[LETTERHEAD OF SHLOMO ZIV & CO.]

INDEPENDENT AUDITOR'S REPORT
To the shareholders of
ADIR INTERNATIONAL COMMUNICATIONS SERVICES CORP. LTD.

We have audited the accompanying balance sheets of ADIR INTERNATIONAL
COMMUNICATIONS SERVICES CORP. LTD. (herein - "the Company") as of December 31,
1998 and 1997, the consolidated balance sheets as of those dates, the related
statements of profit and loss, changes in shareholders' equity and cash flows of
the Company and consolidated - for each of the two years ,the last of which
ended December 31, 1998. These financial statements are the responsibility of
the Company's Board of Directors and management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards, including those prescribed under the Auditors' Regulations (Auditor's
Mode of Performance) - 1973. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatements, either originating within the financial
statements themselves, or due to any misleading statement included therein. 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 Company's Board
of Directors and Management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

The above financial statements have been prepared on the basis of the historical
cost convention, adjusted to the purchasing power of the Israeli currency, in
accordance with the Opinions of the Institute of Certified Public Accountants in
Israel. A summary of the Company's nominal data, on the basis of which the
adjusted statements were prepared, is stated in Note 15.

In our opinion, the above financial statements present fairly, in all material
respects, the financial position - of the Company and consolidated - as of
December 31, 1998 and 1997 and the results of operations, changes in
shareholders' equity and cash flows - of the Company and consolidated - for each
of the two years, the last of which ended December 31, 1998.
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According to paragraph 211 of the companies ordinance (new form) - 1983, we
would note that we have received all the information and explanations we
required, and that our opinion on the above financial statements is given
according to the best of our knowledge and explanations that we received and as
shown in the books of the Company.

Accounting principles generally accepted in Israel differ in certain respects
from accounting principles generally accepted in the United States. As
applicable to the company, the application of the latter would not have a
significant effect.

Without qualifying our opinion, we direct the attention to note 1 c, with
respect to the sale of the company's operations and assets.

            Shlomo Ziv & Co.
   Certified Public Accountants (Isr.)

                                                    Tel-Aviv, February 18,1999