[LETTERHEAD OF DIC FINANCE & MANAGEMENT LTD.]

                                                   Tel Aviv, January 28, 1999
                                                   Our Ref: 2092/2028 - 9032

PEC Israel Economic Corporation
511 Fifth Avenue
New York, N.Y. 10017
U.S.A.

Dear Sirs,

                Re: Gilat Satellite Networks Ltd. ("Gilat")

Whereas Gilat is currently preparing an underwritten public offering of Ordinary
Shares of Gilat ("Shares") to be sold partly by Gilat and partly by certain
shareholders of Gilat (the "Offering"); and

Whereas approximately 500,000 Shares may be sold in the Offering by shareholders
of Gilat who are affiliates of IDB Development Corporation Ltd. ("IDBD"); and

Whereas DIC Finance and Management Ltd. ("DICFM"), an affiliate of IDBD, is
currently in a process of becoming the owner of all of the Shares held until
recently by DIC Communication and Technology Ltd., another affiliate of IDBD;
and

Whereas PEC Israel Economic Corporation ("PEC"), an affiliate of IDBD, may sell
in the Offering such number of Shares ("PEC's Number of Shares") equal to 50% of
the number of Shares to be sold therein by all the shareholders of Gilat who are
affiliates of IDBD; and

Whereas DICFM desires to sell in the Offering the maximum number of Shares
available for sale therein by all the shareholders of Gilat who are affiliates
of IDBD (including PEC's Number of Shares that would otherewise be sold by PEC
in the Offering), and

Whereas for such purpose DICFM is willing to assure to PEC an opportunity to
sell PEC's Number of Shares during a certain period of time following the
consummation of the Offering at the same price per Share that PEC would receive
if it sold them in the Offering, and based on such assurance PEC is willing to
refrain from selling Shares in the Offering so that DICFM may sell in the
Offering also PEC's Number of Shares.

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Now, therefore, and in consideration of PEC agreeing not to sell in the Offering
any Shares owned by it, DICFM hereby grants to PEC an option to sell to DICFM
any number of Shares owned by PEC not exceeding in the aggregate PEC's Number of
Shares on the following terms and conditions (the "Put Option"):

1.    The exercise of the Put Option shall require the delivery by PEC to DICFM
      of a written notice specifying the number of Shares requested to be sold
      by PEC (an "Exercise Notice"). An Exercise Notice may be delivered by PEC
      to DICFM once or more than once at any time during the period commencing
      90 days and ending 180 days after the date of consummation of the Offering
      (the "Exercise Period").

2.    The price per Share to be paid to PEC for Shares that will be sold by it
      pursuant to the Put Option (the "Share Price") shall be equal to the
      aggregate sum of (a) the amount of the net proceeds per Share in U.S.
      Dollars received by DICFM from the sale of Shares by it in the Offering
      (the "Proceeds") and (b) an amount equal to the increase of the Proceeds
      by the Applicable Rate (as hereiafter defined) per annum computed for the
      actual number of days elapsed from the date of consummation of the
      Offering until the date of payment of the Share Price to PEC (based on 365
      days in a year). For this purpose the "Applicable Rate" shall mean 1% per
      annum above the annual rate of yield on an investment in U.S. Treasury
      Bills acquired on the date of consummation of the Offering and maturing
      approximately 180 days thereafter.

3.    In each event that an Exercise Notice will be delivered by PEC to DICFM at
      any time within the Exercise Period:

      (a)   DICFM shall purchase from PEC, and PEC shall sell to DICFM, the
            number of Shares owned by PEC as specified in the Exercise Notice
            for a cash consideration equal to the product of multiplying such
            number of Shares by the Share Price thereof (the "Purchase Price").

      (b)   The consummation of such purchase and sale of Shares (the "Closing")
            shall take place on the seventh business days following the delivery
            to DICFM of the Exercise Notice triggering such Closing.

      (c)   At the Closing, PEC will deliver to DICFM a share transfer form duly
            executed by PEC and a share certificate in the name of PEC for the
            number


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                    [LETTERHEAD OF DIC FINANCE & MANAGEMENT]

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            of Shares specified in such Exercise Notice, as well as any other
            document reasonably requested by DICFM for the purpose of obtaining
            a share certificate in the name of DICFM for such Shares, and DICFM
            shall pay to PEC the Purchase Price therefor in freely transferable
            and immediately available funds in U.S. Dollars.

4.    All of the Shares to be purchased from PEC pursuant to the Put Option
      shall be sold and transferred by PEC to DICFM free and clear of any
      pledge, lien or any other rights in favour of any third party (but subject
      to the obligations of PEC under the Shareholders Agreement dated as of
      December 31, 1998 among certain shareholders of Gilat including PEC with
      respect to the Shares owned by them).

5.    DICFM may cause any designee of DICFM to pay to PEC the Purchase Price for
      any Shares as to which the Put Option will be duly exercised by PEC,
      provided that a written notice of such designee shall be delivered by
      DICFM to PEC at least one business day prior to the Closing with respect
      to such Shares, and provided further that such designee shall be eligible
      pursuant to the Shareholders Agreement referred to above to purchase such
      Shares from PEC. In such case the payment of the Purchase Price for such
      Shares to PEC by such designee at the Closing with respect thereto shall
      discharge the obligation of DICFM to purchase such Shares from PEC
      pursuant to the Put Option, and at the Closing PEC shall sell and transfer
      such Shares, and shall deliver all documents in connection therewith as
      required of PEC hereunder, to such designee.

If the foregoing is acceptable to you, please confirm your agreement thereto by
executing this document in the space provided for below.

Very truly yours,


/S/ DIC Finance and Management Ltd.
DIC Finance and Management Ltd.

We agree:

PEC Israel Economic Corporation


By: /s/ Frank J. Klein, President
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