EXHIBIT 4.13

                                    DEBENTURE


                 Made and executed this 5th day of December 2004


WHEREAS             the undersigned Orckit Communications Ltd
                    52-004287-0(hereinafter:- "the Pledgor") whose address is
                    126 Yigal Alon Street Tel Aviv 67443 has received and
                    intends to receive, from time to time, from Bank Hapoalim
                    B.M. (hereinafter: "the Bank") credits, documentary credits,
                    various loans, overdrafts in current account, in revolving
                    debitory account or in any other account, letters of
                    indemnity and guarantees for the account of the Pledgor or
                    for others at the request of the Pledgor, discounting of
                    Bills, granting of time and various banking facilities and
                    various other banking services (hereinafter, jointly and
                    severally - "the Banking Services"), on such conditions as
                    have been and/or may be agreed from time to time with
                    respect to each such Banking Service, and

THEREFORE,          it has been agreed that the Pledgor shall secure the
                    repayment of the various amounts of money which the Pledgor
                    may owe and/or may be liable to the Bank in connection with
                    the granting of the Banking Services and/or in connection
                    with other liabilities not being Banking Services and/or
                    otherwise, all in accordance with the terms hereinafter
                    contained.


NATURE OF THE DEBENTURE

1.   This Debenture has been made to secure the full and punctual payment of all
     the sums due and to become due to the Bank from the Pledgor in connection
     with the granting of Banking Services to the Pledgor by the Bank and/or in
     connection with other liabilities not being Banking Services or in any
     other manner, whether due from the Pledgor alone or jointly with others,
     whether the Pledgor may have incurred or will incur liability with respect
     thereto in the future, as obligor and/or as guarantor and/or as endorser or
     otherwise, now due or becoming due in the future, which are payable prior
     to the realisation of the collateral security to which this Debenture is
     applicable or subsequent thereto, whether due absolutely or contingently,
     directly or indirectly, UNLIMITED IN AMOUNT together with interest,
     commissions, charges, fees and expenses of whatever nature, including costs
     of realising the collateral security, lawyers fees, insurance, stamp duty
     and any other payments, all arising from this Debenture and together with
     any nature of linkage differences due and becoming due from the Pledgor to
     the Bank in any manner whatsoever in respect of linked principal and
     interest and any other linked sum (all the foregoing sums being jointly and
     severally hereinafter referred to as "the Secured Sums").


THE CHARGE

2.   As collateral security for the full and punctual payment of all of the
     Secured Sums, the Pledgor hereby charges to the Bank and its successors by
     way of a first ranking floating charge the assets and the profits and
     benefits derived there from as set out below (hereinafter "the Assets
     Subject to a Floating Charge") provided that assets subject to a floating
     charge shall not in any event whatsoever include, and this debenture shall
     not apply to, any rights by contract or otherwise that were granted to any
     third party(ies) in the ordinary course of business by the Pledgor prior to
     realization of this debenture by the Bank in and to any of the Pledgor's
     assets or in respect of such assets .

     (a)  All the assets, monies, property and rights of any kind whatsoever
          without exception, whether now or hereafter at any time in the future
          owned by the Pledgor ;

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     (b)  All the current assets, without, exception, now or hereafter at any
          time in the future owned by the Pledgor, the expression "current
          assets" meaning all the assets, monies, property and rights of any
          kind with the exception of land, buildings and fixtures;

     (c)  All the fixed assets now or hereafter at any time in the future owned
          by the Pledgor in any manner or way whatsoever, the expression "fixed
          assets" to include, inter alia, land, buildings and fixtures;

     (d)  All the securities and other documents or instruments owned by the
          Pledgor and which the Pledgor is entitled to give instructions to sell
          now and at any time in the future held by the Bank and/or by others in
          favour of the Bank and/or any rights in respect thereof;

     (e)  All rights in land and/or all contractual rights under agreements
          between the Pledgor and the Israel Lands Administration and/or the
          Israel Development Authority and/or the Jewish National Fund (Keren
          Kayemeth Le-Israel) and/or any other parties, now and hereafter
          existing at any time whatsoever.

3.   As further collateral security for the full and punctual payment of all of
     the Secured Sums, the Pledgor hereby pledges and charges to the Bank and
     its successors by way of a first ranking fixed pledge and charge the
     uncalled and/or called but unpaid share capital of the Pledgor and its
     goodwill, as presently and in the future at any time existing (hereinafter,
     jointly and severally - "the Charged Assets").

4.   As further collateral security for the full and punctual payment of all the
     Secured Sums, the Pledgor hereby pledges and charges to the Bank all such
     securities, documents and instruments, Bills drawn or made by others, which
     the Pledgor has delivered or may deliver to the Bank from time to time
     whether for collection, safekeeping or otherwise (hereinafter "the Charged
     Documents"), and upon the delivery thereof shall be and be deemed pledged
     and charged to the Bank by way of a first ranking fixed pledge and charge
     according to the terms of this Debenture the provisions of which, mutatis
     mutandis, shall apply to the charge and pledge thereof. The Bank shall not
     be liable for any loss or damage which may be caused in connection with any
     Charged Documents in its possession, provided that the Bank employed the
     same standard of care that it employs with respect to its own such assets.

5.   The Assets Subject to a Floating Charge, the Charged Assets and the Charged
     Documents shall be hereinafter called "the Charged Property".

     The pledge and charge created by operation of this Debenture shall apply to
     all and any rights to compensation or indemnity which may accrue to the
     Pledgor by reason of the loss of, damage to or appropriation of the Charged
     Property.

     Notwithstanding the foregoing, the following assets shall excluded from the
     Charged Assets: (i) pledges existing on the date hereof or described on
     SCHEDULE A hereto; and (ii) any assets subject to liens permitted under
     Section 7(h) below.


DECLARATIONS OF THE PLEDGOR

6.   The Pledgor hereby declares as follows:

     (a)  That other than pledges existing on the date hereof and other than
          described on SCHEDULE A hereto, the Charged Property is not charged,
          pledged or attached in favour of any other persons or parties except
          in the ordinary course of business.

     (b)  That other than as described on SCHEDULE B hereto and other than with
          respect to assets to which the Pledgor surrenders possession in the
          ordinary course of business (such as accounts receivables, goods
          delivered to customers etc.) the Charged Property is, in its entirety,
          in the exclusive possession and ownership of the Pledgor or in the
          possession or under the control of the Bank;


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     (c)  That no restriction or condition of law or any agreement exists or
          applies to the ability of the Pledgor to transfer or charge the
          Charged Property;

     (d)  That the Pledgor is capable of and entitled to charge the Charged
          Property;

     (e)  That no assignment of rights or other disposition has occurred
          derogating from the value of the Charged Property.


COVENANTS OF THE PLEDGOR

7.   The Pledgor hereby covenants as follows:

     (a)  Reserved;

     (b)  Reserved;

     (c)  To co - operate with any representative of the Bank, during normal
          business hours and upon prior request , to inspect and examine the
          condition of the Charged Property wherever the Charged Property may be
          situated, provided that no access shall be provided without the
          Pledgor's consent to any intellectual property of the Pledgor or
          assets embodying such intellectual property;

     (d)  Subject to the Bank's making the secured sums due to immediate payment
          as set forth in section 18 herein and to the Pledgor's receipt of an
          order of the Tel Aviv court specifically ordering the Pledgor to do
          so, to deliver to the Bank or to any bailee on its behalf, the Charged
          Assets and/or the Charged Documents. In the event of the refusal of
          the Pledgor to comply with the provisions of this sub-clause, the Bank
          may, without the consent of the Pledgor, remove the Charged Assets
          and/or the Charged Documents from the Pledgor's possession and hold
          the same or deliver the same to a bailee on behalf of the Bank at the
          reasonable expense of the Pledgor. Where the Charged Assets and/or
          Charged Documents have been so delivered to a bailee, the Bank shall
          be exempt from any loss or damage which for any reason may be caused
          to the Charged Assets and/or the Charged Documents, provided that the
          Bank employed the same standard of care that it employs with respect
          to its own such assets and/or documents.

     (e)  Not to sell, dispose of, hire out, let, lease or transfer any of the
          Charged Assets and the Charged Documents, nor suffer any person to use
          them in any manner and not to allow any person to do any of the
          foregoing acts, without the prior written consent of the Bank;

     (f)  Not to sell, transfer, let , lease, surrender, dispose of, relinquish
          or waive, in whole or in part, any present or future asset, claim or
          right of the Pledgor, save for transactions in relation to Assets
          Subject to a Floating Charge or assets which are not charged to the
          Bank by way of a fixed charge in the ordinary course of the Pledgor's
          business and at terms which the Pledgor belives in good faith to be
          market terms, without receiving the prior written consent of the Bank,
          except that nothing contained herein shall restrict the Pledgor's
          unfettered discretion in granting any rights in and to its
          intellectual property in the ordinary course of business;

     (g)  To notify the Bank as soon as possible after knowledge thereof of the
          levying of any attachment on the Charged Property, to forthwith notify
          the attachor of the charge in favour of the Bank and to take at the
          Pledgor's own expense immediately and without delay all such
          commercially reasonable measures as are required for discharging such
          attachment;


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     (h)  Not to charge or pledge in any manner or way the Charged Property by
          conferring any rights ranking pari-passu or prior to or deferred to
          the rights of the Bank and not to make any assignment of any right
          which the Pledgor may have in the Charged Property without receiving
          the prior written consent of the Bank, unless otherwise agreed, and
          except that nothing contained herein shall restrict the Pledgor's
          unfettered discretion in granting any rights in and to its
          intellectual property unless otherwise agreed, and except:

          (i) liens pursuant to the transaction described in Schedule A hereto;

          (ii) any lien on fixed assets securing indebtedness not to exceed in
          the aggregate at any time $4,000,000;

          (iii) liens for taxes not yet due or which are being contested in good
          faith; and

          (iv) deposits to secure the performance of bids, trade contracts,
          leases (including capital lease obligations), statutory obligations,
          surety and appeal bonds, performance bonds and other obligations of a
          like nature incurred in the ordinary course of business, in amount not
          to exceed in the aggregate at any time $4,000,000;

     (i)  To be liable towards the bank for any defect in the Pledgor's title to
          the Charged Property and to bear the responsibility for the
          authenticity, regularity and correctness of all the signatures,
          endorsements and particulars of any Bills, documents, instruments and
          securities which have been or may be delivered to the Bank by way of
          collateral security;

     (j)  Other than with respect to taxes and any other compulsory payments
          contested in good faith by the Pledgor in accordance with applicable
          law, to pay when due all taxes and compulsory payments levied against
          the Charged Property and/or the income accruing thereon under any law
          and to furnish the Bank, at its request, with all the receipts for
          such payments. If the Pledgor fails to make such payments when due,
          the Bank may pay the same for the account of the Pledgor and debit the
          Pledgor with the payment thereof coupled with expenses, and Interest
          at the Maximum Rate. Such payments shall be secured by this Debenture;

     (k)  To maintain proper books of account and to allow the Bank or its
          representative to inspect such books at reasonable business hours and
          upon request. The Pledgor undertakes to assist the Bank or its
          representatives and furnish them upon their first demand with SEC
          filings of financial results which include balance sheets, financial
          statements, and information which they may require, including
          explanations concerning the financial and operational condition of the
          Pledgor and/or the business of the Pledgor, subject to applicable law;

     (l)  Reserved.

     (m)  Reserved.

     (n)  Reserved.

8.   The Pledgor undertakes to notify the Bank as soon as possible under the
     circumstances after becoming aware of:

     (a)  of any claim of right to any collateral security given to the Bank to
          which this Debenture is applicable and which has a fair market value
          in excess of $3,000,000 and/or of any execution or injunction
          proceedings or other steps taken to attach, preserve or realise any
          such collateral security;

     (b)  of any of the events enumerated in Clause 18 hereof;

     (c)  Reserved.


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     (d)  of any application filed for the winding-up of the Pledgor's affairs
          or for the appointment of a receiver over the Pledgor's assets as well
          as any resolution regarding any structural change in the Pledgor or
          any intention to do so;

     (e)  of any change of address.


INSURANCE

9.   The Pledgor hereby undertakes to keep the Charged Property insured at all
     times in accordance with common practice in the industry world-wide

10.  Reserved.

11.  Reserved.

12.  Reserved.

13.  Reserved.

14.  Reserved.


INTEREST

15.  (a)  The Bank shall be entitled to calculate interest on the Secured Sums
          at such rate as has been or may be agreed upon from time to time
          between the Bank and the Pledgor. Where no rate of interest has been
          agreed, the Bank may determine the rate of interest but not in excess
          of Interest at the Maximum Rate and give notice thereof to the
          Pledgor. The Pledgor shall be liable to pay and shall be debited
          accordingly at the respective rate of interest as provided above and
          the Bank may compound same with the respective amount of principal at
          the end of each month or such other period as the Bank shall
          determine.

     (b)  Whenever the payment of any amount of the Secured Sums is overdue, it
          shall bear default interest at the rate which has been agreed upon in
          the letter of undertaking. In the absence of any provision concerning
          default interest, the Secured Sums shall bear Interest at the Maximum
          Rate;


REPAYMENT DATES

16.  The Pledgor hereby undertakes to pay the Bank all and any of the Secured
     Sums promptly on the maturity dates prescribed or which may be prescribed
     therefor from time to time.

17.  (a)  The Bank will be obliged to accept any prepayment of the Secured Sums
          or pay part thereof prior to the date of maturity thereof on the
          Interest Payment Dates (as defined in each Application for Provision
          of Credit (hereinafter - "the Application")) on the terms agreed
          between the Bank and Pledgor.

          Subject to section 17.a above, either the Pledgor nor any person
          having a right liable to be affected by the pledges and charges hereby
          created or the realisation thereof shall have any right under Section
          13(b) of the Pledges law, 5727-1967 or any other statutory provisions
          in substitution therefor.


     (b)  Subject to the provisions of any law and to section 17.a. above, if
          the Bank agrees to prepayment on account of the Secured Sums (and
          without being obliged to do so), it shall not require any type of a
          repayment fee or commission or the like.


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18.  Without derogating from the generality of the provisions of this Debenture,
     the Bank shall be entitled to demand the immediate payment of the Secured
     Sums and to debit any account of the Pledgor with the amount thereof in any
     one of the events enumerated below, in which case the Pledgor undertakes to
     pay the Bank all of the Secured Sums, and the Bank shall be entitled to
     take whatever steps it sees fit for the collection of the Secured Sums and
     in particular to crystallise the floating charge on the Assets Subject to a
     Floating Charge as provided in Clause 24(a) hereof and to realise, at the
     Pledgor's expense, the collateral securities by any means allowed by law;

     (a)  (i) If the Pledgor commits a breach of or fails to perform the
          Covenants as defined in the Letter of Undertaking or if the Pledgor is
          in breach of any covenant or other obligations which the Pledgor has
          or have incurred or may incur towards the Bank and such breach remains
          unremedied for a period of thirty (30) days after receipt by the
          Pledgor of a written notice thereof from the Bank or if it transpires
          that any declaration or statement made by the Pledgor in this
          Debenture or any other declaration in connection with the Secured Sums
          made heretofore or hereafter by the Pledgor to the Bank is false or
          inaccurate;

     (b)  If the Pledgor adopts a resolution for a structural change as regards
          the Pledgor, whether as an absorbing company (unless the Pledgor
          believes that such transaction will not cause it to be in breach of
          the Covenants), a transferring company or a spin-off, or adopts a
          voluntary winding up resolution or if an order for winding up is made
          against the Pledgor or if a temporary liquidator or special manager is
          appointed over the Pledgor or if the name of the Pledgor is struck out
          or is about to be struck out from any official register kept by law;
          and such an order and/or resolution was not removed within 60 days
          from the day it was issued and/or adopted.

     (c)  If a receiver is appointed or a receiving order is made over any of
          the Pledgor's assets having an aggregate fair market value of more
          than $4,000,000, for each year;

          If an attachment or similar process of execution is levied against any
          of the Pledgor's material assets or against any collateral security
          given by the Pledgor having a fair market value in excess of
          $4,000,000 for each year,and is not removed by the Pledgor within
          sixty (60) days;

     (d)  If there is a change in control affecting the constitution of the
          Pledgor as against the constitution of the Pledgor on the day of
          signature of this Debenture;

     (e)  If the Pledgor ceases to pay its debts in general or to carry on
          business;

     (f)  If work at the Pledgor's business ceases or is substantially curtailed
          for two months or more;

     (g)  Reserved.

     (h)  If the Pledgor falls behind in payment of any of the Secured Sums for
          more than 7 (seven) business days;

     (i)  If there is a decrease in the number of the Pledgor's shareholders
          below the minimum number required by law;

     (j)  In the event of bankruptcy, winding-up, leaving the country by the
          Pledgor.

     (k)  Reserved.

     (n)  If the Pledgor shall be required to make early repayment by means of
          acceleration after defaulting on debts which either of them owes to
          the other creditors in aggregate amount of $4,000,000 or more, for
          each year;

     (o)  Reserved.

     (p)  Reserved.


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     RIGHTS OF THE BANK

19.  (a)  To the extent expressly authorized by applicable banking laws, the
          Bank shall have the right of possession, lien, set-off and charge over
          any amounts, assets and rights including securities, coins, gold,
          banknotes, documents in respect of goods, insurance policies, Bills,
          assignments of rights, deposits, collaterals and their countervalue,
          in the possession of or under the control of the Bank at any time for
          or on behalf of the Pledgor, including such as have been delivered for
          collection, as security, for safe-keeping or otherwise. The Bank shall
          be entitled to retain the said assets until payment in full of the
          Secured Sums or to realise them by selling them and applying the
          countervalue thereof in whole or in part in payment of the Secured
          Sums.

          In the event that sums capable of being applied to the Secured Sums
          are deposited in a currency other than that of the Secured Sums, the
          Pledgor hereby gives to the Bank in advance irrevocable instructions
          and authority to convert such sums into the currency of the Secured
          Sums at a rate at which it can acquire same and to apply the proceeds,
          after deduction of any taxes, charges or commissions to the Secured
          Sums.

     (b)  Without derogating from the Bank's right of lien in accordance with
          sub-clause 19(a) above, the Bank may, to the extent expressly
          authorized by applicable banking laws, but shall not be obliged:

          (i)  To apply to any amounts owed by the Pledgor on account of the
               Secured Sums, any amounts owed to the Pledgor by the Bank in any
               account in Israeli currency or in foreign currency or in any
               manner or for any reason, even[,subject to applicable law] before
               the maturity of the amounts owed to the Pledgor by the Bank as
               aforesaid which are to be applied but where deposits in savings
               schemes are to be applied, they shall not be applied prior to the
               date the Pledgor could have required early repayment of such
               deposits.

          (ii) To purchase for the Pledgor's account, any amount in foreign
               currency which may be required for payment of any of the Secured
               Sums or to sell any foreign currency standing to the Pledgor's
               credit at the Bank and to apply the proceeds to the payment of
               any of the Secured Sums.

          (iii) To debit any of the Pledgor's accounts with any of the Secured
               Sums. However, if the state of any account does not allow it to
               be debited by the Bank in order to effect final payment of any
               amount, the Bank may refrain from so doing, and if the Bank has
               acted accordingly, the Bank may reverse any such debit and treat
               any amount the debit of which was reversed as an unpaid amount on
               account of the Secured Sums and accordingly to take whatever
               action it sees fit pursuant to the provisions hereof , all in
               accordance with the applicable law.

          (iv) In any event, the Bank may effect set-off without any prior
               notice. However, in the following cases, the Bank may effect such
               set-off by giving the Pledgor 10 (ten) days' notice prior to
               effecting such set-off.

               (1)  In case of applying any amounts prior to their maturity.

               (2)  In case of applying any time deposit which but for such
                    application would have been automatically extended or
                    renewed, so that certain rights or benefits would have
                    accrued to the Pledgor.

               (3)  Notwithstanding sub-clause (b)(iv)(1) above, if the delay in
                    effecting such application might be detrimental to the Bank
                    or affect any of its rights, such application may be made
                    immediately. Moreover, where notice has been sent to the
                    Pledgor and in the course of the 10-day period an attachment
                    order or notice of a receiving order for the Pledgor's
                    assets is received or a similar event occurs, such
                    application may be made immediately.


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     (c)  The Pledgor hereby declares that it is aware of the fact that in such
          cases where the Bank may use its rights of set-off prior to the
          maturity of any deposit of the Pledgor or any part thereof in
          accordance with sub-clause 19(b) above, the Pledgor's rights in
          connection with the relative deposit may be affected (for example in
          relating to interest rates, linkage differences, exchange differences,
          rights to bonuses or loans, tax exemptions or reductions and
          deductions at source, if according to the terms governing any such
          deposit the Pledgor had such rights). The Pledgor shall bear all the
          usual costs and charges resulting from making any such set-off.

     (d)  Any purchase or sale under sub-clause (b)(i) above, shall be effected
          at the rate of exchange prevailing at the Bank, out of the amounts in
          Israeli currency or foreign currency, as the case may be, standing to
          the Pledgor's credit at the Bank, or which may be obtained by
          realising collaterals given or which may have been given by the
          Pledgor to the Bank.

          The terms "the rate of exchange prevailing at the Bank" shall mean,
          with respect to any purchase of foreign currency for the Pledgor's
          account, the highest rate for cheques and transfers at which the Bank
          at any relevant time generally sells to its customers the relevant
          foreign currency against Israeli currency, in addition to any
          conversion charge, tax, levy, compulsory payments or any other similar
          payments; and with respect to any sale of foreign currency from the
          Pledgor's account, the lowest rate for cheques and transfers at which
          the Bank at any relevant time generally purchases from its customers
          the relevant foreign currency against Israeli currency, after
          deducting any conversion charge, tax, levy, compulsory payments or any
          other similar payments.

20.  Subject to the provisions of the Debenture, the Bank may at any time debit
     any of the Pledgor's accounts with any sums howsoever due and becoming due
     from the Pledgor and apply any sums received from or for the Pledgor to
     whichever account it may see fit and to transfer any amount standing to the
     Pledgor's credit to any other account as it may see fit.

21.  The Pledgor confirms that the Bank's books, accounts and entries shall be
     deemed to be correct and shall serve as prima facie evidence against the
     Pledgor in all their particulars, including all reference to the
     computation of the Secured Sums, the particulars of the Bills, guarantees
     and other collateral securities and any other matter related hereto
     Notwithstanding, the Pledgor shall have the right to show faults or
     inaccuracies in such Bank's books, accounts and entries.

22.  The Bank shall be entitled, in its sole discretion, to accept or refuse any
     instructions or notices given verbally, by telephone, facsimile
     transmission or by any other mode which is unreliable or not reduced to
     clear and legible writing. In the event that the Bank agrees to act on the
     Pledgor's instructions not being an instruction in writing in the usual
     way, the Pledgor accepts all responsibility for any mistake,
     misunderstanding or discrepancy and for any damage, loss or breach which
     may be caused as a result of such instructions being so given.

23.  Without derogating from the other provisions contained in this Debenture,
     any waiver, extension, concession, acquiescence or forbearance
     (hereinafter: "waiver") on the Bank's part as to the non-performance,
     partial performance or incorrect performance of any of the Pledgor's
     obligations pursuant to this Debenture such waiver shall not be treated as
     a waiver on the part of the Bank of any rights but as a limited consent
     given in respect of the specific instance. Any waiver granted by the Bank
     to any party to any Bill held by the Bank as collateral for the Secured
     Sums shall in no way or manner affect any of the Pledgor's obligations.

24   (a)  In any of the events enumerated in Clause 18 hereof, the Bank shall be
          entitled to notify the Pledgor of the crystallisation immediately or
          on a date specified by the Bank of the floating charge over the
          Charged Property or any part thereof and to adopt all the measures it
          deems fit in order to recover the Secured Sums and realise all of its
          rights hereunder, including the realisation of the Charged Property,
          in whole or in part, and to apply the proceeds thereof to the Secured
          Sums without the Bank first being required to realise any other
          guarantees or collateral securities, if such be held by the Bank.


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     (b)  Should the Bank decide to realise securities, Bills and other
          negotiable instruments, then seven (7) business days' advance notice
          regarding the steps that the Bank intends to take shall be deemed to
          be reasonable advance notice for the purpose of Section 19(b) of the
          Pledges law, 5727-1967 or any other statutory provisions in
          substitution therefor.

     (c)  The Bank may, as attorney-in-fact of the Pledgor (and, for the purpose
          hereof, the Pledgor irrevocably appoints the Bank to be its
          attorney-in-fact), sell all or any of the Charged Property by public
          auction or otherwise, by itself or through others, for cash or
          instalments thereof or otherwise, at a price and on such terms as the
          Bank in its absolute discretion shall deem fit, and likewise the Bank
          may of its own accord or through the court or an execution office,
          realise the Charged property or any other property, inter alia, by
          appointing a receiver or receiver and manager on behalf of the Bank,
          who shall be empowered, inter alia:

          (1)  to call in all or any part of the Charged Property.

          (2)  Reserved.

          (3)  to sell or agree to the sale of the Charged Property, in whole or
               in part, to dispose of same or agree to dispose of same in such
               other manner on such terms as they deem fit.

          (4)  to make such other arrangement regarding the Charged Property or
               any part thereof as they deem fit.

     (d)  All income to be received by the receiver or the receiver and manager
          from the Charged Property as well as any proceeds to be received by
          the Bank and/or by the receiver or receiver and manager from the sale
          of the Charged Property or any part thereof shall be applied in the
          following order:

          (1)  firstly, to the discharge of all the costs and expenses incurred
               and which may be incurred in connection with the collection of
               the Secured Sums, including the costs and remuneration of the
               receiver or the receiver and manager in such amount as shall be
               prescribed by the Bank or approved by the court or the execution
               office;

          (2)  secondly, to the discharge of the Secured Sums becoming due to
               the Bank by reason of any terms of linkage or on account of
               interest, damages, commissions, fees, charges and expenses due
               and becoming due to the Bank pursuant to this Debenture;

          (3)  thirdly, to the discharge of the principal amount to the Secured
               Sums;

          or in such order of appropriation as the Bank shall determine.

25.  Should the payment date of the Secured Sums or any part thereof not yet
     have fallen due at the time of the sale of the Charged Property, or the
     Secured Sums be due to the Bank contingently only, then the Bank shall be
     entitled to recover out of the proceeds of the sale an amount sufficient to
     cover the Secured Sums and the amount so recovered and yet to be
     appropriated to the discharge of the amounts mentioned in Clause 24(d)
     above shall be charged to the Bank as security for, and be held by the Bank
     until the discharge in full of, the Secured Sums.


NATURE OF THE COLLATERAL SECURITY

26.  The collateral securities which have been or may be given to the Bank under
     this Debenture shall be continuing and revolving securities and shall
     remain in force in accordance with the written terms of the secured sums.


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<PAGE>


27.  All collateral securities and guarantees which have been or may be given to
     the Bank for payment of the Secured Sums shall be independent of one
     another.

28.  The nature and effect of the collateral securities to which this Debenture
     is applicable shall not be affected nor shall the validity of any of the
     securities and obligations of the Pledgor hereunder be impaired or affected
     by any compromise, concession, granting of time or other like release
     consented to by the Bank with respect to the Pledgor or by any variation in
     the Pledgor's obligations towards the Bank in connection with the Secured
     Sums or by any release or waiver by the Bank of any other collateral
     security or guarantees.

29.  The Bank may deposit all or any of the collaterals given or which may be
     given pursuant to this Debenture with a bailee of its own choosing, at its
     reasonable discretion and at the Pledgor's expense, and may substitute such
     bailee with another from time to time. The Bank may register all or any of
     such collaterals with any competent authority in accordance with any law
     and/or in any public register.


RIGHT OF ASSIGNMENT

30.  The Bank may at any time, at its own discretion and without the Pledgor's
     consent being required, assign this Debenture and its rights arising
     thereunder, including the collaterals in whole or in part, and that
     transferee and/or assignee would be bound by the terms and agreements
     reached by the Pledgor and the Bank regarding the above secured sums and
     any assignee may also reassign the said rights accordingly without any
     further consent being required from the Pledgor. Such assignment may be
     effected by endorsement on this Debenture or in any other way the Bank or
     any subsequent assignor deems fit.


NOTICE OF OBJECTION

31.  The Pledgor undertakes to notify the Bank in writing of any objection or
     contention it may have regarding any statement of account, extract thereof,
     certificate or notice received by it from the Bank including information
     received through any automatic terminal facility.


EXPENSES

32.  All the expenses as agreed between the Pledgor and the Bank including the
     stamping and registration of documents, and all and any expenses involved
     in the realisation of the collateral security and institution of
     proceedings for collection (including the fees of the Bank's lawyers),
     insurance, safe-keeping, maintenance and repair of the Charged property all
     as decided by the court - shall be paid by the Pledgor to the Bank on its
     first demand, together with Interest at the Maximum Rate from the date
     demand was made until payment in full, and until payment in full, all the
     above expenses together with interest thereon shall be secured by this
     Debenture. The Bank may debit the Pledgor with the aforesaid expenses,
     together with interest thereon.


INTERPRETATION

33.  In this Debenture - (a) the singular includes the plural and vice versa;
     (b) the masculine gender includes the feminine gender and vice versa; (c)
     "Bank" means:- Bank Hapoalim B.M. and any of its branches existing on the
     date hereof and/or to be subsequently opened, wherever they may be, its
     assigns, successors, or attorneys-in-fact; (d) "Bills" means: promissory
     notes, bills of exchange, cheques, undertakings, guarantees, sureties,
     assignments, bills of lading, deposit notes and any other negotiable
     instruments; (e) "Interest at the Maximum Rate" means: interest at the
     maximum rate prevailing at the Bank at the time and from time to time for
     excess debit balances and arrears in revolving debitory accounts; (f)
     "Structural change" means with respect to the Pledgor, any merger or
     divestiture (within the meaning of these terms in Part E-2 of the Income
     Tax Ordinance or any other statutory provision in substitution therefor) as
     well as any transfer of assets in return for shares, irrespective of
     whether according to the aforesaid Part E-2 or otherwise; (g) the headings
     are only indicative and are not to be used in construing this Debenture;
     (h) the recitals hereto form an integral part hereof.

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<PAGE>


NOTICES AND WARNINGS

34.  Any notice sent by one party to the other by registered or ordinary mail to
     the address first above given or to the address of the Pledgor's registered
     office or to such other address as the Pledgor shall notify the Bank in
     writing, shall be deemed to be sufficient notice received by the Pledgor
     within 72 hours from the time of despatch of the letter containing the
     notice. A written statement by the sending party shall serve as conclusive
     evidence regarding the time of despatch of such notice.


GOVERNING LAW AND PLACE OF JURISDICTION

35.  (a)  This debenture shall be construed in accordance with the laws of the
          State of Israel.

     (b)  The exclusive place of jurisdiction for the purpose of this Debenture
          is hereby established as the Tel Aviv-Jaffa court




IN WITNESS WHEREOF THE PLEDGOR HAS SIGNED



/s/ Aviv Boim
-------------
ORCKTI COMMUNICATIONS LTD.


                                       11
<PAGE>


I, the undersigned ADAM KLEIN Adv., acting as the legal counsel of ORCKIT
COMMUNICATIONS LTD. No.52-004287-0 (the "COMPANY"), hereby confirm that the
Company signed upon the above document through its authorized signatory Mr.
Izhak Tamir, President, and/or Mr. Aviv Boim, Chief Financial Officer, according
to a resolution duly adopted on DECEMBER 1, 2004, and to its constituting
documents, and I further confirm that the above signature is binding upon the
Company for any intent or purpose.


/s/ Adam Klein                                                        7/12/04
--------------                                                        -------
STAMP AND SIGNATURE OF LEGAL COUNSEL                                   DATE


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<PAGE>


                                   SCHEDULE A

        TO DEBENTURE BETWEEN ORCKIT COMMUNICATIONS AND BANK HAPOALIM B.M.

Secured Promissory Note, dated March 30, 2004, of Orckit in favor of HSBC Bank
USA in the principal amount of $5,000,000, a copy of which is attached hereto.

Secured Promissory Note, dated March 30, 2004, of Orckit in favor of HSBC Bank
USA in the principal amount of $11,000,000, a copy of which is attached hereto.

Secured Demand Note Grid, dated July 15, 2004, of Orckit in favor of HSBC Bank
USA in the principal amount of $20,000,000, a copy of which is attached hereto.


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