EZRA SHEMESH c.p.a. (Isr.)
                         3 Brasil street, Tel-Aviv 69052
                           P.O.B. 48002 Tel-Aviv 69364
                         Tel: 03-6416155 fax: 03-6415417
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                                                              March 9, 1999

Auditors' Report to the Shareholders of ISPRO The Israeli Properties Rental
Corporation Ltd.

I have audited the financial statements of ISPRO The Israeli Properties Rental
Corporation Ltd (hereinafter "the company") and its consolidated financial
statements, as follows:

-     Balance sheets as at December 31, 1998 and 1997.
-     Statements of earnings, statements of changes in shareholders' equity and
      statements of cash flows for each of the three years the last of which
      ended December 31, 1998.

Those financial statements are the responsibility of the Company's Board of
Directors and of its Management. My responsibility is to express an opinion on
these financial statements based on I audits.

I conducted my audits in accordance with generally accepted auditing standards,
including standards prescribed by the Auditors Regulations (Manner of Auditor's
Performance) - 1973. Such standards require that I plan and perform the audit to
obtain reasonable assurance that the financial statements are free of material
misstatement whether due to error or intentional misrepresentation. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by the Board of
Directors and by Management, as well as evulating the overall financial
statements presentation. I believe that my audits provide a fair basis for my
opinion.

The above mentioned financial statements were prepared on the basis of the
historical cost convention, in historical values, adjusted for the changes in
the general purchasing power of the Israeli currency in accordance with opinions
of the institute of Certified Public Accountants in Israel. Condensed data in
nominal historical values, on the basis of which the adjusted financial
statements were prepared, is presented in note 24.

In my opinion, based on my audit, the financial statements referred to above
present fairly, in all material respects, in conformity with accounting
principles generally accepted in Israel, consistently applied, the financial
position of the Company and the consolidated financial position of the Company
and its subsidiaries as at December 31, 1998 and 1997 and the results of their
operations, the changes in the shareholders' equity and their cash flows for
each of the three years the last of which ended December 31, 1998. Furthermore,
these statements have, in my opinion, been prepared in accordance with the
Securities Regulations (Preparation of Annual Financial Statements) 1993.

Accounting principles generally accepted in Israel differ in certain respects
from accounting principles generally accepted in the United States. The
application of the latter affects the determination of historical net earnings
and shareholders' equity are immaterial.

Certified public accountants.