SHAREHOLDERS
      AGREEMENT

    


    


    This
      SHAREHOLDERS AGREEMENT dated February 22, 2006 and effective as of the Closing
      Date, is by and among (i) Alpine Holdco Inc., a corporation organized under
      the
      laws of Delaware (a wholly owned subsidiary of The Alpine Group, Inc.), and
      (ii)
      Superior Cables Holding (1997) Ltd., a company organized under the laws of
      the
      State of Israel, and an indirect wholly-owned subsidiary of The Alpine Group,
      Inc. ("SCH"),
      jointly and severally, (Alpine Holdco Inc. and SCH, collectively, “Alpine”)
      of the
      first part, and Shrem, Fudim, Kelner Technologies Ltd. ("Technologies"),
      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. (under construction),
      a
      limited partnership to be organized and registered under the laws of Israel,
      the
      sole general partners of which are expected to be either Technologies, Darid
      Holdings Ltd. and Danitan Management Ltd. or a limited partnership the sole
      general partners of which will be Technologies, Darid Holdings Ltd. and Danitan
      Management Ltd ("ART
      P.E (under construction)"))
      of
      the second part (Alpine and Technologies shall be referred to hereinafter,
      each
      a “Party”
and
      collectively the “Parties”).
      

    


    RECITALS:

    


    WHEREAS Superior
      Cables Ltd. (the "Company")
      received, and will receive, from Bank Hapoalim Ltd. (the "Bank")
      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, but not limited to, converting US
      $15,000,000 of the Company’s debt to the Bank into subordinated debt, payable
      only upon the liquidation of the Company (the “Conversion”),
      all
      subject to and substantially as set forth in the terms and conditions of a
      refinancing agreement to be entered between the Company and the Bank, attached
      hereto as integral part hereof and marked "Exhibit
      A"
      (the
      "Bank
      Agreement"),
      and
      as described in the Cap Table (as defined herein); and 

    


    WHEREAS The
      Bank
      Agreement, among other things, provides that the Company will grant the Bank
      an
      option to purchase from the Company approximately 15% of the issued and
      outstanding share capital of the Company, exercisable not later than the eighth
      anniversary of the date of execution of the Bank Agreement ("the "Bank's
      Option);
      and

    


    WHEREAS The Bank
      Agreement will become effective, among other things, concurrently with the
      Closing of an equity (or subordinated debt) investment in the Company in the
      aggregate sum of US$15,000,000, by Alpine and either Technologies or ART P.E,
      as
      provided under the Bank Agreement; and

    


    WHEREAS As
      of the
      date hereof, Alpine, through SCH, holds 16,423,705 Ordinary Shares, of which
      Alpine, through SCH, will sell prior to or at the Closing, in a private sale,
      8,400,000 Ordinary Shares to unrelated third parties; and

    


    WHEREAS As
      of the
      date hereof and until the Closing, neither Technologies nor any of its
      Affiliates holds Ordinary Shares, and until the Closing will not hold any
      Ordinary Shares; and 

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    WHEREAS As
      of the
      Closing, either (a) Technologies or (b) ART P.E (under construction) if (i)
      such
      limited partnership was incorporated and registered all as provided under and
      in
      accordance with the Partnership Ordinance [New Version] 1975, (ii) ART P.E
      (under construction), immediately after its incorporation and registration,
      has
      ratified and adopted this Shareholders Agreement, and (iii) upon Technologies’
written request to Alpine, then ART P.E. (under construction) will be referred
      to herein as "ART
      P.E",
      it
      will become a shareholder of the Company as provided for herein, and shall
      replace Technologies for the purposes of this Shareholders Agreement (the entity
      that will become a shareholder in the Company pursuant hereto shall be referred
      to hereinafter as "SFKT");
      and

    


    WHEREAS 
      Alpine
      wishes to invest US$ 10,000,000 in the Company in order to acquire from the
      Company at the Closing, 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 representative
      exchange rate of the US$ to the NIS most recently published by the Bank of
      Israel prior to that date, referred herein as "Rate
      of Exchange")
      ("Alpine's
      Investment"),
      all
      pursuant to and subject to (i) the terms and conditions of a private placement
      by the Company to SFKT and Alpine, (ii) the sale of 8,400,000 Ordinary Shares
      by
      SCH to unrelated third parties prior to or at the Closing, (iii) the execution
      of the Bank Agreement, (iv) SFKT's Original Investment, and (iv) obtaining
      the
      Approvals, as this term is defined herein; and

     

    WHEREAS SFKT
      wishes to invest US$ 5,000,000 in the Company in a private placement
      ("SFKT's
      Original Investment")
      in
      order to (i) acquire from the Company at the Closing, as part of a private
      placement to be made by the Company, 46,192,664 Ordinary Shares, at a price
      of
      US$ 0.1082 per share (price in NIS per share will be determined on the Closing
      Date using the representative exchange rate of the US$ to the NIS most recently
      published by the Bank of Israel prior to that date) ("SFKT's
      Original Holdings"),
      and
      in addition (ii) receive from the Company an option to purchase from the Company
      4,619,266 Ordinary Shares, exercisable, all or nothing, not later then within
      thirty (30) months from the Closing Date at 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) ("SFKT's
      Option"),
      all
      pursuant to and subject to (i) the terms and conditions of a private placement
      to be effected by the Company to SFKT and Alpine, (ii) the execution of the
      Bank
      Agreement, (iii) Alpine's Investment, (iv) the sale of 8,400,000 Ordinary Shares
      by SCH to unrelated third parties prior to or at the Closing; and (v) obtaining
      the Approvals; and 

    


    WHEREAS Each
      of
      Alpine's Investment and SFKT's Original Investment are subject to the approval
      of (a) the Company's Audit Committee, Board of Directors and the Shareholders
      General Meeting, (b) the Tel Aviv Stock Exchange ("TASE"),
      (c)
      the Anti-Trust Commissioner, and (d) any and all other conditions, notices
      and
      approvals as may be required under any applicable law and the agreement whereby
      the Parties will acquire Ordinary Shares of the Company (“SPA”)(collectively:
      the "Approvals");
      and


    


    WHEREAS  A
      cap
      table describing the shareholdings in the Company prior to and after the
      Closing, and following the exercise of SFKT's Option and the Bank's Option
      and
      any and all other Convertible Securities existing as of the Closing Date, is
      attached hereto as integral part hereof and marked "Exhibit
      B"
      (the
      "Cap
      Table");
      and


    


    WHEREAS The
      parties desire to enter into this Shareholders Agreement;

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    NOW,
      THEREFORE, in
      consideration of the foregoing recitals, 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

    


    1.1
      As
      used
      in this Shareholders 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.

    


    "Closing"
      means
      the issuance and allotment of Ordinary Shares to Alpine Holdco Inc. and SFKT
      as
      specified in the preamble hereto. 

    


    "Closing
      Date"
      means
      the date on which the Closing occurs.

    


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

    


    "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 with NIS
      0.01
      par value, any reference to Ordinary Shares shall mean no par value shares
      or
      shares of NIS 0.01 par value of the Company, as the case may be.

    


    "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.

    


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

    


    1.2
      The
      following capitalized terms are defined in the following Sections of or other
      locations in this Shareholders Agreement:

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              Term

            	
              Section/Location

            
	
              Acceptance
                Notice

            	
              7.3

            
	
              Alpine
                

            	
              Preamble

            
	
              Approvals

            	
              Recitals

            
	
              ART
                P.E

            	
              Recitals

            
	
              ART
                P.E (under construction)

            	
              Preamble

            
	
              Bank

            	
              Recitals

            
	
              Bank
                Agreement

            	
              Recitals

            
	
              Bank's
                Option

            	
              Recitals

            
	
              Business
                Days

            	
              15

            
	
              Buyer

            	
              8.1

            
	
              Cap
                Table

            	
              Recitals

            
	
              Company

            	
              Recitals

            
	
              Conversion

            	
              Recitals

            
	
              Management
                Fees

            	
              10

            
	
              Offer
                

            	
              7.1

            
	
              Offeree

            	
              7.1

            
	
              Offer
                Notice

            	
              7.1

            
	
              Offer
                Notice Period

            	
              7.1

            
	
              Offer
                Price

            	
              7.1

            
	
              Offered
                Shares

            	
              7.1

            
	
              Party,
                Parties

            	
              Preamble

            
	
              Permitted
                Sale

            	
              7.6

            
	
              Permitted
                Transfers

            	
              6.5

            
	
              Permitted
                Transferees

            	
              6.5

            
	
              Proposed
                Transferee

            	
              7.1

            
	
              Rate
                of Exchange

            	
              Recitals

            
	
              Right
                of First Offer

            	
              6.4.1

            
	
              SCH

            	
              Preamble

            
	
              Selling
                Party

            	
              8.1

            
	
              SFKT

            	
              Recitals

            
	
              SFKT's
                Option

            	
              Recitals

            
	
              SFKT's
                Original Holdings

            	
              Recitals

            
	
              SFKT's
                Original Investment

            	
              Recitals

            
	
              Technologies

            	
              Preamble

            


    

    


    SECTION
      2. PREAMBLE
      AND APPENDICES

    


    The
      preamble and recitals to this Shareholders Agreement and all exhibits attached
      hereto constitute an integral and binding part thereof.

    


    SECTION
      3. INTERPRETATION 

    


    The
      clause headings, captions and clause numbers in this Shareholders 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
      Shareholders Agreement.

    


    SECTION
      4. DECLARATIONS
      AND REPRESENTATIONS OF THE PARTIES

    


    Each
      Party hereto, severally as to itself, and not jointly, declares, confirms,
      represents, warrants and undertakes, to the other party that: 

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    4.1 Such
      party 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 Shareholders
      Agreement, and to consummate the transactions contemplated hereby;

    


    4.2 The
      execution, delivery and performance of this Shareholders Agreement by such
      party
      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 of each party;

    


    4.3 This
      Shareholders Agreement has been duly and validly executed and delivered by
      such
      party, enforceable against such party 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. 

    


    4.4 Subject
      to obtaining the Approvals required in order to consummate and perform this
      Shareholders Agreement and the SPA, the execution, delivery, and performance
      of
      this Shareholders Agreement by such party, 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, 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 party is bound by or to which any of its assets
      is subject to; and/or (iii) any provision of the party's the certificate of
      incorporation, by-laws, articles of association, memorandum of association
      or
      certificate of registration, or any other similar document, as the case may
      be.

    


    4.5 Each
      Party to this Shareholders Agreement is aware that the other Party has entered
      into this Shareholders Agreement in reliance, inter alia, upon the
      representations, declarations and undertakings of the other Party under this
      Shareholders Agreement.

    


    SECTION
      5. THE
      COMPANY'S BOARD OF DIRECTORS 

    


    Each
      Party hereto agrees to jointly support and vote all the Ordinary Shares owned
      by
      such Party in order to elect, appoint, dismiss or replace the members of the
      Company's Board of Directors as specified below.

    


    Each
      Party hereto agrees to support and vote all the Ordinary Shares owned by such
      Party so that the Board of Directors of the Company shall be comprised of up
      to
      eleven (11) directors as follows: 

    


    5.1 Alpine
      will be entitled to elect, appoint, dismiss and replace six (6) directors,
      to
      the Company's Board of Directors. For the avoidance of doubt, in the event
      that
      the number of directors will be greater or less than eleven (11) then Alpine
      will be entitled to elect, appoint, dismiss and replace the majority of the
      directors to the Company's Board of Directors.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    5.2 So
      long
      as SFKT’s shareholdings in the Company is not less than 50% of SFKT's Original
      Holdings, then SFKT will be entitled to elect, appoint, dismiss and replace
      two
      (2) natural Persons to the Company's Board of Directors, all of whom should
      be
      acceptable to Alpine.

    


    5.3 So
      long
      as SFKT’s shareholdings in the Company is between 40% and up to 50% of SFKT’s
      Original Holdings, then SFKT will be entitled to elect, appoint, dismiss and
      replace only one (1) Person to the Company's Board of Directors, who should
      be
      acceptable to Alpine. 

    


    5.4 If
      SFKT’s
      shareholding in the Company falls below 40% of SFKT’s Original Holdings, then
      SFKT will have no right to elect, appoint, dismiss or replace a director to
      the
      Company's Board of Directors.

    


    5.5
      Alpine confirms that the following Persons are acceptable to Alpine for service
      on the Company’s Board of Directors: Itzhak Shrem, Doron Steiger; Offer Yarkoni,
      and Ofra Amir.

    


    5.6 The
      election, appointment of any director, and the dismissal or replacement of
      any
      such director, by either SFKT or Alpine as set forth in sub sections 5.1 -
      5.4
      above, shall be as follows: 

    


    (i)
      Each
      Party hereto will notify the other, by a written notice given to the other
      Party
      (provided
      however
      that
      sub-section 5.6 (ii) hereof will apply only with respect to the directors
      proposed by SFKT), of the directors it wishes to elect, appoint, dismiss or
      replace, and both Parties will exercise all their voting rights in the
      Shareholders General Meeting of the Company in order to have them elected,
      appointed, dismissed or replaced, as the case may be.

    


    (ii)
      In
      the event that SFKT wishes to propose natural Persons other than those specified
      in sub-section 5.5 above to serve as directors on the Company’s Board of
      Directors, then SFKT will notify Alpine of the directors it wishes to elect,
      appoint, dismiss or replace, by delivering a written notice to Alpine, providing
      the identity of those individuals together with their curriculum
      vitae,
      their
      expertise, list of the other positions they hold and businesses they conduct,
      and any other information reasonably required by Alpine for its decision. Alpine
      shall not be required to vote its Ordinary Shares for any director that is
      not
      acceptable to it. 

    


    5.7 The
      General Meeting of the Shareholders of the Company will elect, appoint, dismiss
      and replace three (3) additional directors as follows: 

    


    (i)
      two
      (2) external directors, as provided under any applicable law; and 

    (ii)
      one
      (1) additional director.

    


    SECTION
      6. RESTRICTIONS
      ON SALE OR TRANSFER OF SHARES 

    


    6.1 No
      Ordinary Shares held by the Parties, or any interest therein, or the SFKT's
      Option, shall be sold, assigned, transferred pledged, hypothecated or otherwise
      encumbered or disposed of, directly or indirectly, except in accordance with
      the
      provisions of this Shareholders Agreement and by any applicable law.


     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    6.2  Transfers
      to Permitted Transferees.
      Notwithstanding anything in this Shareholders Agreement to the contrary, the
      restrictions contained in Sections 6.5, 7 and 8 of this Shareholders Agreement
      with respect to transfers of Ordinary Shares by the Parties shall not apply
      to
      transfers to the following transferees (“Permitted
      Transferees”):

     

    any
      transfer by a Party to any Affiliate thereof (other than the Company), and
      any
      transfer by SFKT to any partner or Affiliate thereof; provided
      that,
      any
      such Permitted Transferee shall, prior to any such transfer, have agreed in
      writing to assume all the obligations of such transferring Party under this
      Shareholders Agreement by the execution and delivery to the other Party hereto
      a
      Joinder Agreement, in the form of "Exhibit
      C"
      hereto.
      The Transferring Party shall report on such transfer all as required under
      any
      applicable law. 

    


    6.3 Certain
      Permitted Transfers. The following transfers are permitted, subject always
      to
      the restrictions specified in Sections 6.5.1 and 6.5.2 below: 

    


    Any
      uncoordinated sale by either of the Parties on the TASE of an aggregate amount
      of less than: (i) 1,000,000 Ordinary Shares within a calendar quarter, (ii)
      2,500,000 Ordinary Shares within a calendar year, and (iii) 5,000,000 Ordinary
      Shares until termination of this Shareholders Agreement. Notwithstanding
      anything in this Shareholders Agreement to the contrary, the restrictions
      contained in Sections 7 and 8 of this Shareholders Agreement with respect to
      transfers of Ordinary Shares shall not apply to such sales. 

    


    6.4 In
      addition to any other restriction on transfer contained in this Shareholders
      Agreement, no Party shall sell, assign, transfer, or dispose of any Ordinary
      Shares, or any interest therein, to any Person, unless such sale, assignment,
      transfer, or disposition is permitted under the Israeli securities laws as
      amended from time to time all as the same shall be in effect at that time,
      and
      all rules and regulations promulgated under all such laws.

    


    6.5 Without
      derogating from any other restriction of sale in the Shareholders Agreement,
      the
      following additional provisions shall apply with respect to any sale or transfer
      of shares in the Company by SFKT: 

    


    6.5.1 During
      the first year following SFKT's Original Investment SFKT may sell or otherwise
      dispose or transfer no more than fifteen percent (15%) of SFKT's Original
      Holdings. SFKT's sale or other disposal or transfer of SFKT's Original Holdings
      is subject to a right of first offer as set forth in section 7 below
      ("Right
      of First Offer"),
      in
      favor of Alpine. 

    


    6.5.2 During
      the second year following SFKT's Original Investment, SFKT may sell up to 50%
      of
      SFKT's Original Holdings, subject to a Right of First Offer in favor of Alpine.
      (For the avoidance of doubt, it is clarified that any aggregate cumulative
      amount of Ordinary Shares sold pursuant to sub-sections 6.5.1 and 6.5.2 shall
      not exceed 50% of SFKT's Original Holdings). 

    


    6.5.3 As
      of the
      second anniversary to SFKT's Original Investment, and thereafter, SFKT will
      have
      free right of sale of the Ordinary Shares it holds, subject to a Right of First
      Offer in favor of Alpine. 

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    6.5.4 SFKT
      may
      hypothecate its Ordinary Shares, SFKT' s Option, and the Ordinary Shares
      underlying SFKT' s Option, with a financial institution in order to finance
      the
      acquisition thereof, upon notice to Alpine, provided that the borrowed amount
      will not exceed 50% of SFKT s Original Investment with respect to SFKT’s
      Original Holdings and will not exceed 50% of the payment for the exercise of
      SFKT' s Option with respect to the SFKT Option, and the hypothecated securities
      would secure only the loan that financed the acquisition. Alpine will not have
      any restriction with respect to hypothecating its Ordinary Shares.

    


    SECTION
      7. RIGHT
      OF FIRST OFFER

    


    Except
      as
      otherwise permitted under Sections 6.2, 6.3 and 8 hereto, and in addition to
      the
      other restrictions on sale or transfer of shares contained in this Shareholders
      Agreement, any transfer of Ordinary Shares, or any interest therein, by either
      Party to this Shareholders Agreement, shall be subject to the following
      provisions:

    


    7.1 Notification
      - Any
      Party to this Shareholders Agreement proposing to transfer any of its Ordinary
      Shares, or with respect to SFKT - also a proposal to transfer the SFKT's Option,
      or any interest therein, (the “Offeror”)
      shall
      first deliver a written notice (the "Offer
      Notice")
      to the
      other party ("Offeree"),
      which
      Offer Notice shall specify in writing (the “Offer”):
      

    


    (i)
      the
      type and number of Ordinary Shares which such Offeror wishes to sell or transfer
      (the “Offered
      Shares”);

    (ii)
      the
      proposed purchase price per share for the Offered Shares as specified in Section
      7.8 below (the “Offer
      Price”)
      ;


    (iii)
      except with respect to an uncoordinated sale on the TASE - the identity of
      the
      proposed transferee (“Proposed
      Transferee”)
      including, the proposed transferee's full name and address; and 

    (iv)
      all
      other terms and conditions of the proposed transfer. 

    


    7.2 Response
      -
      Except
      with respect to an uncoordinated sale on the TASE, as provided in sub-section
      7.5 herein, Offeree may accept such Offer in respect of all but not a portion
      of
      the Offered Shares by giving a written notice to that effect to the Offeror
      within three (3) Business Days (day Offer Notice is given is not counted) after
      being served with the Offer (the “Offer Notice
      Period”).

    


    7.3 Acceptance
      - If
      Offeree accepts the Offer, then Offeree shall deliver to the Offeror a written
      acceptance notice (the "Acceptance
      Notice"),
      and
      shall acquire the Offered Shares from Offeror on the terms aforementioned in
      the
      Offer Notice. Offeree shall pay the price of the Offered Shares within five
      (5)
      Business Days after delivering the Acceptance Notice to Offeror against receipt
      of a duly executed Share Transfer Deed (or Deeds) for the Offered
      Shares.

    


    7.4 Rejection
      -
      If
      Offeree rejects the Offer by so notifying the Offeror in writing within the
      Offer Notice Period, or fails to notify the Offeror in writing of the acceptance
      of the Offer within the Offer Notice Period, Offeree will be deemed to have
      rejected the Offer and the Offeror may sell the Offered Shares on the terms
      mentioned in the Offer (or upon such other more favorable terms to the purchaser
      specified in the Offer). If the Offeror fails to sell the Offered Shares under
      those terms to the Proposed Transferee during a thirty (30) day period after
      the
      expiry of the Offer Notice Period the right of the Offeror to sell the Offered
      Shares will again be subject to the Right of First Offer as specified in this
      Section 7. Notwithstanding the aforesaid, with respect to Offers to sell Offered
      Shares in coordinated or uncoordinated sales on the TASE, in the event the
      Offer
      was not accepted, the Offeror may sell the Offered Shares on the TASE during
      the
      30 day period at the price that will actually be paid by the purchasers of
      those
      Offered Shares. 

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    


    7.5 If
      the
      Offeror intends to sell shares in an uncoordinated transaction on the TASE
      an
      aggregate cumulative amount equal to or greater than (i) 1,000,000 Offered
      Shares within a calendar quarter, (ii) 2,500,000 Ordinary Shares within a
      calendar year, and (iii) 5,000,000 Ordinary Shares until termination of this
      Shareholders Agreement, then the Offer Price payable by the Offeree to the
      Offeror for each of the Offered Shares will be the average closing price of
      the
      Ordinary Shares on the TASE during the three (3) trading days immediately
      preceeding the Notice of Offer. Offeree may accept the Offer in part. Offeree
      shall pay the Offer Price of the Offered Shares within five (5) Business Days
      after expiry of the Offer Notice Period. 

    


    7.6 If
      Offeror intends to sell the Offered Shares on the TASE, in a coordinated
      transaction, then the Notice Offer Period shall be one (1) Business Day (day
      Offer Notice is given is not counted) after being served with the Offer, and
      the
      price payable by the Offeree to the Offeror for each of the Offered Shares
      will
      be the closing price of the Company’s shares on the TASE on the day before the
      Offer Notice is given. Offeree can not accept the Offer in part. Offeree shall
      pay the Offer Price of the Offered Shares within five(5) Business Days after
      expiry of the Offer Notice Period.

    


    7.7
      If
      Offeror intends to sell the Offered Shares in a private transaction outside
      of
      the TASE, then the Notice Offer Period shall be three (3) Business Days (day
      Offer Notice is given is not counted) after being served with the Offer, and
      the
      price payable by the Offeree to the Offeror for each of the Offered Shares
      will
      be the price specified in the Offer Notice. Offeree can not accept the Offer
      in
      part. Offeree shall pay the price of the Offered Shares within five(5) Business
      Days after expiry of the Offer Notice Period.

    


    7.8 A
      table
      summarizing certain terms set forth in Sub-Sections 6.3, 7.2, 7.5, 7.6, 7.7
      and
      8, is brought herein for the convenience of the Parties (all subject to Sections
      6.5.1 and 6.5.2):

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


    
      	
              Type
                of proposed sale

            	 	
              Offer
                Price 

            	 	
              Offer
                Notice Period

            	 	
              Payment
                after acceptance

            	 	
              Applicability
                of Tag Along Rights

            
	
              Uncoordinated
                transaction on the TASE of an aggregate cumulative amount less than
                (i)
                1,000,000 Offered Shares within a calendar quarter, (ii) 2,500,000
                Ordinary Shares within a calendar year, and (iii) 5,000,000 Ordinary
                Shares until termination of this Shareholders Agreement

            	 	
              No
                Right of First Offer, unless
                the cumulative quantity caps of Offered Shares per a calendar quarter,
                calendar year and the duration of this Shareholders Agreement have
                been
                reached. 

            	 	
              n.a.

            	 	
              n.a.

            	 	
              No

            
	
              Uncoordinated
                sale on the TASE of an aggregate cumulative amount equal to or greater
                than (i) 1,000,000 Offered Shares within a calendar quarter, (ii)
                2,500,000 Ordinary Shares within a calendar year, and (iii) 5,000,000
                Ordinary Shares until termination of this Shareholders Agreement
                

            	 	
              The
                average closing price of the Ordinary Shares on the TASE during the
                three
                (3) trading days immediately preceeding the Notice of
                Offer.

            	 	
              Three
                (3) Business Days (day Offer Notice is given is not counted) after
                being
                served with the Offer.

            	 	
              Within
                five (5) Business Days after expiry of the Offer Notice
                Period.

            	 	
              No

            
	
              Coordinated
                sale on the TASE of Offered Shares

            	 	
              The
                closing price of the Company’s shares on the TASE on the day before the
                Offer Notice is given.

            	 	
              One
                (1) Business Day (day Offer Notice is given is not counted) after
                being
                served with the

              Offer

            	 	
              Within
                five (5) Business Days after expiry of the Offer Notice
                Period.

            	 	
              Yes.

            
	
              Private
                transaction outside of the TASE

            	 	
              The
                price specified in the Offer Notice.

            	 	
              Three
                (3) Business Days (day Offer Notice is given is not counted) after
                being
                served with the Offer.

            	 	
              Within
                five (5) Business Days after expiry the Offer Notice
                Period.

            	 	
              Yes.

            


    

    


    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    SECTION
      8.  “TAG
      ALONG” RIGHTS 

    


    Each
      Party, and with respect to SFKT only so long as SFKT’s shareholding in the
      Company is twenty percent (20%) or more of SFKT's Original Holdings, is entitled
      to “tag along” with any sale by the other Party on a pro rata basis as follows:


    


    8.1 The
      "tag along" right
      - If a
      third party (a "Buyer")
      agrees
      to purchase any or all of the Ordinary Shares owned by either Party
      (“Selling
      Party”),
      except where the sale is to a Permitted Transferee, and if the other Party
      has
      not exercised its Right of First Offer pursuant to Section 7 above with respect
      to such sale, the Selling Party shall not consummate that sale unless it first
      offers to the other Party hereto, by a written notice as provided herein, the
      right to participate in such sale to the Buyer, upon the same terms and
      conditions as contained in the Buyer's offer, on a pro-rata
      basis
      based upon each Party’s respective ownership of shares in the Company and the
      total amount of Ordinary Shares offered for sale, all calculated in accordance
      with the following. The number of shares that the Selling Party may sell
      pursuant to such offer shall be reduced, so as to allow the other Party to
      sell
      its pro-rata
      portion,
      which pro-rata
      portion
      in such sale shall be the result of the multiplication of the offered shares
      by
      a fraction: (a) the numerator of which is the number of shares of the Company
      held by such Party; and (b) the denominator of which is the total number of
      shares held by both parties (Selling Party and the other Party) to this
      Shareholders Agreement. 

    


    8.2 Tag
      Along Notice
      - The
      Selling Party shall give the other Party hereto a written tag-along notice,
      of
      his intention to offer Ordinary Shares of the Company, stating (i) the total
      proposed number of Ordinary Shares to be sold, (ii) the number of Ordinary
      Shares to which this participation right applies, (iii) the identity of the
      third party, if known, and (iv) all other proposed terms and conditions of
      the
      sale. 

    


    8.3 Response
      and Acceptance
      - The
      other Party hereto shall have three (3) Business Days after actual receipt
      of
      the tag along notice to accept the offer to participate in the sale of Ordinary
      Shares in accordance with the terms set forth in the Selling Party’s notice.


    


    8.4 Rejection
      -
      Failure by the other Party to deliver notice of reply as aforesaid, or to
      complete the sale within the time period specified in the terms of sale, shall
      be deemed to be a refusal by such Party to exercise its right hereunder in
      the
      particular instance. In such event The Selling Party may transfer the Ordinary
      Shares covered by the offer on terms and conditions not more favorable to the
      transferor than those described in the offer.

    


    8.5 Notwithstanding
      the aforesaid, any uncoordinated sale of Ordinary Shares by either Party hereto
      on the TASE will not be subject to the tag along provisions.

    


    SECTION
      9. PURCHASE
      OF CERTAIN BANK'S RIGHTS

    


    In
      the
      event that the Bank will offer any of the Parties, to purchase the Bank's Option
      or the Ordinary Shares that will derive to the Bank upon the exercise of the
      Bank's Option (collectively, the "Bank's
      Rights")
      at the
      price specified by the Bank in the Bank's offer, then the Parties agree that:
      

    


    9.1 If
      each
      of the Parties agrees to purchase the Bank's Rights on the terms and conditions
      set forth in the Bank's offer, then each Party shall purchase its pro rata
      share
      of the Bank’s Rights, based on each Party’s pro-rata share in the outstanding
      share capital of the Company at that time, and pay the Bank the full price
      for
      such pro rata share of the Bank’s Rights set forth in the Bank's offer, and
      accept the Bank's Rights transferred to it. For purposes of this Section 9,
      the
      term “pro-rata share” shall mean the ratio between the number of Ordinary Shares
      held by a Party and the aggregate number of Ordinary Shares held by both Parties
      collectively.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    


    9.2 If
      either
      Party rejects the Bank's offer, then such Party (the "Rejecting
      Party")
      will
      so notify the other Party within One (1) Business Day from receiving the Bank's
      offer and the other Party shall have the right to purchase all of the Bank's
      Rights.

    


    SECTION
      10. MANAGEMENT
      FEES 

    


    10.1 Alpine
      and SFKT will use their voting power in the Company to support the payment
      of
      management fees to Alpine and SFKT in an annual aggregate amount of not less
      than US$ 150,000 (or such other amount agreed to from time to time by the Bank)
      which, so long as SFKT owns not less than 50% of SFKT's Original Holdings,
      and
      only for so long, will be split between the Parties, so that half of such
      management fees paid by the Company as provided for in the First Amendment
      to
      the Deed of Amendment will be payable by the Company directly to Alpine, and
      half of such management fees paid by the Company will be payable (plus VAT)
      by
      the Company directly to SFKT. Alpine agrees to cause The Alpine Group Inc.
      to amend the Deed of Amendment between the Company and The Alpine
      Group Inc., so that SFKT will be able to provide
      management services to the Company and be paid as provided in this Sub-Section
      10.1. 

    


    10.2 The
      rights and obligations of the Parties under this Section 10 are subject to
      any
      overriding requirements and all other restrictions, agreements or arrangements
      affecting the Company under any applicable law or otherwise.

    


    SECTION
      11. BINDING
      EFFECT AND SUCCESSORS

    


    This
      Shareholders Agreement shall be binding on, and enforceable against, and shall
      inure to the benefit of, the Parties hereto and their Permitted Transferees.
      No
      party may assign either this Shareholders Agreement or any of its rights,
      interests, or obligations hereunder to an assignee that is not a Permitted
      Transferee without the prior written approval of the other Party.

    


    SECTION
      12. REVERSAL
      OF RIGHTS AND OBLIGATIONS 

    


    12.1 The
      respective rights and obligations of Alpine and SFKT or ART P.E. pursuant to
      this Shareholders Agreement shall apply with respect thereto and with respect
      to
      their Permitted Transferee/s as long as Alpine or its Permitted Transferee/s
      holdings in the Company exceeds SFKT or its Permitted Transferee/s holdings
      in
      the Company, and so long as the Parties in the aggregate own more than 15%
      of
      the Company's outstanding share capital.

    


    12.2 In
      the
      event that (i) the Parties in the aggregate own more than 15% of the Company's
      outstanding share capital and (ii) SFKT or its Permitted Transferee/s holdings
      in the Company exceed the holdings of Alpine or its Permitted Transferee/s
      holdings in the Company then Alpine will support SFKT's nominees for a majority
      of the Company's Board of Directors, ("SFKT's
      Rights To Majority Board Control")
      and
      Alpine will have the right to elect, appoint, dismiss and replace one of the
      directors to the Company's Board of Directors.  However, SFKT's Rights to
      appoint the majority of the directors in such instance are separately subject
      to
      the requirements of Section 5.2 (i.e. that SFKT not hold less than 50% of SFKT's
      Original Holdings).

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    


    SECTION
      13.
      TERMINATION

    


    This
      Shareholders Agreement shall terminate and will not bind the Parties in any
      respect upon the occurrence of any of the following events:

    


    13.1
      The
      shareholding of either of the Parties and their Permitted Transferees falls
      below 2% of the issued and paid up share capital;

    


    13.2
       The
      aggregate Ordinary Shares owned by the Parties and their Permitted Transferees
      falls below 15% of the Company’s issued and paid up share capital;

    


    13.3 Technologies
      resolves to distribute the Company’s shares held thereby to its shareholders (or
      if SFKT’s Original Holdings will be issued to Art P.E. - ART P.E. resolves to
      distribute the Company’s shares held thereby to its partners), provided that at
      least 7 years elapsed from the date of execution of this Shareholders Agreement.
      

    


    SECTION
      14. WAIVER
      AND FORBEARANCE

    


    No
      waiver
      of any term or provision of this Shareholders Agreement shall be effective
      unless made 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 Shareholders Agreement shall operate or construed as a
      waiver in respect of any subsequent breach. 

    


    SECTION
      15. GOVERNING
      LAW AND COMPETENT COURTS

    


    The
      construction, validity, interpretation and performance of this Shareholders
      Agreement 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 Shareholders Agreement, to the exclusion of any other
      jurisdiction.

    


    SECTION
      16. CONFLICT
      OF TERMS

    


    In
      the
      event of any ambiguity or conflict arising between the terms of this
      Shareholders Agreement and those of the Company’s Memorandum or Articles of
      Association, the terms of this Shareholders Agreement shall prevail as between
      the parties hereto.

    


    SECTION
      17. PERIODS

    


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

    


    17.2
       All
      references in this Shareholders 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, and in the State of Israel are authorized or required to be
      closed.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    SECTION
      18. 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 email, or by fax, receipt confirmed,
      as
      follows:

    


    If
      to
      Alpine and/or to SCH, as follows:

    


    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.

    46
      Montefiore Street, Tel Aviv 65201

    Att.
      Richard M. Roberts, Esq.

    Fax:
      972-3-7103322

    Email:
      R.Roberts@shibolet.com

    


    If
      to
      SFKT, as follows:

     

    Shrem
      Fudim Kelner Technologies Ltd.

    Platinum
      Tower, fl. 18,

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

    Fax:
      972-3-6845554

    Email:shremi@sfk.co.il

     

    With
      a
      simultaneous copy to:

    


    Lahav,
      Litvak-Abadi & Co.

    52,
      Menachem Begin Street,

    Tel
      Aviv
      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.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    


    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.

    


    SECTION
      19. AMENDMENTS

    


    No
      modification or amendment of this Shareholders Agreement may be made except
      by
      an instrument in writing, signed by all the parties hereto.


     

    SECTION
      20. MISCELLANEOUS

    


    20.1 Press
      Releases and Public Announcements.
      Any and
      all press releases or public announcements that a Party is 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 Party.

    


    20.2 No
      Third-Party Beneficiaries.
      This
      Shareholders Agreement shall not confer any rights or remedies upon any Person
      other than the parties and their respective successors and Permitted
      Transferees.

    


    20.3 Entire
      Agreement.
      This
      Shareholders Agreement (including the documents referred to herein) constitutes
      the entire agreement among the parties with respect to the subject matter hereof
      and supersedes any prior understandings, agreements, or representations by
      or
      among the parties, written or oral, to the extent they have related in any
      way
      to the subject matter hereof.

    


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

    


    20.5 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
      Shareholders Agreement.

    


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

    


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

    


    
      	
              Alpine
                Holdco Inc.

            	
              Shrem
                Fudim Kelner Technologies Ltd.

            	
              Superior
                Cables Holding (1997) Ltd.

            
	
              By:
                /s/
                K. Mitchell Posner

            	
              By:
                /s/ Itschak Shrem

            	
              By:
                /s/
                Stewart H. Wahrsager

            
	
              K.
                Mitchell Posner

            	
              Itschak
                Shrem

            	
              Stewart
                H. Wahrsager

            


    

    


    


    
      
         

      

      
        15