EXHIBIT 4.11

Account No(s)
243640

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                                                            Identity Card No./
    Customer's Name           Address and Area Code       Corporation Register. No.       Telephone No.
-------------------------- --------------------------- ----------------------------- ------------------------
<S>                        <C>                         <C>
Orckit Communication Ltd.  126 Yigal Alon Street,      52--004287-0
                           Tel Aviv 67443

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TO
BANK HAPOALIM B.M.
GIVATAIM BRANCH (640)


                              LETTER OF UNDERTAKING

   MADE AND EXECUTED AT Tel Aviv, ON THE 5th DAY OF December, IN THE YEAR 2004

WHEREAS             I, the undersigned, have requested and/or shall request from
                    Bank Hapoalim B.M. (hereinafter "the Bank") to provide me,
                    from time to time, with credit by means of loans and/or
                    overdrafts and/or revolving credit in U.S. Dollars and/or in
                    any other freely convertible foreign currency (hereinafter
                    "Credit" or "the Credits") in a foreign currency account
                    (hereinafter - "the Account"), in accordance with the terms
                    of this Letter of Undertaking;

AND WHEREAS         the Bank has made its compliance with my request dependent,
                    inter-alia, upon my signing this Letter of Undertaking.

ACCORDINGLY I HEREBY DECLARE AND COVENANT AS FOLLOWS:


REQUEST FOR PROVISION OF CREDIT

1.   In order to induce the Bank to provide me with Credit, I must furnish the
     Bank with an appropriate request in the form laid down by the Bank; but the
     mere receipt of any such request by the Bank shall not oblige the Bank to
     provide any Credit or to comply with the request, and so long as the Bank
     does not grant the Credit, it shall be entitled, in its discretion, to
     refrain from allocating same. In any event, the terms of this Letter of
     Undertaking shall apply to any Credit, whether provided prior to the
     signing of this Letter of Undertaking or thereafter, unless otherwise
     agreed in writing between the Bank and myself.


INTEREST, ADDITIONAL INTEREST, DEFAULT INTEREST AND LEVIES

2.   (a)  Any Credit allocated to me in the framework of this Letter of
          Undertaking shall carry interest at the rate set out in my request for
          provision of such Credit which the Bank has complied with.

     (b)  I undertake to either pay back the Loan promptly, and in any case
          within 7 business days, after receiving notice from the Bank pursuant
          to this section, or to pay to the Bank from time to time additional
          amounts (hereinafter - "additional interest") which in the opinion of
          the Bank will compensate the Bank for any increased cost of the Credit
          incurred by the Bank for any reason, including the increased cost of
          the Credit to the Bank -

          (1)  Arising from any obligation under any law or agreement or
               otherwise, imposed on or incurred by the Bank, or from any demand
               made upon the Bank by the Bank of Israel and/or by any competent
               or other authority in Israel or abroad:



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               (aa) To hold liquid assets to any degree or in any currencies in
                    directly in connection with the granting of the Credit
                    and/or the continued funding of the Credit; and/or

               (bb) To pay and/or make provision for any payments whatsoever to
                    the State Treasury and/or to the Bank of Israel and/or to
                    any competent and/or other authority in connection with the
                    granting of the Credit and/or the continued funding of the
                    Credit; or

          (2)  If as a result of any aforesaid obligation or demand the Bank is
               unable to obtain the rate of return on its overall capital which
               it would have been able to obtain if not for having complied with
               my request to provide me with the Credit.

     (c)  If I do not repay the Credit on the date specified therefor in my
          request for provision of such Credit and/or if I do not repay any sum
          which I am obliged to pay the Bank pursuant to this Letter of
          Undertaking and/or pursuant to my request for provision of such
          Credit, then that sum shall carry default interest at 4.0% per annum
          in excess of the rate of interest applicable to the Credit
          (hereinafter - "Default Interest") from the due date of payment of
          that sum - or if there is no due date for the payment thereof - from
          the date of the Bank's written demand to pay same plus ten (10)
          working days until its actual payment in full.

     (d)  Default Interest shall be calculated by the Bank on the daily, weekly
          or other balances outstanding, as the Bank in its discretion shall
          decide, and shall be paid by me or capitalised at the end of each
          quarter, or any other period as the Bank shall decided in its sole
          discretion.


COMMISSION FOR ALLOCATION OF CREDIT

3.   (a)  In consideration for the allocation of Credit, I shall pay the Bank in
          advance a commission (hereinafter - "Commission for Allocation of
          Credit") at a rate to be fixed by the Bank in its discretion prior to
          the date on which any Credit is allocated and set forth in the
          applicable Application (as defined below).

     (b)  The Bank shall be entitled from time to time to vary the rate of the
          Commission for Allocation for the balance of the Credit, as stated
          and/or will be stated in the applicable Application for Provision of
          credit (hereinafter - "the Application") signed and/or will be signed
          by me.

     (c)  The Bank shall be entitled to debit the Account at the commencement of
          each calendar quarter or at the commencement of any other period
          determined by the Bank for Provision of Credit with the amount of
          commission for such quarter or such other period.

     (d)  Without derogating from the above, the Bank shall be entitled, from
          time to time, in its discretion, by the giving or sending of notice to
          me, to vary the sums, rates and conditions referred to in the various
          sub-sections of this paragraph.

PLACE AND MANNER OF PAYMENT; TAXES

4.   (a)  All payments to be paid by me pursuant to this Letter of Undertaking
          shall be made to the Bank free of any taxes (other than withholding
          tax under Israeli law, if any), deductions or charges and without
          set-off or counterclaim, in lawful and freely transferable currency
          denominated in the currency of the Credit and in funds available to
          the Bank at the branch I received the Credit or at any place nominated
          by the Bank, provided that 30 (thirty) days prior notice thereof shall
          have been given to me by the Bank.

     (b)  If at any time, any applicable law, regulation or regulatory
          requirement of any governmental authority, monetary agency or central
          bank requires me or any financial institution through which payment is
          made, to make any deduction or withholding in respect of any Credit to
          which this Letter of Undertaking is applicable, other than a
          requirement under Israeli law to withhold income tax at the source, if
          any, the sum due from me in respect of such payment shall be increased
          to the extent necessary to ensure that, after the making of such
          deduction or withholding, the Bank receives on the due date for such
          payment a net sum equal to the sum which it would have received had no
          such deduction or withholding been required to be made, and I shall
          indemnify the Bank against any losses or costs actually incurred by it
          by reason of any failure to make any such deduction or withholding or
          by reason of any increased payment not being made on the due date for
          such payment. I shall promptly deliver to the Bank any receipts,
          certificates or other proof evidencing the amounts (if any) paid or
          payable in respect of any deduction or withholding as aforesaid.


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APPLICATION OF PAYMENTS

5.   Every sum, payment or credit of every kind whatsoever, which shall be paid
     or received to my credit or in my favour, as well as all sums which shall
     be in the hands of the Bank as a result of realisation of any security
     which has or will have been given by me or others on my behalf, shall serve
     for repayment and/or to secure repayment of the Credit, interest,
     Additional Interest, Default Interest, commissions payable by me if any
     (hereinafter - "Commissions") and other payments, in the order of
     precedence to be determined by the Bank.


REPRESENTATIONS AND WARRANTIES

6.   (a)  I have the power to execute, deliver and perform my obligations under
          this Letter of Undertaking and to borrow the amount of the Credit; all
          necessary action has been taken to authorise the execution, delivery
          and performance of this Letter of Undertaking and all other documents
          to be executed and delivered by me in connection with same or pursuant
          thereto.

     (b)  This Letter of Undertaking constitutes my valid and legally binding
          obligations.

     (c)  The execution and delivery of, the performance of my obligations
          under, and the compliance with the provisions of this Letter of
          Undertaking by me, will not (i) conflict with, or result in any breach
          of, any of the terms of, or constitute a default under, any agreement
          or other instrument to which I am a party or subject or by which I or
          any of my property is bound, (ii) contravene or conflict with any
          provisions of the instruments constituting or defining my
          constitution.

     (d)  No event has occurred and is continuing that constitutes, or that with
          the giving of notice or the lapse of time or both, would constitute an
          event specified in Paragraph 16 hereof or would constitute a default
          under any agreement or instrument evidencing any indebtedness of mine,
          and no such event will occur upon the provision of the Credit.

     (e)  No consent or approval of or notice to any creditor of mine is
          required by the terms of any agreement or instrument evidencing any
          indebtedness of mine, for the execution or delivery of, or the
          performance of the obligations under this Letter of Undertaking.

     (f)  There are no actions, proceedings or claims pending, or to my
          knowledge threatened, the adverse determination of which might have a
          materially adverse effect on my financial condition or impair my
          ability to perform my obligations under or affect the validity or
          enforceability of this Letter of Undertaking.

PREPAYMENT

7.   (a)  The Bank shall be obliged to accept from me payment on account of the
          Credit and/or interest and/or Additional Interest and/or Commissions
          if any on any day, prior to their due date. Any pre payment that will
          be made in the Interest Payment Dates (as defined in each Application)
          will be free from prepayment fee or commission or the like of any
          kind.

     (b)  Subject to any provisions of law and to subsection 7.A. above when the
          Bank receive my request for prepayment , the Bank shall be entitled to
          debit my account, whether in Israel currency or in foreign currency,
          in an amount sufficient to repay the amount being prepaid.


                                        3
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SECURITY

8.   As security for the due and punctual performance of all or any of my
     undertakings hereunder or pursuant hereto, all securities given or which
     shall be given by me and/or on my behalf to the Bank and also all bills and
     other negotiable instruments which I and/or my guarantors have delivered
     and/or shall deliver to the Bank from time to time, shall serve as
     collateral as well as all the additional securities which may be given by
     me to the Bank after the signing of this Letter of Undertaking.

9.   At any time, upon the Bank's first demand under the provisions of this
     Letter, and in order to secure all my obligations in respect of any Credit
     or pursuant to this Letter of Undertaking, I shall furnish the Bank with
     additional securities which the Bank may reasonably demand, and such
     securities and/or others which the Bank may agree to accept shall serve as
     collateral in accordance with Paragraph 8 hereof.

10.  The furnishing to the Bank of the securities referred to in Paragraphs 8
     and 9 hereof will constitute incontrovertible proof that they have been
     tendered to the bank as security for the repayment of the sums owed by me
     in respect of any Credit or pursuant hereto and no deed of charge or other
     special document need be executed or delivered to the Bank in order to
     extend or apply such securities to the aforesaid sums which are hereinafter
     referred to as - "the above sums".

11.  (a)  Where the Bank holds bills as defined in Paragraph 32 hereof
          (hereinafter - "the bills") signed or endorsed or guaranteed by me and
          given to the Bank for collection, safe keeping and/or security or
          otherwise, they shall be and shall be deemed pledged and charged to
          the Bank by way of a first ranking pledge and charge and, if an event
          described in Paragraph 16 hereof shall have occurred and be
          continuing, the Bank may sell or discount the bills with third
          parties, take any legal or other action which the Bank deems fit for
          the collection of the bills and debit my account with the costs of
          collection. The Bank may settle with the drawers or makers, endorsers
          or guarantors or any one of them on different terms, waive, release,
          accept from them partial consideration and apply the consideration of
          the bills in satisfaction of any amounts owed or owing or which may be
          owed by me to the Bank. Receipt of bills or their full or partial
          consideration as aforesaid shall not derogate from my obligation to
          pay the full amount of the above sums. I hereby declare that the bills
          tendered or which may be tendered by me to the Bank from time to time
          are in my sole possession and ownership, free from any charge,
          attachment or third party rights of any kind and that I am fully
          entitled to pledge and charge them to the Bank.

     (b)  The following provisions shall apply to the bills signed, endorsed or
          guaranteed by me which the Bank may hold:

          (i)  The Bank shall be exempted from all the duties of the holder of a
               bill including presentment, notice of dishonour and protest, and
               all my obligations arising form my signature, endorsement or
               guarantee, as the case may be, shall remain in force, provided
               that the Bank employed the same standard of care that it employs
               with respect to its own such documents.

          (ii) Reserved.

          (iii) In any case where the bills are given to the Bank for discount
               or otherwise and I have received consideration therefor and the
               bills are not paid, the bank may debit my account with the amount
               of the bills unpaid.

          (iv) Reserved.

          (v)  I hereby warrant that, to the best of my knowledge, the
               signatures, the endorsements and the signatures of the guarantors
               are genuine and authentic and that the bills are complete and
               regular and have been duly stamped.


                                        4
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          (vi) I agree that in case the Bank itself decides to sell the bills,
               advance notice of ten (10) business days as to the steps about to
               be taken by the Bank shall be deemed to be a reasonable period of
               time for the purposes of Section 19(b) of the Law of Pledge
               5927-1967 or any other provision of law replacing same.

          (vii) I hereby undertake not to create, without the prior written
               consent of the Bank, any pledge, assignment or other form of
               charge on the bills having prior, equal or deferred rights to
               those conferred on the Bank hereunder.

12.  In any case where any deed of charge serves as security for the payment of
     the above sums or for the performance of the undertakings herein contained,
     it is hereby expressly stipulated that the deed of charge forms an integral
     part of this Letter of Undertaking and all the terms and conditions,
     declarations and obligations contained in the deed of charge form an
     integral part of this Letter of Undertaking and are included herein. It is
     also hereby expressly stipulated that this Letter of Undertaking shall not
     operate so as to derogate from or alter the deed of charge.

13.  All the bills, guarantees, charges and other securities given or which may
     be given to the Bank by me or by others on my behalf in order to secure the
     payment of the above sums or the performance of my obligations pursuant to
     this Letter of Undertaking, shall be cumulative and independent of each
     other, shall not affect nor be affected by any other securities held by the
     Bank and shall serve as continuing or revolving security until such time as
     all of the above sums shall have been paid in full. The Bank may realise
     the securities by any order it may deem fit and the realisation of any one
     security shall not affect or detract from any other security.

14.  To the extent securities are provided by the Company as security, if at any
     time, in the estimation of the Bank and at its absolute discretion, the
     value of the securities given to the bank is or will become insufficient to
     secure the payment of the above sums or the performance of my undertakings
     hereunder, or any of the securities given to the Bank is about to lapse, I
     hereby undertake to pay to the Bank upon the Bank's first demand any amount
     required by me by way of additional security or to provide the Bank with
     other security acceptable to the Bank and should I fail to comply with any
     such demand, the Bank shall be entitled to realise the securities, in whole
     or in part, and in particular any such security or securities which is or
     are about to lapse, in such manner and on such conditions as the Bank shall
     deem fit and to apply the amount or amounts so obtained (after deduction of
     any costs) towards payment of the above sums.


THE BANK'S RIGHT TO ALTER THE TERMS OF THE CREDIT

15.  (a)  The Bank shall be entitled at any time, at its sole discretion, to
          notify me of its refusal to grant me any Credit, in whole or in part,
          or the reduction of any Credit approved but not granted and/or which
          may be approved pursuant hereto or of the limitation of the Credit to
          the utilised balance thereof. Such notice shall come into force within
          five (5) working days upon receipt by me. Upon the coming into force
          of such notice I shall not be entitled to any Credit over and above
          the amount available as a result of such notice.

     (b)  The Bank shall be entitled at any time following an event specified in
          section 16 below, to cancel any Credit approved and/or which may be
          approved or to reduce it below the Credit approved, provided only that
          there be sent or given to me at least 30 days' prior notice thereof.
          Whenever the Bank cancels any such credit or reduces it as above, in
          whole or in part, I undertake to pay the amounts becoming due to the
          Bank account for such cancellation or reduction within 3 business days
          of the Bank's demand. The foregoing not withstanding, the Bank may
          demand immediate payment of all or a portion of the Credit granted
          without any prior notice where any of the events specified in
          Paragraph 16 of this Letter of Undertaking has occurred.

     (c)  Where the Bank reduces or withdraws the Credit as above, the Bank
          shall refund to me or credit my account with such part of the
          Commission for Allocation of Credit paid by me in respect of the
          period of time and amount reduced from the Credit. Refund of part of
          the Commission for Allocation of Credit or the crediting of my account
          as above will be made as of the day of reduction of the Credit or its
          actual repayment.

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IMMEDIATE REPAYMENT

16.  Without derogating from the generality of this Letter of Undertaking, the
     Bank shall be entitled to demand the immediate payment of all the above
     sums in any one of the events enumerated below, in which case I undertake
     to pay the Bank all the above sums, and the Bank shall be entitled to debit
     any of my accounts with any of the above sums and to take whatever steps it
     sees fit for the collection thereof and in particular to realise on my
     account the securities by any means permitted by law. The events are as
     follows:-

     (a)  If I commit a breach of or fail to perform the Covenants as defined or
          of any other obligation which I have incurred or may incur towards the
          Bank in relation to any Credit granted or which may be granted
          pursuant to this Letter of Undertaking or if it transpires that any
          declaration or representation made by me in relation to the granting
          of any Credit pursuant hereto is false or inaccurate and such breach
          continues unremedied for a period of 30 days after receipt by me of a
          written notice thereof from the Bank.

     (b)  If I adopt a resolution for a structural change as regards myself,
          whether as an absorbing company a transferring company or a spin-off,
          or I adopt a voluntary winding up resolution or if an order for
          winding up is made against me or if my name 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 over my assets having an aggregate fair
          market value of more than $4,000,000 for each year, or if an order is
          made against me for receivership or an interim liquidator or special
          manager is appointed over me.

     (d)  If an attachment or similar process of execution is levied against any
          of my material assets or against any collaterals having a fair market
          value in excess of $4,000,000 for each year, given by me or on my
          behalf to the Bank and such attachment is not removed within sixty
          (60) days.

     (e)  If there is a change in control affecting my constitution as against
          my constitution on the day of signature of this Letter of Undertaking.

     (f)  If I cease to pay my debts in general or to conduct my business.

     (g)  If work at my business ceases or is substantially curtailed for two
          months or more.

     (h)  Reserved.

     (i)  If I fall behind in the payment of any amount owed by me to the Bank
          for more than 7 (seven) business days.

     (j)  If I do not furnish the Bank with periodic financial statements, books
          of account and other authorities and materials in relation to the
          state of my affairs, as provided in Paragraph 22 hereof, or if I am
          required so to do and I do not comply with any such requirement and do
          not cure it within 7 Business days from the Bank's notice.

     (k)  If there is a decrease in the number of my shareholders and/or members
          below the minimum number required by law.

     (l)  Reserved.

     (m)  Reserved.


                                        6
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     (n)  If I shall be required to make early repayment by means of
          acceleration after defaulting on debts which I owe to other creditors,
          in the aggregate amount of $4,000,000 or more, for each year.

     (o)  Reserved.

     (p)  Reserved. .

17.  If I do not repay any of the above sums on the expiration date of the
     Credit or upon same becoming due for immediate repayment pursuant to
     Paragraph 16 hereof, (each of such dates being hereinafter called - "the
     due date of payment") then the above sums shall carry Default Interest from
     the due date of payment until their actual final payment.


OTHER RIGHTS OF THE BANK

18.  (a)  To the extent expressly authorized by applicable banking laws, the
          Bank shall have the right of possession, lien and set-off over any
          amounts, assets and rights including gold, securities, coins, bank
          notes, documents in respect of goods, insurance policies, bills,
          assignments of rights, deposits, collaterals and their countervalue
          held at the Bank at any time for me or on my behalf including such as
          have been delivered to the Bank for collection, security, safe-keeping
          or otherwise. The Bank shall be entitled to retain the said assets
          until payment in full of the above sums or to realise them by selling
          them and applying the countervalue thereof in whole or in part to the
          payment of the above sums, solely up to the overdue amount.

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

          (i)  To apply to any amounts owed by me, any amounts owed to me by the
               Bank in any account or manner or for any reason (even before the
               maturity of the amounts owed to me by the Bank as aforesaid).

          (ii) To purchase for my account, any amount in foreign currency which
               may be required for payment of any of the amounts owed by me, or
               to sell any foreign currency standing to my credit at the Bank
               and to apply the proceeds to the payment of any of the amounts
               owed by me.

          (iii) To debit any of my accounts with any of the amounts owed by me,
               irrespective of whether I have been called upon to effect payment
               thereof pursuant hereto or not.

          (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 me 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 me.

               (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 me and
                    in the course of the 10 day period an attachment order or a
                    receivership notice affecting me is received or a similar
                    event occurs, such application may be made immediately.


                                        7
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          (v)  Any purchase or sale under sub-clause (b)(ii) 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 my credit at the Bank, or which may be
               obtained by realising collaterals given or which may have been
               given by me to the Bank.

               The term "the rate prevailing at the Bank" shall mean, with
               respect to any purchase of foreign currency for our account, the
               highest rate for cheques and transfers at which the Bank at any
               relevant time generally sells to is 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 our account, the lowest rate for the 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.

          (iv) I hereby declare that I am aware of the fact that in such cases
               where the Bank may use its rights of set-off prior to the
               maturity of any of my deposits or any part of them, my rights may
               be affected (for example in relation to interest rates, linkage
               differences, exchange differences, rights to bonuses or loans,
               tax exemptions or reductions, deductions at source, the right not
               to be debited with charges and fees necessarily resulting from
               making any such set-off, if according to the terms governing any
               such account I had such rights). Nevertheless, I agree to bear
               all the costs and charges incurred by making any such set-off.

19.  To the extent permitted by the terms hereof, I hereby instruct and
     authorise the Bank to debit from time to time my account the number of
     which is first above written with any amount required to pay the above
     sums.

     These instructions and authorisation do in no ways derogate from the Bank's
     right to debit any other account of mine as provided in paragraphs 17 and
     18 hereof. If the state of any account of mine does not allow it to be
     debited by the Bank in order to effect final payment of any amount on
     account of the above sums, the Bank may disregard my instructions and
     authorisation 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 above sums and accordingly to take whatever
     action it sees fit pursuant to the provisions hereof.

20.  The Bank shall be entitled at any time to debit any of my accounts
     (including such accounts held by me jointly and severally with other
     parties) with any sum due or which shall be due from me in any way and
     apply any sums received from or for me, to whichever account of mine it may
     see fit and to pass any amount standing to my credit to any other account
     of mine, as it may see fit.

21.  (a)  I hereby confirm that the Bank's books, accounts and entries shall be
          binding upon me, shall be deemed to be correct and shall be prima
          facie evidence against me in all their particulars, including all
          reference to the calculation of the above sums, the particulars of the
          bills, guarantees and other securities and any other matter related
          hereto. Notwithstanding, I shall have the right to show faults or
          inaccuracies in such Bank's books, accounts and entries.

     (b)  I hereby confirm receipt of the Bank's notification that according to
          the Protection of Privacy Law, 5741-1981:

          (i)  All the particulars furnished or which may be furnished by me to
               the Bank may be used by the Bank in the normal course of its
               operations at its own discretion;

          (ii) All the particulars furnished or which may be furnished by me to
               the Bank shall be stored in keeping with the Bank's requirements
               from time to time in data bases of the Bank and/or of suppliers
               to the Bank from time to time of computer and data processing and
               warehousing services.

          and I hereby confirm my agreement thereto.


                                        8
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FINANCIAL STATEMENTS

22.  (a)  I am aware that since I am obliged by law to prepare periodic
          financial statements, the furnishing of such financial statements to
          the Bank in accordance with the regulations for the supervision of
          banks and/or of the Bank of Israel and/or any provision of law is a
          condition precedent for the provision of Credit, and I undertake to
          furnish same as aforesaid, in the form laid down by law or in
          accordance with generally accepted accounting principles and, with my
          consent, with such regularity as may be requested of me by the Bank
          from time to time.

     (b)  From time to time, as required by the Bank but not more frequent than
          on a quarterly basis, I shall allow a representative of the Bank to
          peruse during usual working hours, all balances sheets, financial
          statements, books of account, card indexes, ledgers and other
          authorities and materials in relation to the state of my affairs.


ACCEPTANCE OF ORDERS AND NOTICES NOT REDUCED TO WRITING

23.  The Bank shall be entitled, in its sole discretion, to accept or refuse any
     orders or notices given verbally, by telephone or by any other mode which
     is not reduced to clear and legible writing. In the event that the Bank
     agrees to act on my instructions or request not being an instruction in
     writing in the usual way, I accept 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.


RIGHT OF ASSIGNMENT; ADMINISTRATION OF THE CREDIT

24.  (a)  The Bank may at any time at its own discretion and without my consent
          being required, transfer and/or assign its rights in relation to the
          above sums and/or arising from this Letter of Undertaking, in whole or
          in part, including the securities given or to be given, in whole or in
          part, and that transferee and/or assignee would be bound by the terms
          and agreements reached by me and the Bank regarding the above sums and
          any transferee and/or assignee may also re-transfer and/or reassign
          the said rights without any further consent being required from me
          accordingly. Such transfer and/or assignment may be effected in any
          way the Bank or any subsequent transferor and/or assignor deems fit.

     (b)  I agree that I may not assign or transfer any of my rights or
          obligations in relation to any Credit given or which may be given
          pursuant to this Letter of Undertaking, without the prior written
          consent of the Bank.

25.  The Bank may administer the Credit or any part thereof by booking same with
     any of its branches, whether in Israel or abroad. The Bank may at any time
     and from time to time at its own discretion and without any consent being
     required from me, transfer the administration of the credit or any part
     thereof from one branch of the Bank to another, whether in Israel or
     abroad. The Bank may at any time and from time to time at its own
     discretion and without any consent being required from me, sell
     participations or assign its rights in relation to the credit or any part
     thereof or in relation to the above sums or any of them and/or any of its
     rights arising from this Letter of Undertaking, and any participant or
     assignee may also sell its participation or reassign its rights without any
     further consent being required from me. The sale of such participation or
     such assignment may be effected in any way the Bank or any subsequent
     assignor deems fit.


DEPOSIT OF COLLATERALS

26.  The Bank may deposit all or any of the collaterals given or which may be
     given in relation to the above sums and/or pursuant hereto with a bailee of
     its own choosing, at its discretion and at my expense, and may substitute
     such bailee with another from time to time. The Bank may register all or
     any of the collaterals with any competent authority in accordance with any
     law and/or in any public register.


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<PAGE>


THE CUSTOMER'S DUTY TO NOTIFY

27.  (a)  I undertake to notify the Bank in writing of any contention or
          objection I may have, if any, in connection with any statement,
          extract of any account, confirmation or notice received from the bank
          including information received through any automatic terminal
          facility.

     (b)  Without derogating from the other provisions of this Letter of
          Undertaking, any waiver, extension, concession, acquiescence or
          failure to act (hereinafter: "waiver") on the Bank's part as to the
          non-performance, partial performance or incorrect performance of any
          of my obligations pursuant to this Letter of Undertaking, such waiver
          shall not be treated as a waiver on the part of the Bank or 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 shall in no way affect any of my obligations.

28.  I hereby undertake to notify the Bank within 7 business days:

     (a)  Of any claim of right to any security given or which may be given in
          the future to the Bank pursuant hereto and/or of any execution or
          injunction proceedings or other steps taken to attach, preserve or
          realise any such security.

     (b)  Of any of the events enumerated in Paragraph 16 above.

     (c)  Of any change of address.

     (d)  Of any application for winding-up my affairs which is filed against me
          or by me as well as the adoption by me of a resolution for voluntary
          winding-up and/or merger.

     (e)  Of any application to have me declared bankrupt or to appoint a
          receiver over my property or any part thereof.


EXPENSES

29.  All of the expenses (as defined in the Bank's scale of charges) in
     preparing this Letter of Undertaking ,the stamping thereof and all and any
     expenses involved in the enforcement thereof or in the realisation of the
     securities for the enforcement thereof (including customary fees of the
     Bank's advocates in respect of said enforcement), shall be paid by me to
     the Bank upon notice of seven business days from the Bank's first demand,
     together with interest at the maximum rate prevailing at the Bank at the
     time and from time to time on excesses and/or arrears in current debitory
     accounts from the date demand was made until payment in full, and until
     payment in full the aforesaid expenses together with the interest thereon,
     shall be secured by the securities mentioned in Paragraph 8 hereof.
     Moreover, the Bank may debit any account of mine with the aforesaid
     expenses together with interest thereon.

30.  Should this Letter of Undertaking or any request for the provision of
     Credit be signed by two or more persons or entities, the signatories shall
     be liable jointly and severally for the performance of all the obligations
     herein contained.


ESSENTIAL PROVISIONS

31.  Paragraphs 1, 2, 3, 4, 6, 8, 9, 14, 15, 16 and 22 are essential provisions
     of this Letter of Undertaking.



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<PAGE>


INTERPRETATION

32.  In this Letter of Undertaking - (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 every one of the Bank's
     branches or offices 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, collaterals, assignments, bills of lading,
     deposit notes and any other negotiable instruments; (e) the recitals hereto
     form an integral part hereof; (f) the term "Bank's books" shall be
     construed so as to include any book, record, statement of account, any copy
     of any statement of account, loan agreement, deed of undertaking,
     customers' bill, card index, page, film, any means of storage and retrieval
     of data for purposes of electronic computers and any other means of storage
     and retrieval of date; (g) the term "entries" shall be construed so as to
     include any entry or copy of any entry, irrespective of whether entered or
     copied by hand or by typewriter or entered or copied by printing,
     duplication, photocopying (including microfilm or microfiche) or by any
     mechanical, electrical or electronic means or by any means of electronic
     computer recording or by any other means whatsoever of recording or
     representation of words or numbers or other signs or symbols generally
     employed by banks.


DISCLOSURE OF INFORMATION

33.  Any branch or agency of the Bank on whose books any Credit or any part
     thereof is recorded may disclose to the Head office of the bank, to any
     participant, to a potential participant, assignee or transferee, to any
     other person who may propose entering into contractual relations with the
     Bank in relation to any such Credit or any part thereof, or to the Bank of
     Israel, the Examiner of banks, the Controller of Foreign Exchange or any
     person acting under their authority or to any other regulatory authority
     having jurisdiction over such branch or the Head Office of the Bank, or to
     the Head Office of the bank for delivery by the latter to any such
     regulatory authorities, such information about me or any Credit granted on
     the strength hereof as may be required by such regulatory authorities or as
     the branch or Head Office of the Bank may deem appropriate.


NOTICES

34.  The Bank may give any notice pursuant hereto by sending same to me or by
     any other means. Any notice sent by the Bank to me by ordinary or
     registered mail according to the address first above written or to such
     other address in Israel as I shall notify the Bank in writing shall be
     deemed to be sufficient notice received by me within 72 hours of the time
     of dispatch of the letter containing the notice. A certificate in writing
     signed by the Bank shall be conclusive as to the time of dispatch of any
     such notice.


GOVERNING LAW AND PLACE OF JURISDICTION

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

     (b)  For the purposes hereof, the exclusive place of jurisdiction shall be
          the Tel Aviv - Jaffa court.

     (c)  I hereby agree that any summons, notice or judgement or other legal
          process or document in connection with proceedings referred to in
          paragraph (b) hereof, may be served upon me by delivering the same to
          my agents in Israel, namely


                                       11
<PAGE>


          I shall be entitled at any time and from time to time by notice in
          writing to the Bank by registered letter, to change my agents in
          Israel and/or their address in Israel for service of process or any
          other such document upon me.


CURRENCY INDEMNITY

36.  I agree to indemnify the Bank against any loss incurred by it as a result
     of any judgement or order being given or made for the payment of any of the
     above sums and such judgement or order being expressed in a currency other
     than the currency in which any such sum is payable and as a result of any
     variation having occurred in the rates of exchange between the date on
     which any such sum becomes due pursuant hereto and the date of actual
     payment thereof. The foregoing indemnity shall constitute a separate and
     independent obligation of mine and shall apply irrespective of any
     indulgence granted to me from time to time and shall continue in full force
     and effect notwithstanding any such judgement or order.





                      AND IN WITNESS WHEREOF I HAVE SIGNED

                                  /s/ Aviv Boim
                                  -------------
                            ORCKIT COMMUNICATION LTD.

I, the undersigned ADAM KLEIN Adv., acting as the legal counsel of ORCKIT
COMMUNICATION 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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