SHARE
      PURCHASE AGREEMENT 

    


    This
      SHARE
      PURCHASE AGREEMENT,
      dated
      February 22, 2006, is by and among SUPERIOR
      CABLES LTD.,
      a
      public company incorporated and registered in Israel registration number
      52-002527-1 (the “Company”),
      ALPINE
      HOLDCO INC.,
      a
      corporation organized under the laws of Delaware and a wholly owned subsidiary
      of The Alpine Group, Inc. ("Alpine
      HoldCo"),
      SUPERIOR
      CABLES HOLDING (1997) LTD.,
      a
      company incorporated and registered in Israel registration number 51-248430-4,
      and a wholly-owned subsidiary of The Alpine Group, Inc. ("SCH"),
      (Alpine HoldCo and SCH collectively “Alpine”),
      and
      Shrem, Fudim, Kelner Technologies Ltd. ("SFKT"),
      a
      company organized under the laws of the State of Israel registration number
      51-288280-4, in the name of and on behalf of ART P.E., a limited partnership,
      to
      be established and registered in Israel, , the general partners of which will
      be
      SFKT, Darid Holdings Ltd. and Danitan Management Ltd. or
      a
      limited partnership the sole general partners of which will be SFKT, Darid
      Holdings Ltd. and Danitan Management Ltd ("Art
      P.E. (under construction)");
      (Alpine HoldCo, ART P.E and SFKT,
      each an
      "Investor",
      and
      collectively the “Investors”);
      (the
      Company, Alpine HoldCo, and SFKT shall be referred to hereinafter, each a
“Party”
and
      collectively the “Parties”).
      

    


    RECITALS:

    


    WHEREAS The
      Company received, and will receive from Bank Hapoalim Ltd. (the "Bank")
      a line
      of credit and other financial services of various types; and 

    


    WHEREAS The
      Company wishes to restructure and refinance its current and future indebtedness
      and obligations to the Bank, including, among other things, the repayment to
      the
      Bank of part of the Company's outstanding long-term loans, and the conversion
      of
      US $15,000,000 of the Company’s debt to the Bank into subordinated debt, payable
      only upon the liquidation of the Company (the “Subordinated Debt”), all subject
      to and as set forth in the terms and conditions of a refinancing agreement
      entered between the Company and the Bank attached hereto as integral part hereof
      and marked "Exhibit
      A"
      (the
      "Bank
      Agreement"),
      and
      as further described in the Cap Table (as defined herein); and 

    


    WHEREAS On
      the
      date of execution of the Bank Agreement, and as an integral part thereof, the
      Bank will receive from the Company an option to purchase shares from the Company
      as more fully described in Exhibit A, in consideration for the Subordinated
      Debt
      the "Bank's
      Option")
      and as
      further described in the Cap Table (as defined herein); and

    


    WHEREAS The Bank
      Agreement is conditioned, inter alia, upon the Closing (as defined in Section
      5.1 hereof) taking place not later than June 30, 2006; and

    


    WHEREAS Immediately
      prior to or at the Closing, SCH
      will
      sell, in a private sale, 8,400,000 Ordinary Shares to unrelated third parties;
      and

    


    WHEREAS Except
      for the Ordinary Shares held by SCH as of the date hereof, neither
      Alpine nor SFKT nor any partner therein or Affiliate thereof currently is not
      and until the Closing will not be a shareholder of the Company; and


     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    WHEREAS, On
      the
      basis of the Company’s representations expressly stipulated herein the Investors
      desire to purchase and acquire from the Company, and on the basis of the
      Investors’ representations expressly stipulated herein, the Company desires to
      sell and issue to the Investors, Ordinary Shares of the Company, all upon the
      terms and subject to the conditions set forth hereunder and subject to obtaining
      the Approvals (as defined herein in Section 5.1); and

    


    WHEREAS The
      Company wishes to receive certain management services from The Alpine Group,
      Inc., and The Alpine Group, Inc. wishes to provide those management services
      to
      the Company, all pursuant to and subject to the terms and conditions of the
      First Amendment to the Deed of Amendment substantially in the form attached
      hereto as integral part hereof and marked as "Exhibit
      B"
      (the
      "Management
      Agreement");
      and

    


    WHEREAS the
      Parties desire to enter into this Agreement;

    


    NOW,
      THEREFORE, in
      consideration of the foregoing, and the mutual representations, warranties,
      covenants, undertakings and agreements contained herein, subject to the terms
      and conditions set forth herein, the parties hereby represent, warrant,
      undertake and agree as follows:

    


    SECTION
      1. DEFINITIONS

    


    Article
      1.1 As
      used
      in this Agreement, the following terms shall have the following respective
      meanings (such meanings being equally applicable to both the singular and plural
      form of the terms defined):

    


    "Affiliate”
means,
      with respect to any Person, any other Person that directly or indirectly through
      one or more intermediaries controls, is controlled by or is under common control
      with such Person.

    


    This
      "Agreement"
      means
      this Share
      Purchase Agreement, including all amendments, modifications and supplements
      hereto and any exhibits or schedules to any of the foregoing, and shall refer
      to
      this Agreement as the same may be in force and effect at the time such reference
      becomes operative.

    


    "Cap
      Table"
      means a
      capitalization table describing the shareholdings in the Company prior to and
      after the Closing, and following the exercise of the Bank's Option and SFKT's
      Option and any and all other Convertible Securities existing as of the Closing
      Date, which is attached hereto as integral part hereof and marked "Exhibit
      C".
      

     

    "Convertible
      Securities"
      means
      any evidences of indebtedness, options, warrants or other securities convertible
      into or exercisable or exchangeable for Ordinary Shares of the Company,
      including, but not limited to, the Bank's Option and SFKT's Option and options
      granted to certain employees of the Company.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    "Material
      Adverse Conditions"
      means
      any fact, change, event, development or circumstance which, individually or
      in
      the aggregate, has had or would be reasonably expected to have a material
      adverse effect on the business, condition (financial or otherwise), results
      of
      operations, assets or liabilities of the Company as a whole.

    


    "Ordinary
      Shares"
      means
      ordinary shares, par value NIS 1.00, of the Company. In the event the Company
      reorganizes its share capital to no par value shares, or to shares of NIS 0.01,
      any reference to Ordinary Shares shall mean no par value shares of the Company
      or shares of NIS 0.01, as the case may be.

    


    "Public
      Company"
      means a
      public company within its meaning in the Companies Law-1999.

     

    "Person"
      shall
      be
      construed as broadly as possible and shall include an
      individual or natural person, a partnership (including a limited liability
      partnership), a corporation, a company, a limited liability company, an
      association, a joint stock company, a trust, a joint venture, an unincorporated
      organization, a business, and any other entity.

    


    "
      Rate
      of Exchange"
      means
      the representative rate of exchange of the US$ to the NIS most recently
      published by the Bank of Israel prior to the applicable date mentioned
      herein.

    


    "Shareholders
      Agreement"
      means
      the Shareholders Agreement effective as of the Closing Date, by and between
      the
      Investors.

     

    1.2
      The
      following capitalized terms not defined in Sub-Section 1.1 are defined in the
      following Sections of or other locations in this Agreement:

     

    
      	
              Term

            	
              Section/Location

            
	 	 
	
              Alpine
                

            	
              Recitals

            
	
              Alpine
                HoldCo's Investment

            	
              4.1

            
	
              Alpine
                HoldCo’s Investment Amount

            	
              4.1

            
	
              Alpine
                HoldCo

            	
              Preamble

            
	
              Approvals

            	
              5.1

            
	
              Articles

            	
              7.1.5

            
	
              Bank

            	
              Recitals

            
	
              Bank
                Agreement

            	
              Recitals

            
	
              Bank's
                Option

            	
              Recitals

            
	
              Business
                Days

            	
              10.3.2

            
	
              Closing

            	
              5.1

            
	
              Closing
                Date

            	
              5.1

            
	
              Company

            	
              Preamble

            
	
              Conversion

            	
              Recitals

            
	
              Force
                Majeure Events

            	
              10.12.1

            
	
              Investment
                Amounts

            	
              5.1

            
	
              Investor
                and Investors

            	
              Preamble

            
	
              Legal
                Opinion

            	
              5.2.4(h)

            
	
              Management
                Agreement

            	
              Recitals

            
	
              Officer’s
                Compliance Certificate

            	
              5.2.4(c)

            
	
              Party
                and Parties

            	
              Preamble

            
	
              SCH

            	
              Recitals

            
	
              SFKT

            	
              Preamble

            
	
              SFKT's
                Option

            	
              4.2.2

            
	
              SFKT's
                Original Holdings

            	
              4.2.1

            
	
              SFKT's
                Original Investment

            	
              4.2

            
	
              SFKT's
                Original Investment Amount

            	
              4.2

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    SECTION
      2. PREAMBLE
      AND APPENDICES

    


    The
      preamble, recitals, schedules, annexes and exhibits attached to this Agreement
      form an integral and binding part hereof. 

    


    SECTION
      3. INTERPRETATION 

    


    The
      clause headings, captions and clause numbers in this Agreement are inserted
      only
      as a matter of convenience of reference and in no way shall control, define,
      limit, affect or construe the scope of intent, meaning or construction of such
      clauses, nor in any way affect the interpretation of this
      Agreement.

    


    SECTION
      4. SALE, PURCHASE
      AND ISSUANCE OF SHARES AND OPTION

    


    4.1 Sale
      and Purchase of the Ordinary Shares by Alpine HoldCo "As Is".
      At the
      Closing, Alpine HoldCo agrees to invest a total amount of US$ 10,000,000 in
      the
      Company ("Alpine
      HoldCo's Investment"
      and
      "Alpine
      HoldCo's Investment Amount")
      in
      order to purchase from the Company, on
      an
"As
      Is"
      basis including on the basis of all representations as set forth in Section
      8herein and on the basis of the representations made by the Company as specified
      in Section 7 hereof, and the Company agrees to issue and allot to the Alpine
      HoldCo, on
      the
      basis of all representations as set forth in Section 8 herein, as part of a
      private placement to be made by the Company, 75,000,000 Ordinary Shares, at
      a
      price of US$ 0.1333 per share (price in NIS per share will be determined on
      the
      Closing Date using the Rate of Exchange immediately prior to that date) on
      an
“As Is” basis.


    


    4.2 Sale
      and Purchase of the Ordinary Shares and of an Option to Purchase Ordinary Shares
      by SFKT "As Is". At
      the
      Closing SFKT agrees to invest or to cause Art P.E. to invest a total amount
      of
      US$ 5,000,000 in the Company ("SFKT's
      Original Investment")
      in
      order to:

    


    4.2.1 Purchase
      from the Company, on an "As Is" basis including on the basis of all
      representations as set forth in Section 8herein, and on the basis of the
      representations made by the Company as specified in Section 7 hereof, and the
      Company agrees to issue and allot to SFKT, or- upon SFKT’s written request - to
      Art P.E. as part of a private placement to be made by the Company,
      on
the
      basis
      of all representations as set forth in Section 8 herein, 46,192,664 Ordinary
      Shares at a price of US$ 0.1082 per share payable in NIS (price in NIS per
      share
      will be determined on the Closing Date using the Rate of Exchange immediately
      prior to that date) ("SFKT's
      Original Holdings")
      on an
“As Is” basis; and

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    4.2.2 Receive
      from the Company, and the Company agrees to grant SFKT or- upon SFKT’s written
      request - to grant Art P.E., a transferable option, in the form attached hereto
      as Exhibit
      4.2.2 (a),
      to
      purchase from the Company an additional 4,619,266 Ordinary Shares, exercisable,
      all or nothing, by submitting a written notice to the Company in the form
      attached hereto as Exhibit
      4.2.2 (b),
      not
      later then within thirty (30) months from the Closing Date together with cash
      payment of a purchase price of US$ 0.1333 per share (price in NIS per share
      will
      be determined on the option's exercise date using the Rate of Exchange
      immediately prior to the exercise date ) ("SFKT's
      Option").
      The
      amount of Ordinary Shares underlying SFKT's Option, and the exercise price
      of
      SFKT's Option, will be adjusted as provided in Exhibit
      4.2.2 (a)
      hereof.


    


    4.3 Several
      Obligations.
      No
      Investor shall be liable for the obligations to be performed by any other
      Investor and the liability of each of the Investors in respect of the
      obligations imposed on such Investor under this Agreement, shall be several
      and
      not joint, as if each of the Investors had entered into a separate agreement
      with the Company. Notwithstanding the above, the Company shall not be obliged
      to
      close the transactions contemplated hereby unless the Investors have each
      transferred to the Company their respective Investment Amounts, as set forth
      above, and have each fulfilled their respective obligations pursuant to this
      Agreement; and neither Investor shall be obliged to close the transactions
      contemplated hereby with respect thereto unless the other Investor has
      transferred to the Company his respective Investment Amount, as set forth above,
      and has fulfilled his respective obligations pursuant to this Agreement, the
      conditions specified in Section 5.1 hereof were met, and the company submitted
      the documents specified in Section 5.2.4 hereof. 

    


    4.4
      At
      the Closing, the Ordinary Shares to be issued pursuant to this Agreement, when
      issued and allotted and fully paid for in accordance herewith: (i) will be
      duly authorized, validly issued, fully paid, non-assessable, and subject to
      anything to the contrary in this Agreement or any exhibit hereof, will not
      trigger any anti-dilution rights; and (ii) will be free and clear of any
      liens, security interests or third party rights created by the Company, and
      duly
      registered in the respective names of each of the Investors in the Company’s
      Shareholders’ Register and in the Company’s Substantial Shareholders’
Register.

    


    4.5
      Prior
      to or at the Closing SCH will sell 8,400,000 Ordinary Shares to unrelated third
      parties. 

    


    SECTION 5. THE
      CLOSING 

    


    5.1 Closing.
      The
      purchase, sale and issuance of the Ordinary Shares and of the SFKT's Option,
      and
      the consummation of the transactions contemplated herein, shall take place
      at a
      closing (the “Closing”)
      to be
      held at the offices of Gil Moore, Adv., 85 Medinat Hayehudim Street, Herzliah,
      at 10 a.m. on the first Business Day falling five (5) Business Days after the
      first date on which the Company and/or the Investors, as applicable, shall
      have
      secured and obtained the due execution or approval, as the case may be, of
      all
      of the following: (a) The approval of this Agreement and the Management
      Agreement by (i) the Company's Audit Committee; (ii) the Company's Board of
      Directors; and (iii) the Company's Shareholders General Meeting (including
      adopting a resolution to increase the registered share capital of the Company
      to
      a number that will allow for issuance of shares to the Investors and the Bank
      as
      contemplated hereunder); (b) The approval of the Tel Aviv Stock Exchange
      ("TASE")
      to the
      listing of the Company's Ordinary Shares that will be issued to the Investors,
      and the Ordinary Shares undelying SFKT's Option and the Bank's Option; (c)
      The
      approval of the Antitrust Commissioner to this Agreement, (d) the Company shall
      have filed a private placement report and a report with respect to a transaction
      with a control person as may be required under any applicable law, regulation,
      directive or rule, all for the purpose of consummation of the transactions
      contemplated herein at the Closing (all the approvals referred to in
      sub-sections (a) thourgh (d) above shall be reffered to herein, collectively,
      as
      the "Approvals"),
      and
      in addition (e) the sale of 8,400,000 Ordinary Shares by SCH to unrelated third
      parties. The Company and/or Investors, as the case may be, shall endevour as
      aforesaid to obtain such Approvals in any event not later than five (5) Business
      Days prior to June 30, 2006 (the “Closing
      Date”),
      or
      such other date, time and place as the Parties shall agree upon in writing.
      Should all such Approvals not be obtained and/or should all the conditions
      precedent to Closing not occur persuant to Section 6 below prior to the Closing
      Date, this Agreement shall be deemed cancelled, and no party shall have any
      claim against the other.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    5.2 Transactions
      at Closing.
      At the
      Closing, the following transactions and actions shall be taken, and all such
      transactions and actions shall be deemed to take place simultaneously, and,
      with
      respect to each of the Company and each Investor unless specifically waived
      by
      the Company or such Investor, as the case may be, in writing, in its sole
      discretion and then only as to such respective Party, no transaction or action
      shall be deemed to have been completed or taken and no document or instrument
      shall be deemed delivered, until all such transactions and actions have been
      completed and taken and all required documents and instruments
      delivered:

    


    5.2.1 Each
      Investor shall pay to the Company its respective Investment Amount set forth
      in
      Sections 4.1 and 4.2 respectively ("Investment
      Amounts"),
      by
      way of wire or electronic transfer of immediately available funds, by Alpine
      HoldCo, its Investment Amount in US Dollars, and by SFKT or ART P.E., its
      Investment Amount either in US Dollars or in NIS at the Rate of Exchange
      immediately prior to the Closing, to the Company’s account number, details of
      which shall be provided by the Company prior to the Closing, or by such other
      form of payment accepted by the Company; 

    


    5.2.2 The
      Company shall (i) issue to each Investor its respective number of Ordinary
      Shares set forth in Sections 4.1 and 4.2 respectively, and
      register the issuance and allotment of the shares in the Shareholders Register
      and in the Substantial Shareholders Register of the Company, and
      (ii)
      grant SFKT’s Option to SFKT (or at its written request to ART
      P.E.);

    


    5.2.3 The
      Company and The Alpine Group, Inc., shall execute the Management
      Agreement.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    5.2.4 The
      Company shall further deliver to each Investor the following documents:


    


    (a) Share
      certificates.
      Validly
      executed share certificates, in the form attached hereto as Exhibit 5.2.
      4(a),
      issued
      in the name of the respective Investors (or, at the request of either of the
      Investors with respect to its’ shares - issue the Ordinary Shares in the name of
      the nominee company) dated
      as
      of the Closing
      and
      representing the Ordinary Shares issued to such Investor at the Closing;


    


    (b) Corporate
      Documents.
      (x) A
      copy of the resolution of the Audit Committee of the Company, (y) a copy of
      the
      resolution of the Board of Directors of the Company and (z) a copy of the
      resolution of the Shareholders Meeting of the Company, all approving:
      (i) the private placement for the execution, delivery and performance of
      this Agreement, and the execution, delivery and performance of this Agreement
      and any and all filings and notices with any Person, entity or authority, and
      have made any and all applicable public or other announcements, all as may
      be
      required under any applicable law, regulation, directive or rule, and shall
      have
      received any and all other consents and approvals as may be required under
      any
      applicable law, regulation, directive or rule, all for the purpose of
      consummation of the transactions contemplated herein and at the Shareholders
      Agreement at the Closing; (ii) the issuance of the Ordinary Shares to be
      issued pursuant to this Agreement to the Investors, and the issuance of SFKT's
      Option to SFKT (or at its written request to ART P.E.) at the Closing, against
      and subject to payment of the Investors’ respective Investment Amounts; (iii)
      the execution, delivery and performance of the Bank Agreement; (iv) the
      execution, delivery and performance of the Management Agreement; (v) the listing
      for trading on the TASE of the Ordinary Shares to be issued pursuant to this
      Agreement including the Ordinary Shares underlying SFKT's Option and the Bank's
      Option; and (vi) any change in the share capital of the Company;

    


    (c) Officer’s
      Compliance Certificate.
      A duly
      executed Officer’s Compliance Certificate dated as of the Closing Date in the
      form that will be attached hereto as Exhibit
      5.2. 4(c)
      ("Officer’s
      Compliance Certificate"),
      confirming
      on behalf of the Company that (i) the Company has performed in all material
      respects each of its obligations under this Agreement required to be performed
      by it on or prior to the Closing and (ii) the representations and warranties
      of
      the Company contained in this Agreement;
      

     

    (d) TASE
      Approval.
      The
      TASE shall have agreed to list the Ordinary Shares to be issued pursuant to
      this
      Agreement including the Ordinary Shares underlying SFKT's Option and the Bank's
      Option on the TASE.

     

    (e) A
      copy of
      the validly executed Bank Agreement;

    


    (f) The
      Company shall deliver to SFKT (or at its written request to ART P.E.) the letter
      of allotment of SFKT's Option; 

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    (g)
       A
      copy of
      the validly executed Management Agreement;

    


    
      
        (h)
          Legal
          Opinion.
          The
          Company shall have delivered to each of the Investors a legal opinion of
          Gil
          Moore, Adv., counsel to the Company, in form and substance reasonably acceptable
          to the Investors.
          The form
          of the legal opinion will be attached hereto as Exhibit 5.2.4(h)("Legal
          Opinion"),
          confirming, that (i) that true, complete and correct copies of the Company’s
          Articles as in effect on the Closing Date are attached thereto, (ii) as
          to the
          incumbency and genuineness of the signatures and the authority of each
          officer
          of the Company executing this Agreement, the Management Agreement on its
          behalf
          and (iii) that the resolutions of the Audit Committee, the Board of Directors
          and the Shareholders Meeting of the Company 
          have
          been duly adopted in accordance with the Articles of the Company in order
          to
          authorize the execution, delivery and performance of the this Agreement,
          including, but not limited to, the issuance and sale of the Ordinary Shares,
          and
          the execution and delivery of certificates for the Ordinary Shares, as
          may be
          required in connection with this Agreement and the consummation of the
          other
          transactions contemplated to be consummated at the Closing, (iv) that all
          Approvals have been obtained and secured, (v) that upon issuance and sale
          of the
          Ordinary Shares at the Closing in accordance with the provisions of this
          Agreement, the Ordinary Shares will be duly authorized, validly issued,
          fully
          paid and non-assessable, and free of any preemptive rights or other encumbrances
          under the Articles, and (vi) that the execution, delivery and performance
          by the
          Company of the this Agreement and the Management Agreement do not violate
          any
          provision of the Articles.

      

    

    


    (i) Any
      other
      document or instrument to be provided by the Company or by any Investor
      reasonably necessary or expedient to give full effect to the sale and purchase
      of the Ordinary Shares and SFKT's Option and the Management Agreement and
      otherwise to the consummation of all the transactions contemplated herein.
      


    


    5.2.5 The
      Company represents that the Bank Agreement shall become effective at the
      Closing.

    


    5.2.6 SCH
      shall
      have sold 8,400,000 Ordinary Shares of the Company held by SCH to unrelated
      third parties in a private transaction and the Company shall have received
      from
      SCH and made and given any and all filings, notifications and public
      announcements required as a result of such sale under any applicable law,
      regulation, rule or directive.

    


    5.2.7 The
      Company shall have received an opinion from counsels to each Investor counsel
      to
      the Company in a form acceptable to the Company. This legal opinion will be
      attached hereto as Exhibit 5.2.7
      ("Investors'
      Legal Opinion"),
      confirming (i) as to the incumbency and genuineness of the signatures and the
      authority of each officer of the Investor executing this Agreement, and the
      Management Agreement and (ii) that the execution, delivery and consummation
      of
      the transactions contemplated herein at the Closing do not violate any provision
      of Investor's governing documents. 

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    SECTION 6. CONDITIONS
      TO CLOSING

    


    6.1 Conditions
      to Closing by the Investors.
      The
      obligations of each Investor to take any action required of it hereunder to
      be
      taken at the Closing are subject to the fulfillment at or before the Closing
      of
      all the following conditions, any one or more of which may be waived in whole
      or
      in part by such Investor in its sole discretion, solely with respect to itself,
      if such waiver is permitted under any applicable law:

    


    6.1.1 Representations
      and Warranties.
      The
      representations and warranties made by the Company in this Agreement shall
      have
      been true and correct in all material respects when made, and shall be true
      and
      correct in all material respects as of the Closing as if made on the date of
      the
      Closing.

    


    6.1.2 Performance.
      All
      covenants, agreements, obligations and conditions contained in this Agreement
      to
      be performed or complied with by the Company prior to or at the Closing shall
      have been performed or complied with in all material respects, prior to or
      at
      the Closing.

    


    6.1.3 Consents,
      Notifications etc.
      The
      Company and/or the Investors, as the case may be, shall have duly obtained
      and
      secured all Approvals, and the Company has made or given any and all applicable
      filings and notices with, any person, entity or authority, and has made or
      given
      any and all applicable public or other announcements, all as may be required
      under any applicable law for the purpose of consummating the transactions
      contemplated herein at the Closing. 

    


    6.1.4 Delivery
      of Documents.
      All the
      documents to be delivered by the Company to the Investors at the Closing shall
      be in form and substance reasonably satisfactory to the Investors.

    


    6.1.5 Proceedings
      and Documents.
      All
      corporate and other proceedings in connection with the transactions contemplated
      by this Agreement and the Management Agreement and all documents and instruments
      incident to such transactions shall be reasonably satisfactory in substance
      and
      form to the Investors, and the Investors shall have received all such
      counterpart originals or certified or other copies of such documents as the
      Investors may reasonably request.

    


    6.1.6 No
      Judgment or Order.
      There
      shall not be on the date of the Closing any judgment or order of a court of
      competent jurisdiction or any ruling, regulation or order of any authority
      which
      would prohibit or have the effect of preventing consummation of the transactions
      contemplated by this Agreement and the Management Agreement.

    


    6.1.7 No
      Force Majeure Events.
      With
      respect to Alpine only, there shall not be or occurred any Force Majeure Event
      (as this term is defined in Sub-Section 10.12.1 herein) between the date of
      execution of this Agreement and until the Closing Date

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    6.1.8 The
      Bank
      Agreement remains in full force and effect in accordance with its terms, the
      Company is not in default or violation of any term or provision of the Bank
      Agreement and there is no material impediment to the implementation of the
      Bank
      Agreement including the conversion of US $15,000,000 of the Company’s debt to
      the Bank into the Subordinated Debt immediately after the closing.

    


    6.1.9 SCH
      shall
      have sold 8,400,000 Ordinary Shares of the Company held by SCH to unrelated
      third parties in a private transaction.

    


    6.1.10 The
      Company shall have duly executed the Management Agreement.

    


    6.1.11 Each
      of
      the Investors shall have received a duly executed Officer’s Compliance
      Certificate from the Company dated as of the Closing Date.

    


    6.1.12 Each
      of
      the Investors shall have received the Legal Opinion from Gil Moore, Adv. dated
      as of the Closing Date.

    


    6.1.13 No
      Material
      Adverse Condition.
      There
      shall have not occurred a
      Material Adverse Condition with respect to the Company
      between
      the date of execution of this Agreement and until the Closing Date.

     

    6.2 Conditions
      to Closing by the Company.
      The
      obligations of the Company, towards each Investor, to take any action required
      of the Company hereunder to be taken at the Closing are subject to the
      fulfillment at or before the Closing of all the following conditions, which
      conditions may be waived in whole or in part by the Company, and which waiver
      shall be at the sole discretion of the Company: 

    


    6.2.1 Representations
      and Warranties.
      The
      representations and warranties made by such Investor in this Agreement shall
      have been true and correct when made, and shall be true and correct as of the
      date of the Closing.

    


    6.2.2 Performance.
      All
      covenants, agreements and conditions contained in this Agreement to be
      performed, or complied with, by such Investor prior to or at the Closing shall
      have been performed or complied with by such Investor prior to or at the
      Closing.

    


    6.2.3 Consents,
      Notifications etc.
      The
      Company and/or the Investors, as the case may be, shall have duly obtained
      and
      secured all Approvals, and shall have made or given any and all applicable
      filings and notices with, any person, entity or authority, and has made or
      given
      any and all applicable public or other announcements, all as may be required
      under any applicable law, for the purpose of consummating the transactions
      contemplated herein and in the Shareholders Agreement at the Closing.


    


    6.2.4 No
      Judgment or Order.
      There
      shall not be on the date of the Closing any judgment or order of a court of
      competent jurisdiction or any ruling, regulation or order of any authority
      which
      would prohibit or have the effect of preventing consummation of the transactions
      contemplated by this Agreement.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    6.2.5 SCH
      shall
      have sold 8,400,000 Ordinary Shares of the Company held by SCH to unrelated
      third parties in a private transaction.

    


    SECTION 7. REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

    


    The
      Company hereby declares, confirms, represents and warrants and undertakes to
      the
      Investors as follows: 

    


    7.1 Organization.
      The
      Company is a Public Company duly registered and validly existing under the
      laws
      of the State of Israel.

    


    No
      proceeding or resolution for the bankruptcy, dissolution, liquidation,
      winding-up, appointment of receiver and/or similar proceeding has been
      instituted or taken by the Company, and to the best of its knowledge, no such
      proceeding has been instituted or threatened against the Company.

    


    The
      Company is not in default or violation of any material term or provision of
      its
      Articles of Association of the Company (the “Articles”),
      or to
      the Company’s best knowledge of any material order, law, statute, rule,
      regulation or directive to which it is subject so as to result in a Material
      Adverse Condition. 

    


    7.2 Capitalization.

    


    7.2.1  The
      authorized share capital of the Company as of the Closing shall be reorganized
      into Ordinary Shares of which as at the date of signature of this Agreement,
      35,862,393 Ordinary Shares have been issued and are fully paid-up. The Cap
      Table
      attached hereto sets forth the Company’s issued and paid-up share capital, the
      holders thereof, and their respective percentage of shareholdings in the
      Company, immediately prior to and immediately following the Closing and on
      a
      fully-diluted basis. 

    


    7.2.2 The
      Company shall have reserved Ordinary Shares of
      the
      Company for issuance to (i) SFKT (or at its written request to ART P.E.) in
      the
      event of exercise of the SFKT Option and (ii) the Bank, upon the exercise of
      the
      Bank Option. As of the Closing Date, the Company granted options to purchase
      up
      to 702,667 Ordinary Shares of the Company to its employees, all as detailed
      in
      the Cap Table, and the Company has reserved that number of Ordinary Shares
      with
      respect thereto. Additional options included in the existing employee stock
      option plan and a newly contemplated employee stock option plan are expressed
      on
      the Cap Table. The Company will reserve a sufficient number of Ordinary Shares
      with respect thereto. 

    


    7.2.3 Except:
      (i) as detailed in this Agreement and in the Cap Table; (ii) as provided in
      Section 7.2.2 herein; (iii) as provided in the Bank Agreement; and (iv) for
      the
      transactions contemplated in this Agreement; there are no other share capital,
      Convertible Securities, or other rights to subscribe for, purchase or acquire
      from the Company any share capital of the Company, and there are no contracts
      or
      binding commitments providing for the issuance of, or the granting of rights
      to
      acquire, any share capital of the Company, or under which the Company is, or
      may
      become obligated to issue any of its securities. 

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    


    7.2.4 All
      issued and outstanding share capital of the Company was duly authorized, and
      is
      validly issued and outstanding and, except as otherwise provided in Cap Table,
      is fully paid and non-assessable. The Ordinary Shares, when issued and allotted
      and fully paid in accordance with this Agreement at the Closing, will be duly
      authorized, validly issued, fully paid, non-assessable, and free and clear
      from
      all liens, security interests, third party claims or encumbrances of any nature,
      and will have the rights set forth in the Company’s Articles, and will be
      subject to restrictions set forth in the Company’s Articles and/or in this
      Agreement or any exhibit hereof or under any applicable law, regulation, rules
      or directive. 

    


    7.2.5 The
      Ordinary Shares issuable upon the due exercise of the SFKT's Option:
      (i) will be duly authorized and reserved in sufficient quantity for
      issuance by all necessary corporate action; and (ii) when issued and
      allotted in accordance with this Agreement, will be duly and validly issued,
      fully paid, non-assessable, and free of any and clear from all liens, security
      interests, third party claims or encumbrances of any nature created by the
      Company. 

    


    7.3 Authorization. The
      Company has the full power and authority to execute, enter into and perform
      its
      obligations under this Agreement, which, subject to obtaining the Approvals,
      has
      been, or will be prior to the Closing, duly authorized by all of the necessary
      corporate and any and all other actions, and the same constitute or will
      constitute (as applicable) valid and legally binding obligations of the Company,
      enforceable against it in accordance with their respective terms except to
      the
      extent such enforceability may be limited by bankruptcy, insolvency,
      reorganization, fraudulent transfer, moratorium and/or other similar laws
      affecting the rights of creditors generally or by the application of general
      equity principles, and/or relating to the Company. 

    


    7.4 No
      Conflict. Subject
      to obtaining the Approvals required by the Company and/or Investors, as the
      case
      may be, in order to consummate and perform this Agreement, the execution,
      delivery, and performance of this Agreement and the Management Agreement by
      the
      Company, and the consummation of the transactions contemplated hereby by the
      Company at the Closing, will not conflict with, give rise to, or result in
      any
      breach or constitute a default (or an event which, with notice or lapse of
      time
      or both, would constitute a default), violate the terms of, result in the
      acceleration of any obligation, terminate, modify, or cancel, or require any
      notice under: (i) any applicable law, regulation, rule, directive, order,
      judgment, writ, injunction, decree or award of any governmental authority,
      agency or court, or other restriction of any governmental entity, agency or
      court, or the TASE; or (ii) any material written and/or oral agreement,
      contract, commitment, lease, license, arrangement and/or other instrument to
      which such party is bound by or to which any of its assets is subject to; and/or
      (iii) any provision of the Company’s Memorandum of Association, Articles, or any
      other material applicable document, as the case may be.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    


    7.5 Brokers.
      The
      Company has no contract, arrangement or understanding with any broker, finder
      or
      similar agent with respect to the transactions contemplated by this Agreement.
      The Company agrees to indemnify and hold the Investors harmless, from and
      against any claim or liability resulting from any party claiming any such
      commission or fee, if such claims shall be contrary to the above
      statement.

    


    7.6 To
      the
      Company’s best knowledge the representations and warranties made in this Section
      7 do not contain any untrue statement or omit a material fact that makes the
      statements therein misleading.

    


    SECTION 8. REPRESENTATIONS
      AND WARRANTIES OF THE INVESTORS

    


    Alpine
      HoldCo and SFKT severally, each as to itself, and not jointly, declares,
      confirms, represents, warrants and undertakes to the Company that: 

    


    8.1 Organization.
      It is
      duly organized, validly existing, and in good standing under the laws of the
      state of its incorporation, and it has all necessary power, authority and
      capacity to enter into, execute, deliver and perform this Agreement, and to
      consummate the transactions contemplated hereby. No proceeding or resolution
      for
      the bankruptcy, dissolution, liquidation, winding-up, appointment of receiver
      and/or similar proceeding has been instituted or taken thereby, and to the
      best
      of its knowledge, no such proceeding has been instituted or threatened against
      it.

    


    8.2 Authorization.
      The
      execution, delivery and performance of this Agreement and the Management
      Agreement by it has been duly and validly authorized and approved by all
      necessary corporate or other applicable action, as the case may be, and
      constitutes a valid and legally binding obligation thereof.

    


    This
      Agreement has been duly and validly executed and delivered thereby, enforceable
      against it in accordance with its terms, except to the extent such
      enforceability may be limited by bankruptcy, insolvency, reorganization,
      fraudulent transfer, moratorium and/or other similar laws affecting the rights
      of creditors generally or by the application of general equity principles,
      and/or relating thereto. 

    


    8.3 No
      Conflict. Subject
      to obtaining the Approvals required by the Company and/or Investors, as the
      case
      may be, in order to consummate and perform this Agreement, the execution,
      delivery, and performance of this Agreement and the Management Agreement by
      such
      Investor, and the consummation of the transactions contemplated hereby, does
      not
      and will not conflict with, result in a breach of, constitute a default (or
      an
      event which, with notice or lapse of time or both, would constitute a default),
      violate the terms of, result in the acceleration of any obligation, terminate,
      modify, or cancel, or require any notice under: (i) any applicable law,
      regulation, rule, directive, order, judgment, writ, injunction, decree or award
      of any governmental authority, agency or court, or other restriction of any
      governmental entity, agency or court, or the TASE; or (ii) any written and/or
      oral agreement, contract, commitment, lease, license, arrangement and/or other
      instrument to which such Investor is bound by or to which any of its assets
      is
      subject to; and/or (iii) any provision of the Investor's certificate of
      incorporation, by-laws, articles of association, memorandum of association
      or
      certificate of registration, or any other material applicable document, as
      the
      case may be.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    8.4 Experience;
      Speculative Nature of Investment
      It is a
      sophisticated investor and has such requisite knowledge and experience in
      financial and business matters that it is capable of evaluating the merits
      and
      risks of its investment in the Company and of
      the
      transactions contemplated hereunder.
      Such
      Investor represents that it has the ability to bear the full economic risk
      of
      its investment pursuant to this Agreement. Such Investor is aware of the risks
      therefore associated with its investment in the Company. Such Investor also
      warrants and represents that it has not been organized solely for the purpose
      of
      acquiring the Ordinary Shares. 

    


    8.5 Information
      Received Before Purchase "As Is" and Waiver of Claims.
      

    


    8.5.1 Each
      Investor represents, acknowledges and confirms that it has either received
      from
      the Company or had the opportunity to receive any and all the materials it
      requested and has either conducted or had the opportunity to conduct a full
      independent due diligence review of the Company and its business, and that
      it
      has had the opportunity to discuss the Company’s business and financial affairs
      with the officers and the management of the Company and to visit and review
      the
      Company’s operations and facilities. Such Investor agrees to purchase the
      Ordinary Shares, based upon its experience as a sophisticated investor and
      the
      investigations it has deemed necessary to make prior to the date hereof.


    


    8.5.2 Each
      of
      the Investors hereby irrevocably and unconditionally confirms, represents and
      warrants that it does not have any claims and/or demands and/or allegations
      whatsoever against the Company or the other Investor, and, without derogating
      from the aforesaid, except in the event of fraud or gross negligence by the
      Company - with respect to information made available to the public; or fraud
      -
      with respect to information not in the public domain, that was provided to
      the
      Investors prior to the date hereof, hereby irrevocably and unconditionally
      releases and discharges each of the Company and the other Investor from and
      against any claims and/or demands and/or allegations whatsoever which it may
      have or may have had (whether known or unknown), if any, all including, but
      not
      limited to any claims and/or demands and/or allegations of any “non conformity”
or defect of any kind or any other cause of claim of any kind with respect
      to
      the Ordinary Shares and its investment in the Company, and that it shall not
      raise any such claims and/or demands and/or allegations whatsoever in the
      future.

    


    8.5.3 In
      addition, and without derogating from the said in sub sections 8.5.1 and 8.5.2
      above, SFKT represents, acknowledges and confirms that if and when it will
      be
      making the decision to exercise SFKT's Option or any part thereof, SFKT shall
      rely solely on its own independent examination of the Company, including the
      merits and risks involved in investing in the Company. The purchasing of the
      underlying Ordinary Shares under SFKT's Option shall be made on an “AS IS”
basis, and SFKT hereby waives any claim whatsoever of any “non conformity” or
      defect of any kind or any other cause of claim of any kind with respect to
      the
      underlying Ordinary Shares and its investment in the Company.

    
 

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    


    8.6
      Investment Purpose.
      Such
      Investor represents and agrees that it is purchasing the Ordinary Shares for
      investment for its own account, not as nominee or agent, and not with a current
      view to, or for immediate resale or in connection with, any distribution of
      any
      part thereof, and such Investor has no present intention of selling, granting
      any participation in or otherwise distributing the same. For the avoidance
      of
      doubt it is hereby clarified that the purchase of Ordinary Shares by SFKT on
      behalf of ART P. E. is in compliance with this representation.


    


    8.7
      Each
      Investor represents, warrants and covenants that it has and will continue to
      timely provide the Company, it being a publicly listed Company, with any
      information required to enable the Company to comply with any applicable legal
      requirements in connection therewith.

    


    8.8
      Each
      Investor is familiar with the provisions of the Bank Agreement and the right
      of
      the Bank to demand immediate repayment of the loans owing to the Bank in the
      event there is a change of control over the Company without the consent of
      the
      Bank. 

    


    SECTION
      9. AFFIRMATIVE
      COVENANTS

    


    9.1 Use
      of
      Proceeds.
      The
      Company will use the proceeds of the issuance and sale of the Ordinary Shares
      to
      the Investors to repay the Bank part of the Company's long-term outstanding
      loans as detailed in the Bank Agreement, all pursuant to and in accordance
      with
      the terms and conditions of the Bank Agreement, and any applicable law,
      regulation, rule or directive.

    


    9.2 Reservation
      of Additional Shares for Share Options.
      In
      addition to the shares reserved by the Company as of the date hereof (as
      detailed in Cap Table), the Company shall reserve, out of its authorized but
      unissued share capital, an additional amount of [ ] Ordinary Shares; all such
      reserved shares shall be available for future allocation under the Bank's Option
      and SFKT's Option, and shall be allocated within the framework of the Bank
      Agreement and this Agreement to the Bank and SFKT or - at its written request-
      to ART P.E, respectively.

    


    9.3 Submission
      of Reports and Information.
      The
      Company confirms that it is aware of the fact that SFKT and The Alpine Group
      Inc. are each a publicly traded company that has to comply with the disclosure
      duties under the respective Securities Law that applies to them and under any
      other foreign securities laws and regulations promulgated thereunder,
      respectively. The Company will provide each of the Investors annual and
      quarterly financial statements made pursuant to the reporting requirements
      applicable to the Company, as well as all other information or materials that
      may be required for each of the Investors in order to comply with its reporting
      or disclosure duties under the Securities Law or any other applicable law,
      order, regulation, rule, directive or other applicable ruling. Annual and
      quarterly financial statements will be submitted to the Investors no later
      than
      10 Business Days before the last day by which the relevant annual and quarterly
      financial statements must be published by Public Companies under the Securities
      Law. 

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    SECTION
      10. MISCELLANEOUS

    


    10.1 Waiver
      And Forbearance. No
      waiver
      of any term or provision of this Agreement shall be effective unless in writing
      signed by the party to be charged. No rights of any party shall be prejudiced
      or
      restricted by any indulgence or forbearance to any other party or parties and
      no
      waiver by any party in respect of any breach of any term or provision of this
      Agreement shall operate or construed as a waiver in respect of any subsequent
      breach. 

    


    10.2 Governing
      Law And Competent Courts. The
      construction, validity, interpretation, performance and enforcement of this
      Agreement and any agreement entered into pursuant hereto, shall be governed
      by
      the Laws of the State of Israel, and the competent courts of Tel-Aviv shall
      have
      exclusive jurisdiction in all matters relating to this Agreement, to the
      exclusion of any other jurisdiction.

    


    10.3 Periods.

    


    10.3.1 Periods
      stated in this Agreement in terms of months shall be calculated on the basis
      of
      Gregorian calendar months.

    


    10.3.2
       All
      references in this Agreement to days are references to Business Days both in
      Israel and in the U.S.A (Eastern Time). "Business
      Days"
      means
      any day that is not Saturday, Sunday, or a day on which banking institutions
      in
      New York, NY, or in the State of Israel are authorized or required to be
      closed.

    


    10.4 Notices.
      All
      notices or communications required or permitted hereunder shall be deemed duly
      given when received on a Business Day (and if sent on a day which is not a
      Business Day, on the next succeeding Business Day), by
      any of
      the parties hereto to the other parties if such notice or communication is
      (i)
      dated and in writing and (ii) personally delivered or sent by e-mail, or by
      fax,
      receipt confirmed, as follows:

    


    If
      to the
      Company, as follows:

    


    Superior
      Cables Ltd.

    P.O.Box
      400 

    Kiriat
      Bialik, 27103

    Att:
      Chief Executive Officer

    Fax:
      (972)-4-8466286/65

    


    With
      a
      simultaneous copy to:

    


    Gil
      Moore, Adv.

    85
      Medinat Hayehudim Street

    Herzliya,
      Pituach, 46766 Israel

    Fax:
      (972)-9-9504222

    E-mail:
      gil@gmoorelaw.com

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    


    If
      to
      Alpine HoldCo or to SCH:

     

    C/o
      The
      Alpine Group, Inc. 

    One
      Meadowlands Plaza, Suite 801

    East
      Rutherford, New Jersey 07073

    U.S.A

    Attention:
      Executive Vice President

    Fax:
      (201) 549-4428

    E-mail:
      mposner@alpine-group.com

    


    With
      a
      simultaneous copy to:

    


    Shiboleth,
      Yisraeli, Roberts, Zisman & Co. 

    And
      Moshe
      H. Neeman, Ben-Artzi & Co.

    46
      Montefiore Street, 

    Tel
      Aviv,
      Israel 65201

    Att.
      Richard M. Roberts, Esq.

    Fax:
      972-3-7103322

    Email:
      R.Roberts@shibolet.com

    


    If
      to
      SFKT, as follows:

     

    C/o
      Shrem
      Fudim Kelner Technologies Ltd

    Platinum
      Tower, fl. 15,

    21,
      Ha'Arbaa St., Tel Aviv, 64739

    Fax:
      972-3- 6845554

    Email:
      shremi@sfkt.co.il

    


    With
      a
      simultaneous copy to:

    


    Lahav,
      Litvak-Abadi & Co.

    52,Menachem
      Begin Street,

    Tel
      Aviv,
      Israel, 67137

    Att:
      Nira
      Lahav, Esq.

    Fax:
      972-3-6882021

    Email:
      nira@lahavlit-law.co.il

    


    And
      to:
      Dorit@sfkt.co.il

    


    The
      above
      addresses respectively shall also be the addresses of the parties hereto for
      service of documents of any kind.

    


    The
      above
      address or addresses may be changed by the relevant Party by notice in writing
      furnished to all persons at their above designated residences, as provided.
      Such
      notice shall be deemed to have been given as of the date received or as
      otherwise set forth herein.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    


    10.5 Entire
      Agreement and Amendments.
      This
      Agreement and the Management Agreement constitute the sole understandings
      between the Company and any of the Investors with respect to the subject matter
      hereof and supercedes any prior understandings, agreements, representation
      and/or warranties by or among the parties, written or oral. No modification
      or
      amendment of this Agreement may be made except by an instrument in writing,
      signed by all the Parties hereto. 

    


    10.6 Press
      Releases and Public Announcements.
      Any and
      all press releases or public announcements that the Parties are required to
      make
      under any applicable law or are otherwise proposed to be made in connection
      herewith, will be made, to the extent possible and permissible under any
      applicable law, following the prior coordination of the contents thereof with
      the other Parties.

    


    10.7 No
      Third-Party Beneficiaries.
      This
      Agreement shall not confer any rights or remedies upon any Person other than
      the
      Parties and their respective successors and permitted assigns.

    


    10.8 Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall,
      for
      all purposes, be deemed an original but all of which together will constitute
      one and the same instrument.

    


    10.9 Further
      Assurances.
      Each
      Party hereto shall do and perform or cause to be done and performed all such
      further acts and things and shall execute and deliver all such other agreements,
      certificates, instruments and documents as any other Party hereto reasonably
      may
      request in order to carry out the intent and accomplish the purposes of this
      Agreement.

    


    10.10 Invalidity
      of Provision.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of the remainder of this
      Agreement.

    


    10.11 Expenses. 

    


    10.11.1
      Subject to any applicable law, regulation, rule or directive, the Company will
      reimburse Alpine HoldCo's reasonable expenses with respect to arranging,
      negotiating and drafting the transactions contemplated under this Agreement
      up
      to the limit to be approved by the Company's Audit Committee. 

    


    10.11.2
      Except as provided in sub-section 10.11.1 above, each Party shall pay all costs
      and expenses incurred by it or on its behalf in connection with this Agreement
      and the transactions contemplated hereby including, inter
      alia,
      fees
      and expenses of its own counsel, financial consultants and
      accountants.

    


    10.12 Material
      Adverse Conditions and Force Majeure events.

    


    10.12.1
      Alpine shall not be liable for failures or delays in the performance of any
      of
      its respective obligations hereunder, from the date of execution of this
      Agreement and until the Closing Date, due to any Material Adverse Condition
      or
      force majeure events that at the time of execution of this Agreement Alpine
      did
      not know of or foresee and need not have known or foreseen, and which it could
      not have avoided, including but not limited to acts of full scale war, and
      acts
      of God, or any other cause beyond the reasonable control of Alpine (any Material
      Adverse Condition and the force majeure events mentioned herein, collectively,
      the "Force
      Majeure Events");
      provided
      however
      that the
      performance of this Agreement under the circumstances of the Force Majeure
      Events is impossible or fundamentally different from what was agreed herein.
      

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    


    10.12.2
      Without derogating from the above, Alpine agrees that upon the occurrence of
      the
      Force Majeure Events from the date of execution of this Agreement and until
      the
      Closing Date, the Closing by it is not required to take place, and if the Force
      Majeure Events continue for a period of time greater than seven (7) days, then
      either Party may terminate this Agreement and in such case it will not bind
      the
      Company, Alpine, SFKT and ART P.E. in any respect. 

    


    AS
      WITNESS WHEREOF
      the
      Parties hereto have duly executed this Agreement as of the date first above
      written.

    


    


    
      	
              Superior
                Cables Ltd.

            	
              Superior
                Cables Holding (1997) Ltd.

            	
              Shrem
                Fudim Kelner Technologies Ltd.

            
	 	 	 
	
              By:
                /s/ Yecheskel Baron

              Yecheskel
                Baron

            	
              By:
                /s/ Stewart H. Wahrsager

              Stewart
                H. Wahrsager

            	
              By:
                /s/
                Itschak Shrem

              Itschak
                Shrem

            
	
               

              Alpine
                Holdco Inc.

            	 	 
	 	 	 
	
              By:
                /s/ K. Mitchell Posner

              K.
                Mitchell Posner

            	 	 


    

    


    
      
         

      

      
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