CUSTOMER'S NAME     PEC Israel Finance Corporation Ltd.
IDENTITY CARD No.   Company No. 51-025204-2      
ACCOUNT No.
ADDRESS    3 Daniel Frisch St., (Fl. 23) Tel-Aviv

                            GENERAL DEBIT AGREEMENT

Made and signed at Tel-Aviv on the 11 day of the month of February in the year
1999.

                                    BETWEEN

The First International Bank of Israel Ltd. (hereinafter referred to as "the
Bank") of the first part

9 Ahad Ha'am St., Tel-Aviv          AND

PEC Israel Finance Corporation Ltd.

of 3 Daniel Frisch St., Tel-Aviv, Company No. 51-025204-2 (hereinafter referred
to as "the Customer") of the second part

WHEREAS the Customer has applied and/or may apply to the Bank from time to time
to give and/or to continue giving credit to the customer in accordance with the
terms hereof,

And WHEREAS the Bank has agreed to consider from time to time the customer's
application to give and/or to continue giving credit to the customer from time
to time in accordance with the terms hereof.

                NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:

1.    The terms hereof shall be the terms governing all credit (whether extended
      prior to the signing of the agreement or which may be extended in the
      future from time to time) unless otherwise explicitly agreed upon in
      writing between the Bank and the Customer, as the case may be.

2.    In this agreement -

      (a)   "Credit" - includes all revolving credits, fixed credits, loans,
            discounting of bills, purchasing of bills, selling of bills with the
            Bank's mediation, overdrafts, guarantees, documentary credits,
            granting of time, banking facilities, handling of bills of lading or
            securities, services or other payments, given or which may be given
            by the Bank to the Customer or to his order and all transactions or
            other procedures according to which or whereupon duties or
            obligations on behalf of the Customer towards the Bank are created
            or likely to be created, whether as debtor or guarantor, alone or in
            conjunction with others, whether due at present or in the future,
            whether payable prior to the signing of this agreement or subsequent
            thereto, whether due conditionally or unconditionally, directly or
            indirectly, explicitly or implicitly.

            "Security" - includes shares, stock, financial obligations, bonds,
            notes, bills, debentures, debenture stock, Treasury bills, loan
            certificates, loan debentures, a deposit receipt in respect of the
            deposit of securities, units or sub-units in unit-trusts of
            participation in investments, warrants conferring an option to
            acquire securities, lottery bonds, coupons representing interest and
            dividends, and negotiable instruments.

            "Bill" - includes all bills of exchange, promissory notes, drafts,
            cheques and other negotiable instruments unless the context
            otherwise requires.

            "Bank" - includes each and every one of the Bank's branches existing
            at the date hereof and/or which may be opened henceforth at any
            place, the attorneys and representatives of the Bank and its
            substitutes and any company or body with which the Bank may merge in
            any form whatsoever.

            "The Customer" and all references to him shall be interpreted as
            including and referring to all
<PAGE>

            units comprising the Customer or whosoever of them, including their
            successors, the executors and their administrators and all the
            attorneys and substitutes of whosoever of them.

            The obligations of all of the persons comprising the Customer shall
            bind them jointly and severally.

            In this agreement, unless the context otherwise requires, the
            singular shall include the plural and vice-versa, and the masculine
            shall include the feminine and vice-versa.

      (b)   Any right vesting in the Bank in accordance with this agreement
            shall not be denied for any reason or by virtue of any claim unless
            such right has been expressly denied in some other deed or document.

      (c)   Nothing herein contained shall be construed as to require the Bank
            to extend to the Customer or to continue extending to him, any
            credit whatsoever, other than insofar as the Bank may expressly
            agree in writing to extend any particular credit, and the Customer
            may receive or continue receiving credit only insofar as the Bank
            shall expressly agree thereto in writing, subject however to the
            right of the Bank as set out in Clause 3 below.

      (d)   Nothing herein contained shall be used in the interpretation of
            other debitory agreements or documents or forms of the Bank, whether
            signed by the Customer prior to the signing of this agreement or
            thereafter, or whether they were or are at present or may be in the
            future in use in the Bank, and such agreements, documents or forms
            and all they may contain shall not influence the interpretation of
            this agreement.

3.    The Bank at any time, and from time to time, without giving the Customer
      any notice or reason therefor, withhold in whole or in part, reduce or
      discontinue any credit, at the absolute discretion of the Bank and as it
      may deem fit. 

4.    (a)   All the amounts due or which may become due from the Customer to the
            Bank shall bear interest at the rate of ____% as shall be determined
            from time to time per annum such interest to be calculated by the
            Bank on the basis of the daily balances, and paid by the Customer or
            added to the principal by the Bank at the end of the following
            months - March, June, September and December of each year; or at the
            end of any other period, at the absolute discretion of the Bank,
            unless a different rate of interest for any transaction has been
            agreed upon between the Bank and the Customer.

      (b)   The Bank may at any time increase the rate of interest provided that
            it gives the Customer written prior notice of 15 days and after the
            expiration of 15 days from the day upon which such notice was given
            the Customer shall pay the Bank interest at the higher rate in the
            manner and on the dates fixed in sub-clause (a) above.

5.    Bank charges for handling the above account and for the other services
      connected with the extension of credit shall be debited by the Bank to the
      Customer's account at such times and rates prevailing and which may
      prevail at the Bank from time to time; moreover, charges for the
      collection of bills and other negotiable instruments and for any other
      service whatever shall be debited by the Bank to the Customer's account at
      such times and rate prevailing and which may prevail at the Bank from time
      to time.

6.    The Bank may, as it deems fit and at its absolute discretion, at any time
      from time to time, debit any account of the Customer with any amount due
      or which may become due to the Bank from the Customer, in any manner
      whatsoever; furthermore the Bank may at any time and from time to time, as
      it deems fit and at its absolute discretion, credit any amount it has
      received or may receive whether before, at the time or after the date of
      payment of all or any of the amounts due or which may become due to the
      Bank
<PAGE>

      from the Customer, in any manner or way from and/or on behalf of and/or on
      account of the Customer and/or by the realisation and/or collection of any
      rights and/or of any security in the possession or which may come into
      possession of the Bank, in favour of any account as the Bank may decide,
      and/or on account of any amount due or which may become due from the
      Customer to the Bank, including on account of any principal and/or
      interest, and/or charges, and/or costs and/or damages and/or an increment
      owing to linkage of principal and/or interest, or partly on account of any
      one or the other of the above. Furthermore the Bank may at any time as it
      deems fit and at its absolute discretion transfer any amount credited to
      the Customer in whichever account to any other account as chosen by the
      Bank. The Customer may not rely on Section 1775 of the Mejelle or upon any
      legal provision which may come in its stead or amend it or which shall
      enact any similar provision.

7.    (a)   The Customer hereby undertakes to pay from time to time to the Bank
            or to its order all the amounts due or becoming due from the
            Customer to the Bank, and all the amounts given or which may be
            given, paid or which may be paid to the Customer or in his favour or
            at his request and on his responsibility, so that they may be paid
            or repaid to the Bank, and all the amounts that the Customer has
            undertaken or will undertake to pay or repay to the Bank, in any
            manner, and all the amounts due or which may become due to the Bank
            from the Customer by virtue of bills signed by the Customer,
            endorsed by him or guaranteed by him which have been delivered or
            which may be delivered to the Bank by the Customer or by any third
            party, and similarly any monies which the Bank is or may become
            entitled to claim and/or to receive from the Customer for any cause
            whatsoever irrespective of whether such cause is attributable to the
            relationship of banker and customer or not, within seven days of the
            date of the Bank's first demand, notice of which has been given in
            an ordinary letter, however nothing set out herein shall affect the
            right of the Bank to demand payment without any prior notice in case
            of the non-fulfilment by the Customer of his obligation to pay or
            under any under any other circumstances entitling the Bank to
            payment on demand on the strength of this deed or of any other deed
            or by law.

      (b)   Where any credit is or may be given to the Customer in any foreign
            currency (hereinafter referred to as "a foreign currency
            transaction") the Customer is liable to pay the Bank or to its order
            in the same foreign currency, all the amounts due and becoming due
            from him with reference to that same foreign currency transaction
            including principal, interest, linkage increments, commissions and
            expenses. (The amounts due and becoming due from the Customer as set
            out hereinafter referred to as "amounts due in respect of the
            foreign currency transaction".) Without affecting the Customer's
            specific obligation to repay in foreign currency all amounts due in
            respect of the foreign currency transactions as set out above,
            whenever, and for any cause whatsoever the Bank may be forced to
            recover the amounts due in respect of any foreign currency
            transactions in Israel Pounds or the equivalent of Israel Pounds,
            and the Customer shall be bound by a Court of Law and/or Execution
            Office to pay amounts due in respect of the foreign currency
            transaction in Israel Pounds or the equivalent of Israel Pounds, the
            Customer hereby agrees that such an obligation shall be binding upon
            the Customer to pay the Bank such an amount in Israel Pounds as will
            suffice for its conversion into the foreign currency due or becoming
            due from him to the Bank as may be required for the recovery of the
            amounts due in respect of the foreign currency transaction on the
            actual date upon which any such sum is paid to the Bank whether
            through the Execution Office or in any other way.

            In order to remove any doubts, the Customer hereby agrees that he
            will be released from his obligation in this sub-clause only after
            he has paid to the Bank in the specific foreign currency as set out
            above all the amounts due in respect of the foreign currency
            transaction, or - in the case mentioned in the previous paragraph of
            this sub-clause - after he has paid to the Bank such a sum in Israel
            Pounds as will on the date of payment suffice for the purchase of
            the required sum in foreign currency for the recovery of the amounts
            due in respect of the foreign currency transaction from the Customer
            to the Bank at such time, as set out above.

            The Bank may but shall not be bound, at the absolute discretion of
            the Bank, at any time after
<PAGE>

            the date set out for payment of any amounts due in respect of the
            foreign currency transaction, from time to time, to credit the
            Customer's account with foreign currency in payment of the amounts
            due in respect of the foreign currency transaction or any part
            thereof as against the debiting of the Customer's account in Israel
            Pounds, and in such a case the Customer shall be bound to pay the
            Bank all the amounts in Israel Pounds which may be debited against
            his account as stated above, and such a debit in Israel Pounds shall
            be deemed to be credit in Israel Pounds extended to the Customer
            under the provisions of this agreement as of the date his account
            was debited as aforesaid with Israel Pounds and henceforward.

8.   The Bank may at any time require the Customer to secure the amounts, in
     whole or in part - principal, interest, commissions, linkage increments
     and expenses - due or which may become due from the Customer by way of
     bills, guarantees, assignments of debt, securities, bills of lading,
     contracts, approvals, ready cash, debentures, mortgages, pledges,
     pay-orders or any other securities (hereinafter referred to as "the
     required securities") which the Bank may agree to accept, and in such a
     case the Customer shall deliver the required securities to the Bank upon
     the Bank's first demand, notice of which has been given in an ordinary
     letter, and shall carry out all the procedures and shall sign all the
     documents required or which may be required by the Bank for such a
     purpose. This clause is not to be construed so as to limit the Bank to a
     particular class of securities it may require by analogy or comparison
     with any other terms whatsoever.

 9.   (a)   The required securities given or which may be given to the Bank by
            the Customer or on his behalf (hereinafter referred to as "the
            securities") shall serve as security for the payment of all the
            amounts due and which may become due to the Bank from the Customer,
            irrespective of whether the amounts due from the Customer alone or
            from the Customer together with others, or whether such amounts have
            been given or may be given, have been paid or may be paid to the
            Customer or for his behalf or at his request or at his
            responsibility, or whether the Customer has undertaken or may
            undertake alone or together with others to pay or to repay such
            amounts to the Bank, whether as principal debtor, as surety or as
            endorser.

            Furthermore the securities secure and shall secure the payment of
            all the amounts for which the Customer is responsible hereunder
            and/or under any other instrument signed by the Customer in favour
            of the Bank, irrespective of whether such amounts were, are or will
            become due, have been given or will be given, have been paid or will
            be paid, in the past, present or future, whether they are payable
            prior to the collection and/or the realization of the securities or
            thereafter, whether the foregoing amounts were, are or will become
            due, have been paid or will be paid, were given or will be given in
            any particular manner, conditionally or in any other manner, whether
            the Customer has undertaken or may undertake to pay or repay such
            amounts in any particular manner, conditionally or in any other
            manner, whether they are due directly or indirectly, under the
            Customer's name as a private individual or under the name of the
            Customer's business or under any other name, whether they are due
            from the Customer as he is presently comprised or otherwise
            comprised, and in addition thereto all the payments and the expenses
            which the Customer is obliged to pay under the provisions hereof.
            All the amounts secured and which will become secured by the
            securities shall be referred to hereinafter as "the secured 
            amounts".

      (b)   Where the Customer is a legal body of whatever type or description,
            whether incorporated or unincorporated, or a committee, or a firm,
            or a partnership, or a trustee, or a board of trustees, or an
            executor of a will, or an administrator of an estate, or the holder
            of a joint account with the Bank, or an organization or body
            whatsoever being any combination of one or more of the foregoing
            bodies, the Customer's obligations shall not be affected by any
            alteration of name, structure or composition of the Customer, and
            without derogating from the generality of the aforesaid, the
            Customer's obligations shall continue to be in full effect as if the
            Customer with the altered and/or new name, structure or composition
            had existed under the same name, structure or composition on the day
            this instrument was signed. 

      (c)   The very fact that the securities are in the possession of the Bank
            shall be taken as conclusive proof of their having been delivered to
            the Bank as security for the payment of the secured amounts, and
            there shall be no need for any deed of charge or for any other
            specific instrument for the purpose of creating a legal charge upon
            the securities.

10.   (a)   In every case where the Bank holds or may hold bills signed by the
            Customer, endorsed to him or guaranteed by him, the following
            provisions shall apply:

            (i)   The Bank shall be exempted from all the duties of the holder
                  of the bill such as presentment for acceptance or for payment,
                  protest, notice of dishonour, and any such legal formalities,
                  and all the obligations of the Customer deriving from his
                  signature, endorsement or guarantee shall remain in full force
                  even if the said formalities were not observed by the Bank at
                  all or where not observed in the correct manner, at the
                  correct time or place.

            (ii)  The Customer waives all rights pertaining to prescription
                  which he may have or acquire under the Bills of Exchange
                  Ordinance and/or any other law which may be in force at such
                  time.

            (iii) The counter-value of the bills shall be credited to the
                  Customer's account only after collection, and even if the
                  counter-value should be credited to the Customer's account
                  prior to collection, the Customer shall not be entitled to the
                  amount thereof or the right thereto until after effective
                  collection, and the Bank may again debit the Customer's
                  account in case of non-collection of the bill.

                  This sub-clause shall apply only in those cases where the Bank
                  has received or may receive the bills in order that their
                  counter-value shall be credited to the Customer's account.

      (b)   In every case where the Bank has received or may receive bills from
            the Customer or to his account or on his behalf, the following
            provisions shall apply, in addition to the provisions contained in
            clause (a) hereof.

            (i)   The Bank shall be exempted from any responsibility in the
                  event of such bills being lost in transit, not arriving at
                  their destination or being lost at the Bank or under any other
                  circumstances.

            (ii)  The Customer assumes full responsibility for the authenticity
                  and correctness of the signatures, endorsements, guarantees,
                  dates and all the other details pertaining to the bills, and
                  for authenticity and correctness of the said bills generally
                  and for their stamping in accordance with law.

            (iii) The Bank may - but is not obliged to - protest the bills and 
                  to debit the Customer's account with the costs of protest.

            (iv)  The Bank may transfer and discount the bills with others at
                  its discretion.

            (v)   The Bank may - but is not obliged to - take all legal and
                  other steps in order to collect the bills, to debit the
                  Customer's account with the cost of collection, to settle with
                  the signatories, the endorsers or the guarantors, or to make
                  allowances in their favour, to receive partial consideration
                  from them, and to use the counter-value of the bills for the
                  full or partial payment of the amounts due or which may become
                  due to the Bank from the Customer.
<PAGE>

      (c)   In every case where the Bank has received or may receive bills for
            security from the Customer or to his account or on his behalf, the
            following provisions shall apply, in addition to the provisions
            contained in clauses (a) and (b) hereof:

            (i)   In this Clause "bills" means "bills for security".

            (ii)  All the bills shall be deemed to be pledged and charged to the
                  Bank and to its order by way of a first degree pledge as
                  security for the payment of the amounts due and which may
                  become due to the Bank from the Customer in accordance with
                  the conditions hereof. The very fact that the bills are in the
                  possession of the Bank shall be taken as conclusive proof of
                  their having been delivered to the Bank as security under the
                  conditions hereof and there shall be no need for any deed of
                  charge or for any other special instrument for the purpose of
                  creating a legal charge upon such bills.

            (iii) The bills include the bills themselves and their counter-value
                  and all the revenue, the income, the rights and the
                  concessions resulting from the bills or connected thereto and
                  their counter-value for as long as the pledge shall continue
                  to exist. If and inasmuch as the Bank has guaranteed the
                  payment of the bills or of any of them by any person or body,
                  the bills shall contain the aforesaid guarantee and all the
                  rights and the monies due and which may become due with
                  respect to the aforesaid guarantee.

                  Where all or any of the bills have been lost, damaged or
                  discharged and the Customer is entitled to compensation or
                  indemnity or to any other right by virtue thereof, the pledge
                  and the charge shall apply to any such right to compensation
                  or indemnity and to any other such right.

            (iv)  The Customer hereby declares and undertakes that all the bills
                  delivered and which may be delivered to the Bank are and will
                  be at the time of their delivery in the complete possession
                  and ownership of the Customer, free from any pledge, charge,
                  attachment or any other third party rights, and that the
                  Customer is entitled and will be entitled to pledge them and
                  charge them in favour of the Bank.

                  The Customer undertakes to repay to the Bank upon its first
                  demand all the amounts expended by the Bank in connection with
                  an action in which allegations may be made against the
                  validity of the charge upon the bills, whether the Bank is a
                  party to the action or not.

            (v)   The Customer hereby undertakes not to sell, not to pledge to
                  whatever degree, not to charge to whatever degree, not to
                  assign, deliver and not to otherwise dispose of the bills or
                  any part thereof, either directly or indirectly either for
                  consideration or without consideration without the prior
                  written approval of the Bank therefor.

                  The Customer hereby undertakes to immediately notify the Bank
                  of any instance of an attachment being imposed on the bills or
                  on any part thereof, and to immediately inform the party
                  effecting the attachment of the charge in favour of the Bank
                  and at the expense of the Customer to immediately and without
                  delay take all steps for having the attachment removed.

            (vi)  The Customer hereby gives his irrevocable consent to the
                  effect that the Bank may from time to time assign the bills
                  and the pledge and the charge on the bills in whole or in part
                  to whosoever it chooses whether before payment is due thereon
                  or subsequently, at varying degrees of priority as the Bank
                  may deem fit.

            (vii) In the event that at the time of collecting the bills, the
                  date of payment of the secured amounts (in whole or in part)
                  is not yet due, or that they (in whole or in part) only become
                  contingently due to the Bank, then the Bank may collect from
                  the amount collected (after deducting all the expenses and
                  Advocates' fees of the Bank) an amount as shall be sufficient
                  to cover the foregoing amounts, and the amount so collected
                  shall be charged as security therefore in favour of the Bank
                  and shall remain in the Bank's possession until the settlement
                  thereof.

      (d)   In the event that the Customer gives the Bank promissory notes
            signed by him for facilitating the payment or collection of the
            amounts due and which may become due from the Customer to the Bank
            or for any other purpose, the following provisions shall apply, in
            addition to the provisions contained in clauses (a) and (b) hereof:

            (i)   Delivery of such promissory notes or the dates for their
                  payment shall in no wise be deemed to fix the dates for the
                  payment of the amounts due or which may become due from the
                  Customer to the Bank, and therefore the right of the Bank at
                  all times to demand payment of all such amounts shall not be
                  affected and shall remain in force as if no such promissory
                  notes had been given.

            (ii)  Should any such note lack any material particular, the Bank
                  shall be fully authorized to complete the missing
                  particular(s) in any such manner and at any time as the Bank
                  in its absolute discretion may deem fit.

11.   In every case where the Customer may assign to the Bank rights to sums of
      money or may secure the payment of the amounts due or which may become due
      from him to the Bank by way of charges or assignments of rights to sums of
      money, the following provisions shall apply:

      (a)   in this clause the term "rights to sums of money" shall mean rights
            of the Customer to receive sums of money from different persons
            and/or bodies (hereinafter referred to as "the Debtors") which are
            due or which may become due to the Customer by virtue of any
            contract and/or undertaking and/or order and/or in any other way
            which have been assigned and or which may be assigned by the
            Customer to the Bank by way of assignment of debt and/or by way of
            irrevocable instructions and/or by any other means (other than
            bills).

      (b)   The Customer shall charge and/or assign to the Bank nothing but
            rights to sums of money due or which shall become due in
            consideration of work done and/or services rendered and/or
            merchandise and/or material is supplied under valid and legitimate
            contracts or undertakings. Nothing contained in this sub-clause
            shall affect or detract from the rights of the Bank in the event of
            rights to sums of money being assigned to it which do not conform
            with the provisions hereof.
<PAGE>

      (c)   Upon the Bank's first demand the Customer shall sign and/or cause
            the Debtor or any other person to sign the deeds of charge, the
            instruments and confirmations of the assignment of debt, other
            notices and documents required or expedient at the discretion of the
            Bank for making the said charges and/or assignments effective.

      (d)   Upon the Bank's first demand the Customer shall present to the Bank
            written confirmations of the Debtors that they will pay directly to
            the Bank the debts so charged or assigned to the Bank.

      (e)   (i)   The rights to sums of money shall be deemed to be charged to
                  the Bank and to its order by way of pledge and/or charge of
                  the first degree under the Pledges Law 5727-1967 or otherwise
                  as security for the payment of the amounts due or which may
                  become due from the Customer to the Bank and the very
                  assignment shall be taken as conclusive proof that the
                  assignment has been effected for the purpose of conferring a
                  security and a charge upon the Bank according to the
                  provisions hereof unless the Bank shall otherwise expressly
                  approve in writing, and there shall be no need for any deed of
                  charge or for any other specific instrument for the purpose of
                  creating a legal charge upon such rights to sums of money.

            (ii)  The Customer assumes full responsibility for the authenticity
                  and correctness of the signatures, the guarantees, the dates
                  and the other particulars connected with the rights to sums of
                  money and for the stamping of all the documents connected with
                  the rights to sums of money and the assignment thereof.

            (iii) The Bank may but is not obliged to take all legal and other
                  steps in order to collect the rights to sums of money, to
                  debit the Customer's account with the costs of collection, to
                  settle with the Debtors or with any of their guarantors, or to
                  make allowances in their favour, to receive partial
                  consideration from any of them, and to use from time to time
                  the countervalue thereof for the full or partial payment of
                  the secured amounts.

      (f)   (i)   The rights to sums of money include the rights themselves and
                  their counter-value and all the revenue, the income, and all
                  things resulting from the rights to sums of money or connected
                  thereto and their counter-value for so long as as the charge
                  and/or the pledge shall continue to exist.

            (ii)  Should all or part of the rights to sums of money be damaged
                  or discharged or should any other occurrence affecting the
                  rights to sums of money take place, and the Customer is
                  entitled to compensation or indemnity or to any other rights
                  as a result thereof, the pledge and/or the charge shall apply
                  to any such right to compensation or indemnity and to any
                  other such right.

      (g)   The Customer hereby declares and undertakes that the rights to sums
            of money which have been assigned to the Bank and all the rights to
            sums of money which may be assigned to the Bank, are and will be at
            the time of their assignment, free from any pledge, charge,
            attachment or any other third party rights, and that the Customer is
            entitled, and will be entitled to pledge them and/or charge them in
            favour of the Bank. The Customer undertakes to repay the Bank upon
            its first demand all the amounts expended by the Bank in connection
            with an action in which allegations may be made against the validity
            of the charge of the rights to sums of money, whether the Bank is a
            party to the action or not.

      (h)   (i)   The Customer hereby undertakes to punctually perform all of
                  his undertakings under the agreement and/or the undertaking
                  and/or the order and/or anything else whatsoever in
                  accordance with which the rights are due.

            (ii)  The Customer hereby undertakes not to sell, not to pledge to
                  whatever degree, not to charge to whatever degree, not to
                  assign, deliver and not to otherwise dispose of the rights to
                  sums of money or any part thereof, either directly or
                  indirectly, either for consideration or without consideration,
                  not to collect the rights to sums of money, not to compromise
                  with the Debtors and not to relinquish any part of the rights
                  to sums of money without the prior written approval of the
                  Bank therefor.

            (iii) The Customer hereby undertakes to immediately notify the Bank
                  of any instance of an attachment being imposed upon the rights
                  to sums of money or on any part thereof, and to immediately
                  inform the party effecting the attachment of the charge in
                  favour of the Bank and at the expense of the Customer to
                  immediately and without delay take all steps for having the
                  attachment removed.

      (i)   The Customer hereby gives his irrevocable consent to the effect that
            the Bank may from time to time assign the rights to sums of money
            and the pledge and/or the charge on the rights to sums of money in
            whole or portions thereof to whosoever it chooses, before payment is
            due thereon or subsequently, at varying degrees of priority to the
            rights as the Bank may deem fit.

      (j)   In the event that at the time of collecting the rights to sums of
            money, the date of payment of the secured amounts (in whole or in
            part) is not yet due or that they (in whole or in part) become
            contingently due to the Bank, then the Bank may collect from the
            amount collected (after deducting all the expenses and Advocates'
            fees of the Bank) an amount as shall be sufficient to cover the
            foregoing amounts, and the amount so collected shall be charged as
            security therefor in favour of the Bank and shall remain in the
            Bank's possession until the payment thereof.

      In every case where the Bank has received or may receive bills of lading
      from the Customer or to his account the following provisions shall apply:

      (a)   In this clause the term "bills of lading" includes bills of lading,
            documents of title to goods, warehousekeepers' certificates,
            warrants for the delivery of goods, postal receipts, or any other
            documents attesting to the despatch of merchandise abroad or to the
            title to goods awaiting despatch or which have been despatched
            abroad.

      (b)   The Customer shall deliver to the Bank only bills of lading
            pertaining to goods ordered from the Customer in accordance with
            valid and legitimate orders and/or contracts of sale, and referring
            only to goods belonging entirely to the Customer free from any
            charge, attachment or any other third-party right.
<PAGE>

      (c)   The charge vesting in the Bank by the delivery of the bills of
            lading shall apply to the documents, the goods to which they refer,
            the price obtained from all sales thereof, the insurances upon them,
            and the rights of the Customer as vendors who have not yet received
            their price, and any other rights of the Customer touching upon the
            said goods and their price.

      (d)   The Customer shall insure the goods and shall continue to insure the
            same for their full value against loss or damage in transit (by
            land, sea and air), war risks, fire, civil commotion, theft and
            other damage specified by the Bank, and with such insurers and on
            such conditions as the Bank may require. The Customer shall endorse
            the certificates of insurance in favour of the Bank or shall cause
            the incorporation in the certificate of insurance of a clause
            creating a charge in favour of the Bank, as the Bank shall choose,
            and shall produce to the Bank the certificates of insurance and the
            receipts received in payment of the insurance premiums at the first
            demand of the Bank. The Bank itself may - but not be bound to do so
            - insure the goods for a sum, against the risks, and on such
            conditions as it may deem fit, and at the Bank's first demand the
            Customer shall pay to the Bank the cost of insurance and all the
            other expenses incurred or which may be incurred by the Bank in
            connection therewith, in addition to interest at the rate specified
            in clause 4 above, from the date the expense was incurred until full
            payment has been made by the Customer. The Customer absolves the
            Bank in advance from any responsibility should the Bank fail to
            arrange such insurance or fail to arrange it in the correct manner
            or for the correct sum, or in the event of the Insurance Company
            failing to pay for the damage or loss as a result of a defect in
            the form of the insurance of failure to make demand or for any other
            reason whatsoever.

            Whether the insurance of the goods is executed by the Customer or by
            the Bank, or whether executed in accordance with the requirements of
            this clause or otherwise, or if the rights arising from any
            certificate of insurance have been assigned to the Bank or not, the
            Customer hereby irrevocably authorises the Bank to represent him in
            such a manner that the Bank alone (to the exclusion of the Customer)
            shall be entitled to negotiate with Insurance Companies and to
            settle with them all claims arising from the insurance, including
            compromise settlements or by waiver of the Customer's rights, and to
            collect the insurance payments, and to appropriate them to payment
            on account of amounts due and which may become due from the Customer
            to the Bank. This power of attorney is irrevocable since the rights
            of the Bank are dependent upon it. The Customer hereby waives in
            advance all and any assertions and/or claims whatsoever of any kind
            or class without exception towards the Bank in respect of any such
            arrangements made by the Bank. Should any Insurance Company transfer
            any amounts to the Customer in respect of the insured goods, such
            sums shall be kept in trust by the Customer on behalf of the Bank,
            and the Customer shall be bound to transfer them to the Bank
            immediately on their receipt.

      (e)   All the rights arising from the insurance of the goods, from
            insurance against foreign trade risks in respect of the goods as
            well as the rights under the Property Tax and Compensation Fund Law
            5721 - 1961 as it may be in force from time to time or any law
            replacing it - all these are hereby charged in favour of the Bank as
            security for the full and prompt discharge of all the amounts due or
            which may become due to the Bank from the Customer.

      (f)   The Customer takes full responsibility for the verity and
            correctness of the details contained in the bills of lading, the
            accounts and the other documents connected with the despatch of the
            goods and for the verity and correctness of the signatures and of
            the other details contained in the said documents.

      (g)   In case the purchaser does not redeem the goods or in any other
            eventuality of the goods remaining or being returned to the Bank or
            its agents - the Bank may sell them at home or abroad at such price
            and under such conditions and to any purchaser as it shall deem fit,
            and all the expenses involved in the sale or return of the goods or
            in connection with any other matter touching upon the goods or their
            counter-value shall be borne by the Customer in addition to interest
            charged at the rate mentioned in clause 4 hereinabove from the date
            the expense was incurred until full payment has been made by the
            Customer. The Bank shall be free from any responsibility whatsoever
            for losses, damages or expenses incurred by the Customer as a result
            of the loss of the bills of lading or the gods or as a result of the
            sale of the goods at reduced prices, or as a result of their return
            to Israel or non-receipt or non-transfer of the goods or their
            counter-value or the institution of legal proceedings or for any
            other reason whatsoever.

13.   In every case where the Bank has received or may receive securities from
      the Customer or to his account, the following provisions shall apply:

      (a)   The Bank may, but shall not be bound to, insure on behalf of the
            Customer or on its own behalf, all or part of the securities, liable
            to participation in a lottery or to be redeemed at an amount less
            than the market price and all the expenses involved therein shall be
            borne by the Customer and debited to his account. The Bank shall be
            free of any responsibility whatsoever in the case of the insurance
            not being executed at all or not being executed at the right time or
            in the correct manner or where the Insurance Company does not pay
            for the damage or loss as a result of a defect in the form of the
            insurance or as a result of failure to make demand or for any other
            reason whatsoever.

      (b)   The charge vesting in the Bank by the delivery of the securities
            shall also apply to the interest, the dividend and to all the
            benefits and rights accruing to the securities in any form or manner
            whatsoever and to the counter-value of the securities.

      (c)   The Bank may - but shall not be bound to - execute payments or
            expenses in accordance with demands for payment on account of
            securities or in connection with the collection of the counter-value
            of the securities, or the interest coupons or the dividend or in
            connection with any other matter affecting the securities and all
            the said payments and expenses shall be debited to the account of
            the Customer. The Bank shall be free of any responsibility
            whatsoever in the event of such payments not being made at all or
            not being made at the right time or in the correct manner.

      (d)   The Bank shall be free of any responsibility whatsoever for the
            losses, damages or expenses incurred to the Customer in case of a
            fall in the market price of the securities, their participation in a
            lottery or the redemption at less than the market price or for any
            other reason whatsoever.

      (e)   The Customer shall sign all deeds of transfer and other documents
            which are required or which may be required at the absolute
            discretion of the Bank in order to enable the Bank to sell the
            securities or to handle them in any other manner, and the Customer
            shall produce them to the Bank on first being demanded to do so by
            the Bank.
<PAGE>

      (f)   The customer takes full responsibility for the verity and
            correctness of all the details contained in the securities, the
            deeds of transfer and the said documents.

14.   In the event of death, legal disqualification bankruptcy, imprisonment or
      of the departure from the country of any party including the maker,
      drawer, drawee, endorser or guarantor - in respect of any of the
      securities held or which may be held by the Bank, or in the event of the
      issuance of a receiving-order or of a winding-up order or the adoption of
      a resolution calling for the winding-up of such a party, or where the
      security is a bill and the drawee will not accept such bill or in any
      other case which, in the opinion of the Bank, affects or is liable to
      affect the nature or validity of any of the said securities or affecting
      or liable to affect an undertaking of any party thereto - the Customer
      shall be bound to pay the Bank, on first being demanded to do so in an
      ordinary letter, the full sum due for payment in accordance or in
      connection with any security mentioned above whether its date of payment
      has fallen due or not.

15.   The Bank may, at any time, take all action whether legal or otherwise,
      which may be required or deemed desirable in the opinion of the Bank in
      order to collect any amount due for payment under any or all of the
      securities held or being held by it; however the Bank shall not be obliged
      to institute or continue such proceedings, and it shall not be held
      responsible for the efficacy of the proceedings so instituted. All the
      expenses involved in the above proceedings shall be debited to the
      Customer's account and bear interest at the rate specified in clause 4
      above as of the date such expenses were incurred by the Bank until their
      full settlement by the Customer.

16.   The Bank may, at any time and at its absolute discretion, settle with any
      party to any of the securities held or which may be held by the Bank, by
      accepting payments in instalments or by accepting an amount smaller than
      the specified amount of the security in full discharge thereof, or by
      release or waiver of all or any of the rights of the Bank or of the
      Customer under any security, or by granting an extension or reduction or
      by making any other arrangement whatsoever, as the Bank may deem fit, and
      it is hereby stipulated that the above actions shall not detract, revoke,
      influence, affect or diminish in any way whatsoever from the full force of
      the obligations of the Customer hereunder or in respect of any security.

17.   In each and every of the following cases, the Bank may demand the
      immediate repayment of all the amounts due and/or becoming due from the
      Customer to the Bank in any manner whatsoever, and these amounts shall
      bear interest at the maximum rate of interest prevailing at the Bank at
      such time or (whichever be the higher) interest at the maximum legal rate
      permissible at such time in Israel, from the date thereof until full
      payment has been made:

      (a)   Where the Customer does not punctually pay an amount of principal or
            interest or charge or linkage increments or expenses or any other
            amount.

      (b)   Where the Customer infringes and/or fails to observe any of the
            provisions herein contained or contained in any other document which
            has been signed or which may be signed by the Customer or where it
            becomes apparent that any of the declarations which have been made
            or which may be made herein by the Customer or in any other document
            are incorrect or imprecise.

      (c)   Where a receiving order is issued against the Customer or against
            any of the individual members constituting the Customer where a
            winding-up order is issued against the Customer or against any of
            the individual members, or where the Customer or one of the
            individual members adopts a resolution calling for voluntary
            winding-up.

      (d)   Where a receiver or receiver and manager are appointed over all or
            any part of the assets of the Customer or over the assets of any one
            of the individual members of the Customer.

      (e)   Where an attachment be placed upon or some similar procedure of
            execution be taken against any part of the assets of the Customer or
            of any one of the individual members of the Customer by a competent
            court in Israel or if an attachment be placed upon or some similar
            procedure of execution be taken against all or any of the securities
            which have been delivered or which may be delivered to the Bank or
            against goods in respect of which bills of lading have been
            delivered or may be delivered to the Bank or against sums standing
            to the Customer's credit in any account whatsoever, and have not
            been removed within 15 days of their implementation.

      (f)   Where the Bank considers, at its absolute discretion, that a change
            has been effected with regard to the control over the Customer as
            against the state of affairs existing when this agreement was
            signed, without having previously obtained the Bank's written
            approval. Without affecting the generality of the aforesaid, the
            following actions, among others, shall be deemed to be a change with
            regard to the control over the Customer:

            Transfer of shares voluntarily or otherwise (excluding the transfer
            of shares by way of succession). A resolution adopted by the members
            constituting the Customer influencing or liable to influence the
            control over the Customer.

            Any change in the composition of the members constituting the
            Customer, in their comparative strengths and/or in the composition
            of persons or institutions resolving or empowered to make
            resolutions on behalf of the Customer, or in the number required by
            law or empowered to act as required by law.

      (g)   Where the Customer or anyone of the individual members constituting
            the Customer stops paying his debts or carrying on his business or
            comes to a settlement or a compromise with his creditors.

      (h)   Where there is a stoppage of work or a considerable part thereof for
            two months or more in respect of the Customer's business or of any
            one of the members constituting the Customer.

      (i)   Where the Bank considers, at its absolute discretion, that an event
            has occurred which affects or is liable to affect the Customer's
            financial capacity.
<PAGE>

18.   In any of the cases specified in the previous clause the Bank may take
      action as it deems fit in order to collect any amounts due or which may
      become due from the Customer in any way whatsoever, and in particular,
      without affecting the generality of its rights, the Bank may sell or
      assign in any other manner whatsoever the securities held by the Bank at
      such time and/or the goods in respect of which the Bank at such time may
      hold bills of lading and/or to realize the said securities in any other
      way which the law will allow. All the expenses therein involved shall
      devolve upon one Customer and shall bear interest at the rate specified in
      clause 4 above from such expenses were incurred until their full
      repayment, and until such time the said expenses shall be secured by the
      said securities or by their counter-value. Nothing herein contained shall
      be deemed to prejudice the right of the Bank to claim from the Customer
      alone or from the Customer together with others, upon any bill, contract,
      undertaking, guarantee or security or any other document, and any such
      claim shall not prejudice the right of the Bank to claim whatever may be
      owed by the Customer to the Bank hereunder at such time as the Bank may
      determine.

19.   The Customer's obligations towards the Bank shall remain in full force and
      effect even where the Bank, with or without the Customer's consent, and
      without notifying the Customer at the Bank's sole discretion:

      (a)   Grants the Customer or any person responsible with or for him,
            either as a guarantor or otherwise, any extension or concession or
            causes the non-performance of any obligation for which the Customer
            is responsible or is a surety therefor.

      (b)   Terminates, increases, varies or renews any credit extended or which
            may be extended to the Customer, and terminates, varies or renews
            any condition of such credit.

      (c)   Accepts, alters, exchanges, releases, renews, amends or refrains
            from executing or realizing bills, negotiable instruments,
            guarantee, guarantees and/or other securities held or which may be
            held by the Bank, whether received or to be received from the
            Customer or otherwise, whether as a result thereof damage is
            incurred by the Customer or not.

      (d)   Compromises, makes any arrangement with the Customer or with others
            or with any of them separately or with anyone else responsible
            therefor together with the Customer or with any guarantor.

      (e)   Releases whosoever of the units comprising the Customer from all or
            any part of their obligations hereunder and/or receives any
            participation or makes any arrangement with the Customer or with any
            of the units comprising the Customer separately.

20.   Any amount and/or any payment in any form whatsoever, which the Bank may
      receive from the Customer or to his account or from any other person or
      assets or from the realization of any right and/or security in any way
      whatsoever with a view to reducing the secured amounts or any of them,
      irrespective of whether such amount and/or payment has been paid or made
      prior to, at the time of or after the date of payment of all or any part
      of the secured amounts, shall be deemed as general payment and the Bank
      may hold them pending without it being obliged to employ them for reducing
      secured amounts of any of them if the amount and/or the payment are
      designated for such purpose by the person at liberty to so designate them
      in his own accounts or at all.

21.   The Bank shall have the right to possession, set-off and to a banker's
      lien against all the amounts held or which may be held by it to the credit
      of the Customer at any time in a current account and in any other account
      and over any asset, (including, without derogating from the generality of
      the aforesaid term, gold, securities, coins, bank notes, documents in
      respect of goods, insurance policies, transfers of debt, deposits,
      charges, mortgages and other rights) held and/or which may be held
      standing at the disposal of and/or which may stand at the disposal of
      and/or on behalf of the Customer by the Bank in any way or manner,
      including such as have been delivered or which may be delivered to the
      Bank for collection and/or for security and/or for safekeeping and/or in
      any other way, and over their counter-value. The Bank may at any time make
      whatever use of any asset to which the aforesaid lien shall apply,
      including collection and sale, at any price and on any conditions as the
      Bank may deem fit, and to make use of the counter-value (in whole or in
      part) so obtained as a result of or in connection with such use and/or
      collection or sale for the part or full payment of the amounts due or
      which may become due from the Customer to the Bank. In the execution of
      the aforesaid the Bank may take all legal steps or otherwise as it may
      deem necessary. All the expenses involved in the said use and/or sale
      and/or legal steps shall be borne by the Customer and the Bank may debit
      them to the Customer's account. Whenever the Customer shall owe the Bank
      sums of money hereunder, or is likely to owe or to owe such sums
      contingently, the Bank may make full use of its aforesaid right to
      possession, lien and set off or any of them, for the payment of the
      amounts due or which may become due from the Customer to the Bank or as
      security for their payment.

      The Customer neither has nor shall have with regard to the Bank any claims
      and/or complaints of any kind or nature whatsoever in respect of any of
      the actions set out hereinabove.

22.   The securities which have been delivered or which may be delivered to the
      Bank by the Customer hereunder shall be mutually independent securities
      and shall not influence and not be influenced by other or additional
      securities which the Bank now holds or which it may hold from time to
      time, and they shall constitute a fixed and revolving security
      notwithstanding the settlement in part or in whole of the account in
      whichever form and they shall also serve as a fixed and revolving security
      for the payment of all the other amounts that the Customer may owe to the
      Bank in any account and in any way whatsoever, and they shall remain in
      full force until such time as the Bank may actually release the
      securities.

23.   Where any person guarantees the payment of the amounts, in whole or in
      part, being due or which may become due to the Bank from the Customer, the
      Bank may, but shall not be bound, to furnish such guarantor from time to
      time with such information affecting the state of the account of the
      Customer, as the Bank may deem fit.

24.   The Bank shall be entitled to demand and receive from the Customer at any
      time to be put at the Bank's disposal for inspection during accepted
      business hours, any balance sheet, books of account, dockets, books and
      other references with regard to the

      state of the Customer's affairs, and to receive from the Customer signed
      and certified copies of any document or reference as aforesaid or of any
      extract therefrom, and explanations upon any matter therein contained.

25.   The Bank may, at its absolute discretion, accept or refuse to accept any
      instructions or messages which may be given to it verbally, by telephone,
      by telegramme or in any other way not being a clear and legibly written
      document, and inasmuch as the Bank may agree to act upon any instructions
      or messages so given, the Customer accepts all risk and responsibility for
      any error, mistake, misunderstanding, discrepancy, and the Customer
      discharges the Bank from any responsibility for any damage or loss which
      may be caused to the Customer as a result of giving orders or instructions
      or messages in any way not being a clear and legibly written document as
      aforesaid.

26.   The Customer is obliged to inform the Bank immediately:

      (a)   Of any case where a demand is made or a claim of right is exercised
            with regard to any security which he has given or which he may give
            to the Bank and/or of any process of execution or of any steps taken
            for the realization of any security as aforesaid.

      (b)   Of any security which the Customer is about to give to any person
            other than the Bank.

      (c)   Of any act or event mentioned in clause 17 (c)-(h) above.

      (d)   Of any curtailment of the Customer's affairs or any reduction in the
            Customer's capital.

      (e)   Of the reduced value of any security which has been given or which
            may be given by the Bank to the Customer.

27.   The Bank's accounts in all their details as recorded in its books shall be
      deemed to be correct and shall serve as conclusive evidence against the
      Customer, inter alia, with reference to the amount of the debt, with
      reference to all the particulars of the bills, guarantees and other
      securities which are given or which may be given to the Bank for security
      or for collection and with reference to their collection.

28.   The Customer shall be bound to inform the Bank in writing of any objection
      or opposition he may have - if any - to any account, extract of account,
      approval or notice (including copies thereof) which may be sent to the
      Customer by the Bank, within 15 days of their receipt, and if such written
      objection or opposition as aforesaid is not received by the Bank within
      the time stated above, the Customer shall be deemed to have agreed to the
      contents of any such document, and as acknowledgement by the Customer as
      to the correctness of the sums and the other details therein contained.

29.   Any waiver, estoppel or failure to respond on the part of the Bank in
      connection with the non-performance or incomplete and imprecise
      performance of any obligation of the Customer herein contained, shall not
      be deemed to constitute a waiver on the part of the Bank of any right
      whatsoever of the rights of the Bank in connection with such
      non-performance or incomplete and imprecise performance. Should the Bank
      on any occasion agree to any matter contrary to the conditions of this
      agreement, its agreement shall be deemed to be limited to such occasion
      alone and shall not be taken as agreement or waiver in general.

30.   The Bank may from time to time assign its rights hereunder, in whole or in
      part, to another or others without resorting to the agreement of the
      Customer, by endorsement in the margin or on the face of this document, or
      in any other way which the Bank shall deem fit.

31.   The Customer hereby waives the necessity for all notarial and other
      official notices with reference to a breach of any of the provisions
      herein contained.

32.   The address of the Customer is as specified at the head of the first page
      hereof or any other address in Israel of which notice has been given to
      the Bank by the Customer by registered letter, the receipt of which has
      been affirmed in writing by the Bank. Any notice which may be sent to the
      Customer by the Bank by ordinary post according to the address as
      specified above shall be deemed to have been received by the Customer in
      time in accordance with normal postal procedure. Written declaration by
      the Bank as to the despatch of a notice, the date of its despatch and its
      contents shall be conclusive evidence against the Customer as to the date
      and despatch and contents thereof.

33.   The parties hereto elect the city of Tel-Aviv as the place of jurisdiction
      for any claim arising from this agreement, however nothing herein
      contained shall affect the right of the Bank to sue the Customer in any
      other Court of Law which it may deem fit.

34.   All of the costs involved in drawing up this deed and the stamping
      thereof and all of the costs involved in drawing up any of the documents
      required and/or which may be required, at the Bank's absolute discretion,
      in connection with the securities, their stamping and registration and all
      of the costs involved in the collection and/or registration and/or
      discharge and/or redemption of any of the securities including Advocates'
      fees and all of the costs involved in safeguarding and maintaining any of
      the securities shall devolve upon the Customer and they too shall be
      secured by the securities.

35.   (a)   The Bank shall be entitled to entrust the securities or any of them
            with a bailee at the discretion of the Bank and to replace such
            bailee from time to time at the Bank's absolute discretion.

      (b)   The Bank shall be entitled to register the securities or any of them
            with any competent authority under the provisions of any law.

36.   The Customer and/or any person whose right is likely to be affected by the
      delivery of the securities or of any of them or by their realization,
      shall not be entitled to pay their debts before the prescribed date of
      payment has fallen due, and they shall not be entitled to any other right
      conferred upon them under Section 13(b) of the Pledges Law 5727-1967 (if
      conferred) or under any other provision mending or being substituted for
      the foregoing provision. The Customer undertakes to sign every document
      and form as required by the Bank if and insofar as with reference to all
      or any of the laws of the State of Israel and signature of the Customer is
      or may be, at the absolute discretion of the Bank, required upon any
      document or form in order to keep this deed and all of the provisions
      thereof and/or the securities in full force and effect. With a view to
      implementing the provisions contained in this clause, the Customer hereby
      appoints the Bank as his attorney in fact, to be so by itself or through
      such person to whom the Bank may assign its authority, with the authority
      to sign any document or form as required by the Bank, without the Bank or
      its attorney-in-fact being responsible in any way towards the Customer for
      any act or omission committed by it in accordance with this clause or
      pursuant thereto. This appointment is irrevocable since the rights of the
      Bank are dependent thereon.

       AND IN WITNESS WHEREOF THE PARTIES HAVE HEREBY SIGNED AT THE PLACE
                     AND ON THE DATE SPECIFIED HEREINABOVE.

The Customer                                                            The Bank
<PAGE>

THE FIRST INTERNATIONAL BANK   A SAFRA BANK   For Internal Use  Account No.
                                                                ________________

                  SUPPLEMENT TO THE GENERAL DEBIT AGREEMENT
                   IN THE MATTER OF COMPUTATION OF INTEREST

Made in Tel-Aviv on the 11 day of February 1999

BETWEEN:
The First International Bank of Israel Ltd.
(hereinafter the "Bank") of Ahad Ha'am 9 Street, Tel-Aviv of the one part

AND:
PEC Israel Finance Corporation Ltd.
of 3 Daniel Frisch Street, Tel-Aviv, Company No. 51-0252042
(hereinafter the "Customer")        of the other part

Whereas the Bank and the customer have entered into a General Debit Agreement
(hereinafter: "Debit Agreement");

And whereas the Bank and the customer wish to amend the Debit Agreement and to
incorporate therein the amendments set forth below;

Now therefore it is agreed by and between the parties as follows:

1.    The method of fixing and calculating interest stipulated in Clause 4 of
      the Debit Agreement, for debit balances on current accounts in sheqels
      (hereinafter - "current account"), shall be replaced by the following
      procedure:

      A.    Interest on debit balances on current account shall be fixed at an
            annual rate determined as below:

            (1)   The interest rate for debit balances on current account
                  (hereinafter the "debit account rate") consists of a base rate
                  (also known as "prime rate") which is fixed by the bank from
                  time to time for all customers pursuant to developments in the
                  economy and the credit market (hereinafter: the "base rate")
                  and a supplementary rate (also known as "risk supplement")
                  fixed by the bank for the particular customer (hereinafter:
                  the "supplementary rate"). The debit account rate, comprising
                  both the base rate and the supplementary rate as aforesaid, is
                  given at the foot of statements sent by the bank to each
                  customer. Interest, on debit balances that exceed an approved
                  overdraft facility will be charged at the debit account rate
                  plus an excess interest rate (hereinafter called: "excess
                  interest").

            (2)   The bank will notify customers from time to time of changes in
                  the base rate and of the date such change shall take effect.

                  The method of giving such notice and the effective date
                  thereof shall be as determined from time to time by the
                  Examiner of Banks or other competent authority.

            (3)   The supplementary rate will be notified by the bank to the
                  customer at the time the overdraft facility is agreed and/or
                  in the event of any change in the terms thereof.

            (4)   Amounts due or becoming due to the bank on current account in
                  excess of an approved overdraft facility will carry excess
                  interest at the rate fixed by the bank from time to time and
                  published as stated in sub-para (2) above.

            (5)   Should an overdraft facility not be approved for the customer
                  or be cancelled for any reason, debit balances on current
                  account shall bear interest at the base rate plus the maximum
                  supplementary rate prevailing in the bank, plus excess
                  interest.

      B.    Should different rates of interest be fixed for different amounts of
            debit balances on current account, the provisions set out herein
            shall apply to such rates.

      C.    Interest will be calculated by the bank on a daily basis (on the
            actual number of days in the year) in respect of quarterly
            accounting periods (i.e. January - March, April - June, July -
            September, October - December) or in respect of such other
            accounting periods as shall be determined by the bank.

      D.    Interest calculated in accordance with the foregoing shall be
            charged to the customer's current account on the first banking
            business day of the accounting period immediately following the
            period in respect of which interest has been calculated and shall be
            paid by the customer on such date.

2.    Loans granted to the customer by the bank shall carry interest at such
      rate and in such manner as shall be determined in the loan documentation.

3.    If the parties hereto have signed a Supplement to the Debit Agreement in
      the matter of computation of interest (form E-127) the provisions thereof
      shall be replaced by this instrument.

                       AS WITNESS OUR SIGNATURES HERETO:


-----------------------------------     ----------------------------------------
            THE BANK                                 THE CUSTOMER


<PAGE>

                   THE FIRST INTERNATIONAL BANK OF ISRAEL LTD.

                                  A Safra Bank

            APPLICATION FOR FOREIGN CURRENCY LOAN (LIBOR + INTEREST)

                                ISRAELI RESIDENT

(convertible by the bank, wholly or partly, into a dollar-linked Sheqel loan and
reconvertible, with instructions to debit F.C. account only)

            Customer's name:     PEC Israel Finance Corporation Ltd.
            Address:             3 Daniel Frisch St., Tel-Aviv
            Account No.:         407057
            Date:                17.2.99

The First International Bank of Israel Ltd.
Tel-Aviv Main Branch

Dear Sirs,

      Within the scope of the General Debit Agreement signed between us
(hereinafter the "Debit Agreement") and subject to our obligations towards you
therein and under any other document signed and/or to be signed by us, we
request you to grant to us a foreign currency loan (hereinafter - "the loan") on
the terms set forth below:

1.    LOAN CURRENCY AND AMOUNT

      The loan will be in U.S. Dollars (hereinafter - "Dollars") in the amount
      of 24,000,000.

2.    REPAYMENT OF PRINCIPAL

      The principal amount of the loan will be repaid in Dollars:

      |_|   by ____ monthly*/quarterly*/semi-annual* consecutive and equal
            instalments of _______________ each on the _________ day of the
            month, commencing on __________.

      |_|   by ____ consecutive and equal instalments of ___________ each on the
            last day of March, June, September and December in each year
            commencing on _____________.

      |X|   on 17.5.99.

3.    LOAN INTEREST

      a)    Interest payment dates

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      We will pay you daily interest on the principal of the loan outstanding
      from time to time, in Dollars and on the following dates:

            |X|   on the principal payment dates specified in clause 2 above.

            |_|   on the last day of each calendar month commencing on ________
                  and a final payment on the date of payment of the first
                  instalment of loan principal.

            |_|   on the last day of March, June, September and December in each
                  year commencing on _________, and a final payment on the date
                  of payment of the final instalment of loan principal.

            |_|   monthly*/quarterly*/semi-annually* on the _________ of each
                  month commencing on the __________, and a final payment on the
                  date of payment of the final instalment of loan principal.

      b)    Interest periods

            Interest on the outstanding principal amount of the loan will be
            computed by the bank in relation to interest periods.

            The first interest period will run from the date of disbursement of
            the loan up to the first interest payment date stipulated in
            sub-para. (a) above or the deferred date pursuant to para. 4 below
            (exclusive of such date). Subsequent interest periods will run from
            an interest payment date (inclusive of such date) to the next
            following interest payment date stipulated in sub-para. (a) above
            (exclusive of such data) or the deferred date pursuant to para. 4
            below.

      c)    Rate of interest and manner of determination

            The principal amount of the loan outstanding from time to time shall
            carry interest calculated on a daily basis from the date of
            disbursement of the loan up to the principal payment dates specified
            above at the rate of 0.75% above the LIBOR rate as defined below.

            "LIBOR" rate herein shall mean the LIBOR rate determined by the bank
            at the beginning of each interest period for Dollars and for a
            period of 1, 3, 5 or 12 months (each such period being hereinafter

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            referred to as "a fixed period") according to the interest period
            stipulated in sub-para. (b) above PROVIDED HOWEVER that:

      I)    in a loan where interest is payable in a lump sum concurrently with
            the principal amount and the period of the loan does not coincide
            with any timed period, the LIBOR rate for the loan will be the LIBOR
            rate determined by the bank for the first fixed period which is
            immediately longer than the period of the loan.

      II)   in a loan where interest is payable by instalments and the first
            and/or the last interest period(s) is/are shorter than the
            intervening interest period(s), the LIBOR rate for the first and/or
            the last interest periods (as the case may be) will the LIBOR rate
            determined by the bank for a fixed period coinciding with the
            intervening interest period(s).

            The LIBOR rate for the first interest period is 5% p.a. and the full
            interest rate for the first period is 5.75% p.a. (adjusted rate
            ____% p.a.).

            At the end of each interest period, the bank will determine the
            LIBOR rate for the following interest period and notice of such rate
            will be sent to us.

4)    DEFERRED PAYMENT

      In this paragraph "Business Day" means a day on which transactions in
      Dollars are carried out. If any date for payment of principal and/or
      interest and/or commission shall fall on a day which is not a business day
      in the bank, the date for effecting such payment shall be deferred to the
      next following business day and interest up to such date will be
      calculated accordingly.

5)    EFFECTIVE COST

      The effective cost of the loan is ____%.

6)    TAXES, DUTIES AND OTHER CHARGES

      Without derogating from our aforementioned obligations, we undertake to
      pay you any amount demanded by you in reimbursement of any tax, duty or
      fees that you have been and/or may be obligated to pay and/or which we
      have been obliged and/or may be obliged to pay in connection with the loan
      as well as in the event that the bank may demand immediate repayment of
      the loan for any reason.


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7)    LOAN CONVERSION

      a)    You may at any time at your discretion convert the unpaid balance of
            the Loan or any part thereof into a dollar-linked Sheqel loan and
            you may reconvert the same or any part thereof and repeat such
            conversions, each conversion as aforesaid being referred to
            hereinafter as a "conversion".

      b)    A conversion will be effected by making a new loan available, in
            Sheqels or dollars as the case may be, in the amount that the bank
            wishes to convert out of the existing loan and the proceeds of the
            new loan will be used to redeem all or part of the existing loan.

      c)    For so long as a loan is maintained in Sheqels, the principal amount
            thereof and interest thereon shall be linked to the dollar at the
            representative rate of the dollar published by the Bank of Israel
            from time to time.

      d)    For the avoidance of doubt, we confirm that no change shall take
            effect by reason of any conversion, in the amount of principal,
            interest or commission payable by us to you in dollars had such
            conversion not taken place.

      e)    Save as aforesaid, the terms and conditions of the Loan as specified
            herein shall remain unchanged.

8.    PREPAYMENT

      We shall not be entitled to prepay all or any part of the outstanding
      principal amount of the loan or interest thereon or any part thereof
      before the payment date(s) stipulated above unless we obtain you prior
      consent thereto. You may attach such conditions to your giving consent as
      you shall deem fit.

9.    DISBURSEMENT INSTRUCTIONS

      1.    the loan will serve to cover foreign currency transactions permitted
            under the General Permit to the Currency Control Regulations, as
            follows:____________________________________________________________

            ____________________________________________________________________

      |_|   ____________________________________________________________________

      Your compliance with our above instructions shall constitute

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      proof of our receipt of the loan on the terms contained herein.

10.   IRREVOCABLE INSTRUCTIONS

      We hereby give you irrevocable instructions to debit our Dollar account
      maintained with you in our name in the amount of all sums which we may be
      obliged to pay under this instrument on the payment dates stipulated above
      or on the deferred dates or on payment dates determined by you if we shall
      be obliged to make immediate repayment of the loan under the Debit
      Agreement as the case may be (hereinafter the "agreed repayment dates"),
      and we undertake to pay any amount debited to our account as aforesaid on
      the due date.

      If on the agreed repayment dates the said account shall not show a
      sufficient balance in the amount of the said debt, you may debit a foreign
      currency debitory current account to be opened in our name and we warrant
      and acknowledge that any sum debited as aforesaid and not paid by us on
      its due date shall bear interest at the rate prevailing at the time in
      your bank on debit balances in foreign currency that are not paid on their
      due dates.

                                             PEC Israel Finance Corporation Ltd.