresses for the purpose of the
            receipt of notices, pursuant to the Preamble in this Agreement,



            and any notice sent at any one of the said addresses shall be deemed
            as having reached the knowledge and destination of the other party
            if sent by registered mail, within three (3) days from the dispatch
            thereof and if delivered personally or by facsimile, on the date of
            delivery.


                        (-)                                       (-)
            B.A.T.M. REAL ESTATE (1994) LTD.               GIVEN IMAGING LTD.
            --------------------------------               ------------------
                     The Company                               The Lessee