Unassociated Document


    Exhibit
4.6


      Unprotected Lease
Agreement

      


      That was
signed in Tel Aviv on the 17th of August 2009

      


      Between:

      


      The
Company Gav Yam Properties Ltd., Company no. 520001736

      Of 24
Prasim Street, Haifa

      (hereinafter:
the “Landlord”)

      Party of the first
part

      


      And
between:

      


      The
Company Fundtech Ltd. Company no. 520043753

      Of 12
Hahilazon Street, Ramat Gan

      (hereinafter:
the “Tenant”)

      


      Party of the second
part

      


      
        	
                Whereas:

              	
                The
      Landlord declares and undertakes that it is the lawfully registered owner
      of the property known as parcel 337 in block 6518 (hereinafter: the
      “Defined Area”) which is located at 10 Hamada Street in the Industrial
      Zone Herzliyia Pituach all as appearing in the map attached to this
      agreement as Appendix “A”.

              


      

      


      
        	
                And
      whereas:

              	
                The
      Landlord declares that a Structure of 5 floors in the area of
      approximately 8200 square meters known as the “Eastern Structure” as
      appearing in the map (Appendix) (hereinafter: the “Structure”) was
      lawfully constructed in the Defined Area, which includes inter alia the
      Leased Property as defined
hereafter;

              


      

      


      
        	
                And
      whereas:

              	
                The
      Landlord has the exclusive right to lease the Leased Property to the
      Tenant;

              


      

      


      
        	
                And
      whereas:

              	
                The
      Tenant wishes to lease from the Landlord the Leased Property as defined
      hereafter, for the purposes of the lease as defined hereafter; and the
      Landlord wishes to lease the Leased Property as defined hereafter, to the
      Tenant, all in accordance with the terms of the lease hereafter in this
      agreement.

              


      

      


      
        Therefore
it was declared and agreed between the parties as follows:

      

      


      
        	
                1.

              	
                General

              


      

      


      
        	
                 
      

              	
                1.1

              	
                The
      preamble of this agreement constitutes an integral part
      hereof.

              


      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                1.2

              	
                This
      lease agreement includes the map – Appendix A, the plan of the Leased
      Property- Appendix B, land extract- Appendix B1, building permit for the
      additions and changes in the Structure that was given to the Landlord on
      the 6th
      of June 2007 whose number is 20070205 and, permit number 20090126, that
      constitutes a plan of changes to the building permit whose umber is
      20070205 and a permit of changes and use which deviates from industry and
      commerce that was given to the Landlord on the 31st
      of August 2008 whose number 20080150 – jointly and separately, Appendix
      B2; the regulations of the urban zoning plan that applies to the Structure
      – Appendix B3, an Appendix that specifies of the technical casing –
      Appendix C, insurance Appendix – Appendix D, electricity Appendix –
      Appendix E, promissory note – Appendix F, parking lot management Appendix
      – Appendix G, triangle agreement Appendix – Appendix H. Specifications of
      the Tenant’s Works that were approved by the Landlord – Appendix I, the
      architectural planning instructions that were approved by the Landlord –
      Appendix J; work plans that were approved by the Landlord – Appendix K,
      sign Appendix – Appendix L.

              


      

      


      Appendixes
J – K shall be added with their delivery to the Landlord and their approval as
mentioned in section 6.2 hereafter.

      


      In order
to eliminate doubt it is hereby clarified that in any event of a contradiction
between the provisions of this agreement to the provisions of the Appendixes,
the provisions of this agreement shall prevail. The Appendixes constitute an
integral part of the agreement.

      


      
        	
                2.

              	
                Titles and
      Interpretation:

              


      

      


      The
titles of the sections appear for convenience of reading only and they shall not
be sued for interpretation.

      


      It is
hereby agreed, as a prevailing provision, that the provisions of this agreement
prevail over all the provisions stipulated in the Appendixes of this agreement,
and in any event of a contradiction the provisions of this agreement shall
prevail.

      


      Without
derogating from the other definitions that appear in this agreement, the
following terms shall be interpreted in accordance with the provisions next to
them in other words:

      


      
        	
                 
      

              	
                2.1

              	
                “the
      Leased Property” – part of the “Structure”, as defined above, in the area
      of approximately 3988 square meters, located on the 3rd
      and 4th
      floors, and part of the 5th
      floor, according to the specifications hereafter: 3rd
      floor – in the area of approximately 1,660 square meters (hereinafter:
      “3rd
      Floor”) 4th
      floor- in an area of approximately 488 square meters (hereinafter: 5th
      Floor”) all as marked by the color yellow in Appendix B above, and which
      shall exclusively serve the Tenant (hereinafter and together – the “Leased
      Property”).

              


      

      In order
to eliminate doubt it is clarified that the area of the Leased Property as
specified above, includes a relative part of the public areas in the
Structure.

      


      
        	
                 
      

              	
                2.2

              	
                The
      “Building Permit” – building permit no. 20070205 and changes permit no.
      20080150 and no. 20090126 that was given to the Structure for performing
      additions and changes whose copy is attached hereto as Appendix
      B2.

              


      

      


      
        	
                 
      

              	
                2.3

              	
                “The
      Date of Delivering the Leased Property to the Tenant for Performing the
      Works” – within 7 days from the date of signing this
      agreement.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                2.4

              	
                The
      “Delivery Date” or the “Delivery Date of Possession” – 1st
      of April 2010 or the occupancy date in actual fact whichever is the
      earlier.

              


      

      


      In this
respect the Tenant undertakes to act with proper diligence in order to inhabit
in actual fact the Leased Property at the earliest time possible and insofar as
possible even before the date stipulated above.

      


      
        	
                 
      

              	
                2.5

              	
                The
      “Supervisor” – Any person from the Supervision Office, and this is
      according to the sole decision of the
Landlord.

              


      

      


      
        	
                 
      

              	
                2.6

              	
                “Supervisor
      on Behalf of the Tenant” Any person on behalf of the
    Tenant.

              


      

      


      
        	
                 
      

              	
                2.7

              	
                The
      “Tenant’s Architect or the Project Manger on behalf of the Tenant” – Mr.
      Itzhak Netzer, or any other person or corporation which shall be appointed
      by the Tenant.

              


      

      


      
        	
                 
      

              	
                2.8

              	
                “Specifications
      of the Tenant’s Works” – technical specifications that was prepared by the
      Tenant, for adjusting the Leased Property, according to which the Leased
      Property and all of its parts will be adjusted to the requirements and the
      purposes of the Tenant (including all the different systems: air
      conditioning, sanitation, fire extinguishing systems etc..) that is
      attached as Appendix I of the
agreement.

              


      

      


      
        	
                 
      

              	
                2.9

              	
                “Details
      of the Contents” – all the equipment, the installations and the other
      equipment and items of any type or kind that the Tenant shall assemble
      and/or place in the Leased Property or in any part of it according to the
      specifications of the Tenant’s
Works.

              


      

      


      
        
          	
                  
                  

                	
                  2.10

                	
                  “Layout”
      or “Architectural Design Instructions” – general instructions for
      designing the internal construction of the Leased Property that shall be
      prepared by the Tenant’s Architect that include an architectural plan of
      the Leased Property based on the plans of the Leased Property (Appendix B)
      which shall be prepared by the Tenant and after the Landlord’s approval it
      shall be attached as Appendix J of the
  agreement.

                


        

      

      


      
        	
                
                

              	
                
                  2.11

                

              	
                
                  “Work
      Plans” or “Detailed Work Plans” – work plans for executing the adjustment
      work of the Leased Property, that shall be prepared by an architect on
      behalf of the Tenant, and the other consultants of the Tenant which shall
      be attached as Appendix K of the
  agreement.

                

              


      

      


      
        	
                
                

              	
                
                  2.12

                

              	
                
                  The
      “Tenant’s works” – all the adjustment works for the Leased Property for
      the purpose of the lease, in according to the specifications of the
      Tenant’s Works and the details of the contents, and subject to any changes
      and/or amendments that shall be done in them according to this
      agreement.

                

              


      

      


      In order
to eliminate doubt it is clarified that attaching the Appendixes I, J and K are
for the purpose of informing and for approving them by the Landlord only and
they cannot bind the Landlord in any way in respect to their contents and/or
their compliance with the law.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

      


      
        	
                3.

              	
                Declarations and
      Undertakings of the Landlord

              


      

      


      The Landlord hereby declares
and undertakes as follows:

      


      
        	
                 
      

              	
                3.1

              	
                It
      is the registered owner of the Leased Property and the owner of all the
      rights in it; it is entitled to enter into this agreement with the Tenant;
      it is entitled and it can deliver the possession in the Leased Property to
      the Tenant at the Date of Delivering the Leased Property to the Tenant for
      Performing the Work, and on the Delivery Date, and that at the signing of
      this agreement there is no existing claim and/or demand of a third party
      against it, including any permission against its right in the Leased
      Property and/or any restriction of any kind and/or any other thing that
      prevents the entering into this agreement and/or the performance of this
      agreement by it: The Landlord has the exclusive right to lease the Leased
      Property to the Tenant and the Tenant and the Landlord shall not prevent
      and shall not disturb the Tenant to perform the Tenant’s works subject to
      the existence of the Tenant’s undertakings to furnish the approvals
      required by it as specified in this
agreement.

              


      

      


      
        	
                 
      

              	
                3.2

              	
                At
      the date of signing this agreement, its rights in the Leased Property are
      clear and free from any debt, pledge, mortgage, lien or other or
      additional third party rights, and insofar as it shall pledge its rights
      in the land it shall furnish the Tenant an approval signed by the pledge
      owner regarding his knowledge and approval of the transaction of the
      parties in this agreement and in the event of the realization of the
      pledge/mortgage, the Tenant’s rights according to this agreement shall not
      be harmed.

              


      

      


      
        	
                 
      

              	
                3.3

              	
                The
      Landlord declares that to the best of its knowledge there is nothing
      preventing it under law, including according to the urban zoning plan to
      use the Leased Property for the purpose of the
  lease.

              


      

      


      The
Landlord shall assist the Tenant, insofar as it can do so to receive the
approval of the Municipality of Herziliyia that a business may operate in the
Leased Property for the purpose of the lease and this is without imposing on the
Landlord any responsibility including the bearing of payments.

      


      
        	
                 
      

              	
                3.4

              	
                It
      is not prevented whether according to law or whether according to
      agreement and whether otherwise from signing the lease agreement and
      performing all of its undertakings according to it, and its signature on
      this agreement as mentioned and the performance of its undertakings is not
      a breach of any undertaking towards third
  parties.

              


      

      


      
        	
                 
      

              	
                3.5

              	
                The
      breach of the Landlord’s declarations according to this section, shall
      constitute a fundamental breach of the lease agreement with all that
      entails pursuant to the lease agreement and according to any
      law.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                4.

              	
                The Lease and its
      Period

              


      


      Subject
the aforesaid and the provisions hereafter, the Landlord hereby leased the
Leased Property to the Tenant and the Tenant hereby leases the Leased Property
from the Landlord, for the purposes of the lease specified in section 7
hereafter, for a period of 120 months, starting from the date of the delivery
(hereinafter: the “Lease Period”) provided the Tenant fulfilled all of his
undertakings according to this agreement, including according to sections 8 and
17 of this agreement all in accordance with the provisions of this
agreement.

      


      
        	
                5.

              	
                Receipt of the Leased
      Property

              


      

      


      
        	
                 
      

              	
                5.1

              	
                It
      is known to the parties that the building is an existing building, and the
      Landlord told the Tenant that the building went through renovations by the
      Landlord.

              


      

      


      The
Tenant declares that he checked and approved the Leased Property’s plan
(Appendix B) the technical specifications of the casing (Appendix C) and found
them to be appropriate and suitable to the purposes of the lease according to
this agreement, and that subject to the Landlord not preventing the Tenant’s
works as specified in this section hereafter, and without derogating from the
provisions of section 5.4 hereafter, he undertakes to receive the Leased
Property to his possession at the time of delivery of the possession and
provided the Landlord shall not unlawfully prevent him from receiving the
possession and that this was not prevented due to circumstances of force
majeure.

      


      In order
to eliminate doubt it is clarified that in the event the delivery of possession
shall be delayed only as a result of circumstances that are dependant on the
Landlord as mentioned above, the delivery date shall be postponed and the
Tenant’s obligations that are imposed on him in this agreement accordingly. If
the delay as mentioned exceeded 21 days the Tenant shall be entitled to
compensation in the amount of double the rent only and this is for a period of
up to 90 days from the date that was intended to be the original delivery date.
A delay in delivery in such circumstances that exceeds 90 days shall entitle the
Tenant with the right to cancel this agreement and this is without derogating
from any other right and/or remedy that is conferred upon the Tenant according
to this agreement and according to any law.

      


      
        	
                 
      

              	
                5.2

              	
                The
      Landlord received all the approvals that apply according to law as the
      owner of the Structure and which are required as a condition for using the
      Leased Property and occupying it, and he shall furnish them to the Tenant
      at his request and/or at the request of any authority that shall require
      this from the Tenant.

              


      

      


      
        	
                 
      

              	
                5.3

              	
                The
      parking lot shall be lawfully built and completed (tofes 4 according to
      law).

              


      

      


      
        	
                 
      

              	
                5.4

              	
                Without
      this imposing any liability on the Landlord, the Landlord shall cooperate
      and help the Tenant in respect to the performance of the work and/or the
      receipt of any approval in respect to the Leased Property. If assistance
      shall be required for the Tenant from the Landlord, the Landlord shall
      assist the Tenant according to the Tenant’s
  request.

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                5.5

              	
                If
      any of the authorized authorities shall turn to the Tenant, as a condition
      to operate the Leased Property and/or during the lease period, with a
      demand to receive an approval required according to law which without it
      use shall be prevented in the Leased Property for the purpose of the
      lease, which is not connected and/or dependant on the Tenant and/or does
      not arise from the possession of the Tenant of the Leased Property, then
      the Landlord shall act to furnish to the Tenant and/or the authorities the
      approval or it shall arrange this opposite the relevant authorities. If
      and as a result of the absence of an approval (only) as mentioned the
      Tenant shall be prevented from operating his business in the Leased
      Property and the Tenant shall be forced to vacate the Leased Property,
      according to the requirement of the authorized authorities, the absence of
      the approval shall constitute a fundamental breach of the
      agreement.

              


      

      


      
        	
                 
      

              	
                5.6

              	
                Near
      the date of the delivery of possession, the Landlord shall deliver to the
      Municipality of Herziliyia a notice regarding the existence of this
      agreement and delivering the Leased Property to the Tenant for performing
      the work, however it is agreed that the Tenant shall bear payment of
      municipal taxes only starting from the delivery date as defined in section
      2.4 above.

              


      

      


      
        
          
            	
                  	
                    5.7

                  	
                    The
      Landlord undertakes that on the delivery date and for the entire period of
      the lease, they shall operate central sewage systems, central air
      conditioning systems and elevators, and the Leased Property shall receive
      routine supply of electricity and water at end points in accordance with
      the technical specifications (hereinafter: the “Systems”) and the Tenant
      shall have at all times free and continuous access to the Structure and
      the Leased Property and reasonable use shall be able to be made of the
      Leased Property in accordance with the purposes of the
    lease.

                  


          

           

          At the
signing of this agreement the Leased Property shall be provided to the Tenant
for performing the Tenant’s works as defined above and by the Tenant’s signature
on this agreement he approves that he received the Leased Property for
performing the Tenant’s works as required according to this agreement, when
beforehand a tour was made in the Leased Property, in the presence of the
Tenant’s representatives, the representative of the Landlord and the supervisor,
and a delivery protocol was prepared for delivering the Leased Property to the
Tenant for performing the work that shall be signed by the representatives of
the Landlord and the Tenant, which shall serve as prima facie evidence in
respect to the leased properties condition at the time it was provided to the
Tenant, except in respect to hidden
defects.

        

      

      


      
        
          	
                	
                  5.8

                	
                  The
      Landlord shall be solely responsible to obtain a form 4 (tofes 4) and a
      completion certificate for the Leased Property, insofar as these shall be
      required by the authorities and the Landlord shall be responsible for
      fulfilling his undertakings according to this agreement, in a manner that
      will not prevent and/or restrict the Tenant from obtaining a business
      permit which is required for the Tenant for its actions in the Leased
      Property in accordance with the purposes of the lease, insofar as this is
      required. It is clarified that nothing in this section above can derogate
      from the Tenant’s responsibility to obtain all the permits required for
      obtaining a business license (insofar as this is required) that are
      dependant on him only, except those permits that are derived from the
      Landlord and/or the Structure and/or the project, as specified
      above.

                


        

      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                5.9

              	
                The
      completion work shall be performed by the Tenant as specified in section
      6.2 hereafter.

              


      

      


      
        
          	
                	
                  5.10

                	
                  In
      order to eliminate doubt the Tenant declares that it was brought to his
      knowledge that at the time of delivering the Leased Property the Landlord
      shall and/or other Tenants shall still be performing the completing works
      in the Structure and/or in the other leased properties in the Structure
      and the Tenant shall not have any claim and/or lawsuit towards the
      Landlord in this matter, subject to allowing the Tenant the possibility of
      continuing and/or beginning to perform the work in the Leased Property in
      accordance with the provisions of this agreement and/or to use the Leased
      Property for the purposes of the lese in a reasonable manner, and full
      access shall be given to his customers, and convenient and safe access
      shall be made possible to and from the Leased Property and the parking
      lot. In light of the Tenant’s purpose of the lease the Landlord undertakes
      to take the Tenant and his employees into consideration and allow him to
      work without any disturbance, as much as possible. In respect to this
      section the provisions of section 32 shall apply
  hereafter.

                


        

      

      


      
        	
                6.

              	
                The Leased Property –
      Technical Description and Changes and Performance of
      Work

              


      

      


      
        	
                 
      

              	
                6.1

              	
                At
      the time of delivering the Leased Property to the Tenant for performing
      the work (in other words within 7 days from the date of signing this
      agreement), the Landlord shall deliver to the Tenant at the level of the
      casing according to the technical specifications attached hereto as
      Appendix C, when it is clear and empty from any person and/or object that
      belongs to him, and he shall deliver the keys of the Leased Property to
      the Tenant for performing the adjustment works of the Leased Property for
      the purposes of the Tenant.

              


      

      


      
        	
                 
      

              	
                6.2

              	
                It
      is known and agreed by the parties that completion works are required in
      the Leased Property (hereinafter: the “Completion Works”) and it was
      agreed that the Tenant shall perform them after the date of delivering the
      Leased Property to the Tenant. Accordingly the Landlord agrees that the
      Tenant shall be given permission to perform the completion works in the
      Leased Property in the following
manner:

              


      

      


      
        
          	
                  
                  

                	
                   6.2.1

                	
                  The
      Tenant shall submit to the Tenant a detailed request to perform the
      completion works and the Landlord shall notify him in writing not later
      than 7 (seven) days from the date of submitting this request which
      amendments or changes are required in the Tenant’s request to perform the
      completion works. The Landlord’s comments to the request shall be for
      reasonable reasons in the circumstances of the matter. The Landlord shall
      deliver his comments (if such shall exist) to the Tenant within these 7
      days.

                


        

      

      


      In order
to eliminate doubt, the approval of the design of the completion works by the
Landlord cannot obligate the Landlord in any manner regarding the quality of the
design of the completion work and all of its components.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

      
        
            

          In order
to eliminate doubt, it is clarified that the Tenant shall bring to the Landlord
for approval as mentioned above, also the specified plans of electricity, air
conditioning, safety, plumbing, and construction (if needed) and this is so that
Landlord can examine their suitability to the central systems of the
Structure.

           

          Immediately
after receiving the answer of the Landlord the Tenant shall be entitled to
perform the works which received the approval of the Landlord and this is in
coordination with the Landlord and while preventing any delays and/or
disturbances to the Landlord’s work in the Structure, insofar as they shall be
performed, and/or any damage to the Landlord and/or anyone on his behalf and/or
the work performed in the Structure, by the Landlord and/or anyone on his
behalf. The Landlord undertakes to cooperate with the Tenant in respect to the
approval of the plans and giving his response.  
  


           

          
            	
                    
                    

                  	
                    6.2.2

                  	
                    The
      Tenant shall consult with a plumbing consultant in respect to sprinklers,
      and fire extinguishing pipes in the Leased Property, a construction
      consultant (if needed) and the Landlord’s safety consultant or other
      consultants according to the discretion of the Tenant. It is hereby agreed
      that an unreasonable demand for fees of these consultants shall be brought
      before the Supervisor for a ruling (and the Landlord hereby confirms that
      the Supervisor’s ruling shall bind any consultant as
      mentioned).

                  


          

        

      

      


      
        	
                
                

              	
                
                  6.2.3

                

              	
                
                  Signature
      on a triangle agreement, in the version attached as Appendix
      E.

                

              


      

      


      
        	
                
                

              	
                
                  6.2.4

                

              	
                
                  The
      Tenant undertakes to take out and maintain insurance policies as specified
      in the insurance Appendix – Appendix D and this is starting from the date
      of delivering the Leased Property to the
  Tenant.

                

              


      

      


      
        	
                
                

              	
                
                  6.2.5

                

              	
                
                  Notwithstanding
      the aforesaid, the parties agree that the Landlord shall bear the cost of
      performing the internal completion additions and completions beyond the
      technical specifications and this is up to the amount of 7,353,000 NIS
      (with respect to all of the Leased Property that constitutes the 3rd
      and 4th
      floors and part of the 5th
      floor) with additional Vat under law (hereinafter: the “Completion
      Additions” and the “Work Budget”, respectively). Beyond this amount , the
      Completion Additions shall be financed by the Tenant. In order to
      eliminate doubt: 1) the Completion Work shall not include moveable
      furniture, specific equipment of the Tenant (such as projectors, computers
      etc..) and objects of art and 2) all the items that shall be included in
      the completion work shall be owned by the Landlord and shall remain in the
      Leased Property at the end of the lease
  period.

                

              


      

      


      
        	
                
                

              	
                
                  6.2.6

                

              	
                
                  In
      addition an amount of up to 490,000 NIS shall be provided to the Tenant
      for performing the adjustment works in the casing of the Structure (for
      adjustments of flooring, building bathrooms, entrance doors into the
      Leased Property, conduction of electricity and ventilation to the
      kitchenettes and the cleaning of ceilings). The Work Budget shall be
      provided to the Tenant in accordance with the contractors’ invoices of the
      suppliers that shall be given to the Landlord with an approval of the
      Supervisor on behalf of the Tenant. The Work Budget shall be paid at the
      payments terms of current month + 30
days.

                

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

      


      


      
        	
                 
      

              	
                6.3

              	
                The
      Tenant shall be responsible for receiving any permit insofar as shall be
      required according to any law for performing the completion works
      mentioned in section 6.2 above only and payment for it, if required,
      whether imposed on the Tenant and whether imposed on the Landlord and the
      Landlord shall sign at the Tenant’s request the required documents for
      this as the owners of the Structure provided this shall not impose any
      responsibility and/or obligation. In order to eliminate doubt it is
      clarified that this cannot derogate from the Landlord’s responsibility to
      obtain the permits that apply to him according to this
      agreement.

              


      

      


      
        	
                 
      

              	
                6.4

              	
                The
      Tenant shall be responsible according to any law for any bodily harm
      and/or damage to property of any type or kind that shall be caused to any
      person and/or Leased Property and/or their contents as a result and/or in
      respect to the completion works including for damages that were caused
      and/or occurred as a result of a negligent act and/or omission of the
      Tenant and/or of anyone on his behalf, except for damages that were caused
      and/or that occurred as a result of a negligent act and/or omission of the
      Landlord and/or anyone on his behalf. The Tenant and/or anyone on his
      behalf shall insure the performance of the completion work by all the
      required insurance policies as specified in the triangle agreement
      attached hereto as Appendix H of this
agreement.

              


      

      


      
        	
                 
      

              	
                6.5

              	
                It
      is hereby clarified that any delay of the delivery date which is proven to
      be originated by the Tenant and/or which is the result of the completion
      work as mentioned in sub-section 6.2 above, but subject to circumstances
      of “force majeure” as defined hereafter shall not cause a change in the
      delivery date regarding the commencement date of executing the payments
      that apply to the Tenant, including the payment of rent, management fees,
      parking fees all in accordance with the lease
  agreement.

              


      

      


      A delay
in the performance of the work and/or their completion as a result of
circumstances of a general recruitment during a state of emergency, a situation
of declared war, earthquake that occurred near the Structure, fire or natural
disaster in the Leased Property or its surroundings, and including strikes that
prevent the arrival of employees to the Structure which shall prevent the
performance and/or the completion of the Tenant’s works (in this agreement
“Force Majeure”) shall delay the delivery date by a period equal to the period
in which the Force Majeure continued and prevented the performance of the
completion of the Tenant’s works. The Tenant shall inform the Landlord of the
existence of Force Majeure immediately after he was informed of this. In the
event a delay as a result of Force Majeure as mentioned continued for a period
which exceeds 3 months, the parties shall be entitled (without derogating from
any other right that they have) to cause the cancellation of this agreement by
giving a written notice to the other party.

      


      
        
          	
                	
                  6.6

                	
                  Parallel Works –
      Canceled

                


        

      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      
        
          	
                   
      

                	
                  6.7

                	
                  (A)

                	
                  In
      order to eliminate doubt and without derogating from the provisions in
      this agreement hereafter, it is agreed that any completion or addition
      that shall be made to the Leased Property within the framework of
      performing the completion works, as mentioned in sub- section 6.2 above,
      shall be the sole property of the Landlord and subject to the aforesaid in
      section 6.7 (c) hereafter, the Tenant shall not be entitled to demand and
      receive any consideration for them from the Landlord. Furthermore the
      Tenant shall not be entitled to make any changes in them without the
      consent of the Landlord

                
	 	 	 	 
	 	 	
                  (B)

                	
                  Subject
      to the aforesaid in section 6.7 (c) hereafter, the parties agreement that
      any completion or addition that shall be made in the Leased Property
      within the completion works, as mentioned in sub- section 6.2 above, shall
      be the Landlord’s property and this is if the addition or the change
      answer the definition of fixed items as defined in the Property Law –
      1969.

                
	 	 	 	 
	 	 	
                  (C)

                	
                  If
      the change or the addition do not answer the definition of fixed items,
      such as equipment, devices, furniture etc. that the Tenant brought and/or
      placed in the Leased Property (hereinafter: the “Equipment”) they shall be
      considered the Tenant’s property, and the Tenant shall be required at the
      tend of the lease period to remove them, unless the Landlord agreed to
      leave them. At the end of the lease period the Tenant shall return the
      Leased Property to the Landlord in the condition in which it was at the
      beginning of the lease period, except for reasonable wear and tear in the
      circumstances of the transaction under this agreement. The Tenant shall do
      his best, that during and as a result of dismantling the equipment and its
      removal from the Leased Property damage shall not be caused to the
      Structure of the Leased Property, and if material damage shall be caused
      he shall take care of repairing the damage.

                
	 	 	 	 
	 	 	
                  (D)

                	
                  In
      order to eliminate doubt in any event where the Tenant shall not remove
      the Equipment as defined above, he shall not be entitled to demand and
      receive from the Landlord any consideration for
  them.

                


        

      

      
        


        
          	
                   
      

                	
                  6.8

                	
                  In
      order to eliminate doubt and without derogating from the generality of the
      aforesaid and the provisions hereafter, it is hereby clarified that any
      installation or change and/or addition to the curtains and/or shades
      and/or flags and/or blinds that shall be made in the Leased Property which
      affect the appearance of the Structure and/or the Leased Property, must
      receive the approval of the Landlord’s
  architect.

                


        

      

      


      
        	
                7.

              	
                 The Purpose of the
      Lease

              


      

      
        


        
          	
                   
      

                	
                  The
      purpose of the lease is for managing and operating a business of
      developing and manufacturing software including for performing actions of
      different types in the field of high technology and associated fields and
      any other action connected to the day to day activities of the Tenant
      and/or or another purpose in respect to which he shall notify the Landlord
      in advance and in writing, provided that it shall comply with the urban
      zoning plan, except for commerce and except  if the activities
      shall contradict previous undertakings of the Landlord towards other
      Tenants, insofar as shall exist (hereinafter the “Purpose of the Lease”).
      The Tenant undertakes to use the Leased Property only for the purpose of
      the lease unless it was otherwise agreed between the parties in advance
      and in writing.

                


        

      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

      


      
        	
                8.

              	
                Rent

              


      

      


      
        	
                 
      

              	
                8.1

              	
                The
      monthly rent which shall be paid for the lease period shall be as
      follows:

              


      

      


      
        
          	
                  
                  

                	
                  8.1.1

                	
                  For
      the Leased Property – the amount of 295,112 NIS (two hundred ninety five
      thousand and one hundred and twelve new shekels) (calculated according to
      74 NIS per square meter for the office areas on the 3rd
      and 4th
      floors and part of the 5th
      floor and which include management fees (hereinafter: the “Basic
      Rent”).

                


        

      

      


      
        	
                
                

              	
                
                  8.1.2

                

              	
                
                  Parking
      – as specified in section 14A
hereafter.

                

              


      

      


      
        	
                
                

              	
                
                  8.1.3

                

              	
                
                  Management
      and maintenance fees for the Leased Property – as mentioned in section 20
      hereafter are included in the Basic Rent specified in section 8.1.1
      above.

                

              


      

      


      
        	
                
                

              	
                
                  8.1.4

                

              	
                
                  Payments
      for electricity – as specified in the electricity Appendix (Appendix
      E).

                

              


      

      


      
        	
                
                

              	
                
                  8.1.5

                

              	
                
                  Canceled.

                

              


      

      


      The Basic
Rent, in addition to the amounts in accordance with sections 8.1.2 – 8.1.4
above, shall be referred together hereinabove and hereafter as
“Rent”.

      


      It is
agreed that during the period of the first 30 days of the rent period the Tenant
shall be except from the payment of rent as defined above (but not from the
payment of municipal taxes, electricity and water).

      


      
        	
                 
      

              	
                8.2

              	
                In
      order to eliminate doubt, the rent was determined in an agreed amount that
      is not subject to the measuring of the Leased
  Property.

              


      

      


      
        	
                 
      

              	
                8.3

              	
                The
      rent shall bear additional linkage differences to the consumer price index
      as specified in section 11 hereafter (the – “Basic
  Rent”).

              


      

      


      
        	
                 
      

              	
                8.4

              	
                The
      Tenant undertakes to pay the Landlord the rent, with additional linkage
      differences and additional value added tax, during the entire lease
      period, subject to the provisions of this agreement, in the following
      manner:

              


      

      


      
        
          	
                  
                  

                	
                  8.4.1

                	
                  The
      rent shall be paid each quarter, for each quarter in advance, and this is
      on the 14th
      day from the beginning of the relevant quarter of the entire period. If
      this date is not a business day,, the payment date shall be postponed to
      the first business day after this date, without taking into account
      changes in the index.

                


        

      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

      


      
        
          	
                  
                  

                	
                  8.4.2

                	
                  The
      payment of rent shall be executed by a bank transfer from the Tenant’s
      account to the Landlord’s account or by a regular check, according to the
      Tenant’s discretion.

                


        

      

      


      The
Tenant shall pay the Landlord at the signing of this agreement the Basic Rent
for the first three months, in the amount of 885,336 NIS with additional Vat
under law. The balance of the rent, for the period that begins 3 months after
the delivery date, shall be paid by quarterly payments for each 3 months in
advance, and this is from the 14th day of
the beginning of the relevant quarter for the entire period.

      It is
agreed between the parties that a delay of payment of rent which shall not
exceed an accumulated period of 90 (ninety) days during the entire lease period
shall not be considered as a breach of this agreement however it shall bear
linkage differences to the index and interest as defined in section 22.1
hereafter.

      


      
        
          	
                  
                  

                	
                  8.4.3

                	
                  The
      payment of rent shall be updated as specified in section
    11.

                


        

      

      


      
        	
                
                

              	
                
                  8.4.4

                

              	
                
                  The
      Tenant hereby waives the need, if there is such a need, for an advance
      notice or demand for the payment of
rent.

                

              


      

      


      
        	
                 
      

              	
                8.5

              	
                It
      is known to the Landlord that a condition to the Basic Rent is the
      presentation of a certificate from the tax authorities or an accountant or
      tax consultant, confirmation for the entire fiscal year, of bookkeeping
      subject to the Law of Transactions of Public Bodies (Bookkeeping
      Enforcement) – 1976. Furthermore against and as a condition to any payment
      that shall be paid by the Tenant the Landlord shall furnish the Tenant a
      tax invoice under law. In order to eliminate doubt, the amount of value
      added tax shall not pass to the Landlord unless it is against the
      furnishing of the certificates as
mentioned.

              


      

      


      
        
          	
                  9.

                	
                  Deleted.

                


        

      

      


      
        	
                
                  10.

                

              	
                
                  Tenancy Protection
      Laws Do Not Apply

                

              


      

      


      The
Tenant confirms and declares that:

      


      
        
          	
                	
                  10.1

                	
                  The
      tenancy protection laws according to the Tenancy Protection Law
      (Consolidated Version) – 1972 or according to any other law, do not apply
      to this lease.

                


        

      

      


      
        	
              	
                
                  10.2

                

              	
                
                  No
      key money or any other consideration has been paid to the Landlord,
      directly or indirectly for granting this
  lease.

                

              


      

      


      
        	
              	
                
                  10.3

                

              	
                
                  At
      the date of the beginning of this lease period there was no Tenant in the
      Leased Property that is entitled to hold it under
    law.

                

              


      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      

      


      The
Tenant declares and confirms that his costs and investments for preparing
changes in the Leased Property, as an addition or renovations or participation
in costs, or any other investment for adjusting the Leased Property to his
purposes, shall not be considered as key money of any type whatsoever and shall
not confer upon the Tenant any right and these investments shall not change the
aforesaid according to which all the tenancy protection laws do not apply to the
Leased Property.

      


      
        	
                11.

              	
                Linkage

              


      

      


      
        
          	
                	
                  11.1

                	
                  For
      the purposes of this lease
agreement:

                


        

      

      


      “Index” –
The Consumer Price Index (including fruits and vegetables) that shall be
published by the Central Bureau of Statistics, including that same index and if
it shall be published by another governmental institution, and including any
official index in its place, whether it shall be built on this data on which the
index existing at the signing of this agreement is built or whether not, if
another index shall come, the ratio between the indexes shall be determined
according to the determination of the Central Bureau of Statistics or any other
official factor that shall come in place of the Central Bureau of
Statistics.

      


      
        
          	
                	
                  11.2

                	
                  The
      Basic Index shall be linked to changes in the index (as defined above) and
      provided that they shall not be less than the Basic Rent. If on the
      payment date of any part of the rent (hereinafter – the “Determined Date”)
      the index that was recently published, before the Determined Date
      (hereinafter: the “New Index”) is higher than the basic index, the Tenant
      hereby undertakes to pay the Landlord these Basic Rent payments when they
      are increased or reduced relative to the amount of increase or decrease of
      the New Index as opposed to the last basic index previous to it provided
      the payment shall not be less than the basic
  index.

                


        

      

      


      The
calculated change (if there shall be) above of the Basic Rent shall be referred
to in this agreement “Linkage Differences”).

      


      
        
          	
                	
                  11.3

                	
                  For
      the calculation of the increase in the index, the payment date shall be
      considered the date on which the payment of rent was paid in practice. If
      the payment was executed by check, provided it was given by the Tenant to
      the Landlord at least one day before the publishing date of the index.
      However, it is hereby explicitly emphasized that this is not a waiver or
      consent by the Landlord of the Tenant’s obligation to pay the rent at the
      agreed times and of the remedies available to the Landlord in the event
      they are not paid on time.

                


        

      

      


      
        	
              	
                
                  11.4

                

              	
                
                  The
      Tenant hereby undertakes to pay the Landlord the linkage difference, if an
      insofar as it shall exist, once per quarter together with the
      rent.

                

              


      

      


      
        	
              	
                
                  11.5

                

              	
                
                  The
      linkage difference shall be considered as rent for all intents and
      purposes.

                

              


      

      


      
        	
              	
                
                  11.6

                

              	
                
                  The
      Tenant has the right to pay the rent in advance for any part of the lease
      period and in this case the linkage of these amounts shall apply until its
      actual payment.

                

              


      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      

      


      
        	
                12.

              	
                Adjustment, Use,
      Obtaining Permits and Observance of
Laws

              


      

      


      
        
          	
                	
                  12.1

                	
                  The
      Tenant declares that he is aware and it is possible that after the
      delivery date additional work shall be performed in the Structure
      (renovations and the construction of additional floors) whether by the
      Landlord and whether by any third parties and the Tenant shall not object
      and shall not disturb in any manner to the performance of the renovation
      and construction work by the Landlord and/or any third parties, provided
      the work shall be performed in the minimal possible inconvenience and in a
      manner that in any event there shall be free, full and continuous access
      to the Structure and all the areas of the Leased Property all subject to
      the provisions of section 32
hereafter.

                


        

      

      


      
        	
              	
                
                  12.2

                

              	
                
                  The
      Tenant undertakes to use the Leased Property only for the purpose of the
      lease mentioned in section 7 above and not for any other purpose unless
      otherwise agreed between the parties in writing in
      advance.

                

              


      

      


      
        	
              	
                
                  12.3

                

              	
                
                  The
      Tenant undertakes to do everything necessary and which depends on him
      only, in order to obtain all of the permits required, if and insofar as
      required according to the law for using the Leased Property or any part of
      its, for managing his business in the Leased Property, and to act
      according to them provided that there is nothing preventing this due to
      the failure of the Landlord to meet his obligations, including the
      furnishing of a form 4 (tofes 4) and completion certificate, insofar as
      shall be required by the
authorities.

                

              


      

      


      The
Landlord shall cooperate with the Tenant in the proceedings of obtaining such
permits, provided that this shall not impose on him obligations and/or
undertakings, financial or otherwise, beyond those explicitly imposed on him in
this agreement.

      


      
        
          	
                	
                  12.4

                	
                  In
      order to remove any doubt the Tenant declares that subject to the
      fulfillment of the Landlord’s undertakings in respect to the obtaining of
      the form 4, and obtaining a completion certificate for the Leased Property
      and the project, insofar as shall be required by the authorities he is
      aware that the Landlord shall not bear any responsibility for obtaining
      any permits that shall be required for managing the Tenant’s business in
      the Leased Property or adjusting the Leased Property according to the
      provision of any authorized authority for giving this permit. The Landlord
      shall sign any document on which the signature of the owners is required
      for obtaining such permit as mentioned, within 7 (seven) days from the
      date the Tenant and/or anyone on his behalf requested this, insofar as the
      document does not contradict the provisions of this agreement and he shall
      cooperate with the Tenant in the proceedings for obtaining the permits
      without this imposing on him any liability and/or
    undertaking.

                


        

      

      


      
        	
              	
                
                  12.5

                

              	
                
                  The
      Tenant undertakes to observe any law and to act in accordance with the
      provisions of any permit that applies to the Leased Property and/or any
      part of it, and to prevent from committing any action or omission that
      could impose on the Landlord any liability towards any person or property
      provided that there is nothing preventing this due to the failure of the
      Landlord to fulfill his undertakings under this agreement and/or to
      furnish the form 4 and completion certificate insofar as required by the
      authorities as mentioned in section 12.4
  above.

                

              


      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      

      


      Without
derogating from the aforesaid the Landlord shall not act in contradiction to the
provisions of this agreement and/or the provisions of the law that can harm the
rights of the Tenant according to this agreement and/or can impose any liability
on the Tenant towards a person of property which are not according to the
provisions of this agreement.

      


      
        
          	
                	
                  12.6

                	
                  The
      Landlord declares that he is the legally registered owner of the Leased
      Property in the land registration office, and that he is entitled to lease
      the Leased Property to the Tenant in accordance with the purposes of the
      lease as defined in this agreement, and that there is nothing prevent him
      according to any law, agreement or any previous undertaking of the
      Landlord to lease the Leased Property to the
  Tenant.

                


        

      

      


      
        	
                
                  13.

                

              	
                
                  The Transfer of
      Rights

                

              


      

      


      
        	
              	
                
                  13.1

                

              	
                
                  The
      Tenant undertakes not to deliver and/or transfer and/or lease and/or
      assign and/or endorse and/or pledge his rights according to this agreement
      in any manner or way and not to permit and third party to use and/or
      possess the Leased Property or any part of it and not to allow any third
      party participate in its possession or use or benefit from it in any
      manner whatsoever, not even as an authorized party or as a concessionaire,
      whether directly or indirectly, whether for consideration or without
      consideration, unless he received the explicit prior written approval of
      the Landlord to this, who shall not withhold his consent unless it is for
      reasonable reasons only all without derogating from the provisions of
      sections 13.2 – 13.3
hereafter.

                

              


      

      


      It is
hereby agreed that the Tenant shall be entitled to assign and/or transfer and/or
endorse his rights and/or obligations according to this agreement to any
corporation under his control and/or to any subsidiary and/or parent company
and/or associated company (hereinafter – the “Transferee”) subject to the
approval of the Landlord who shall not withhold his consent provided an
appropriate notice shall be given to the Landlord of this. The agreement and all
of the undertakings of the Tenant according to his agreement have been fulfilled
until the transfer date of the rights.

      


      
        
          	
                	
                  13.2

                	
                  Notwithstanding
      the aforesaid in section 13.1 above, the Tenant shall be entitled, at any
      time, to assign all of his rights and obligations according to this
      agreement, to another lessee who shall take his place (hereinafter: the
      “Substitute Lessee”) under the following
terms:

                


        

      

      


      
        	
                
                

              	
                
                  13.2.1

                

              	
                
                  The
      identity of the other lessee was approved in advance and in writing by the
      Landlord according to the Landlord’s sole discretion. The Landlord
      undertakes not to adversely use his right to approve or refuse to approve
      the identity of the Substitute Lessee, to exercise this right in good
      faith, and he shall not refuse to approve the Substitute Lessee unless
      such objection is for reasonable reasons. The Substitute Lessee shall
      furnish securities to the Landlord in the amount of the securities
      provided by the Tenant according to this agreement. Nothing in the
      aforesaid, can prevent the Landlord from demanding that the security to be
      furnished by the Substitute Lessee shall be a bank guarantee in place of a
      promissory note that the Tenant shall
  furnish.

                

              


      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      

      


      
        
          	
                	
                  13.2.2

                	
                  The
      Landlord shall not be obligated to invest money and/or work for adjusting
      the Leased Property to the other Lessee’s needs. If necessary the Tenant
      shall have the right to bear the adjustment costs for adjusting the Leased
      Property for the Substitute Lessee, insofar as they shall be
      necessary.

                


        

      

      


      
        	
              	
                
                  13.2.3

                

              	
                
                  The
      Substitute Lessee agrees to accept the terms specified in this agreement
      word for word and he shall sign an identical version of this agreement
      with the necessary adjustments,
  respectively.

                

              


      

      


      
        	
              	
                
                  13.2.4

                

              	
                
                  At
      the signing of the lease between the Landlord and the Substitute Lessee,
      the lease period shall end according to this agreement between the
      Landlord and the Tenant provided that the Substitute Less shall be
      responsible from the assignment date for fulfilling all of the Tenant’s
      undertakings according to this agreement from that moment
      onward.

                

              


      

      


      
        	
              	
                
                  13.2.5

                

              	
                
                  Without
      derogating from the aforesaid in sub section 13.2.4 above, it is hereby
      clarified that the assignment of the Tenant’s rights to the Substitute
      Lessee cannot derogate in any manner whatsoever from the parties’
      undertakings according to the agreement until the assignment date and/or
      cannot derogate and/or constitute a waiver of any of the parties of any
      claim and/or right of any of them according to this agreement and/or
      according to any law.

                

              


      

      


      
        
          	
                	
                  13.3

                	
                  Notwithstanding
      the aforesaid in section 13.1 above it is agreement that the Tenant shall
      be entitled, at any time, to allow a Sub-Tenant on his behalf
      (hereinafter: “Sub-Tenant”) to use the Leased Property all or in part and
      provided that the following terms have been
  fulfilled:

                


        

      

      


      
        	
              	
                
                  13.3.1

                

              	
                
                  The
      Landlord gave his agreement to the Sub-Tenant in writing. In order to
      eliminate doubt the Landlord undertakes not to adversely exercise his
      right to approve or refuse to approve the identity of the Sub-Tenant, to
      exercise his right in good faith, and not to refuse to approve the
      Sub-Tenant unless it is for reasonable reasons
  only.

                

              


      

      


      
        	
              	
                
                  13.3.2

                

              	
                
                  The
      agreement with the Sub-Tenant shall be by a time schedule that shall not
      be longer than the time schedule in this agreement and without giving to
      the Sub-Tenant any right of priority over the Tenant’s rights according to
      this agreement, unless the Landlord approved this in advance and in
      writing.

                

              


      

      


      
        	
              	
                
                  13.3.3

                

              	
                
                  The
      Sub-Tenant shall undertake to fulfill all the undertakings of the Tenant
      according to this agreement, with respect to the same part in the Leased
      Property ( or the entire Leased Property ) which he shall lease from the
      Tenant provided that the Tenant shall remain responsible towards the
      Landlord for fulfilling his rights and/or the Sub-Tenant’s rights under
      this agreement.

                

              


      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

      


      
        
          	
                	
                  13.4

                	
                  The
      Landlord shall be entitled to deliver and/or transfer and/or assign and/or
      endorse and/or mortgage and/or pledge all of his rights and/or obligations
      according to this agreement, in the Leased Property, in any manner or way
      whatsoever, without any restriction and without any need to receive the
      Tenant’s consent, subject to the transferee signing in place of the
      Landlord on this agreement and taking upon himself all of the Landlord’s
      undertakings towards the Tenant, when the Tenant’s rights according to
      this agreement will not be
harmed.

                


        

      

      


      
        	
              	
                
                  13.5

                

              	
                
                  The
      Tenant undertakes that in any case where he shall be required to sign any
      document or note that shall be required for transferring the Landlord’s
      rights to any third party, he shall sign any document or note as mentioned
      near the time that he was given the document by the Landlord provided that
      this signature as mentioned shall not impose on the Tenant any additional
      obligation, beyond the obligations that apply to him according to the
      provisions of this agreement and that such transfer as mentioned shall be
      in accordance to the provisions in section 13.4
    above.

                

              


      

      


      
        	
                14.

              	
                Changes in the Leased
      Property – After Delivering the Leased Property to the
      Tenant

              


      

      


      Without
derogating from the generality of the aforesaid in section 6 above, the parties
agree that in any case where the Tenant shall request to perform changes as
defined hereafter, in the Leased Property after the delivery date, the following
provisions shall apply:

      


      
        
          	
                	
                  14.1

                	
                  The
      Tenant undertakes not to perform and not to allow another to perform any
      internal and/or external change in the Leased Property and/or not to add
      any addition and/or not to demolish any part of the Leased Property and/or
      any of its installations and not to allow anyone to make any changes
      and/or repairs and/or additions and/or demolitions (hereinafter: the
      “Changes”) and this is except for light changes such as color change of
      internal partitions and/or changes which are not permanently fixed to the
      Leased Property, and except for small internal changes such as hanging
      pictures, drilling holes, changing the location of the partitions, open
      space etc.. (for which the Landlord’s approval is not required) without
      receiving the Landlord’s prior written consent. The Landlord undertakes
      not to adversely exercise this right and to exercise this right in good
      faith, and that he shall not refuse to approve changes unless it is for
      reasonable reasons only.

                


        

      

      


      If the
Tenant performed such changes, without receiving the Landlord’s prior written
consent and the Landlord demanded in writing to restore the condition of the
Leased Property to its previous state the Tenant must restore the Leased
Property to its previous state within 14 days from the written
demand.

      


      If the
Tenant has not performed his undertaking as mentioned, the Landlord shall be
entitled to perform this himself and/or by anyone on his behalf and the Tenant
shall return to the Landlord all of the monetary costs for this against written
proof.


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      
        
          	
                	
                  14.2

                	
                  If
      the Landlord agreed to the Tenant’s request to put changes in the Leased
      Property, and the changes shall include adding “fixed” items as defined in
      the Property Law – 1969, the fixed items shall be the property of the
      Landlord when vacating the Leased Property and the Tenant shall not be
      entitled to remove them from the Leased Property or to restore the Leased
      Property to its state before the changes were made, unless the Landlord
      shall notify the Tenant in advance and in writing of his demand to have
      the Leased Property restored to its state before the changes were made. In
      respect to this section, the provisions of section 6.7 shall apply mutatis
      mutandis.

                


        

      

      


      In order
to eliminate doubt, any change that will include adding fixed items as mentioned
shall not be considered as payment of key money as it is defined in the Tenancy
Protection Law – 1972.

      


      
        
          	
                  14.

                	
                  (A)

                	
                  Parking
      Lots

                


        

      

      


      
        
          	
                   
      

                	
                  14.1

                	
                  (A)

                	
                  If
      it was brought to the knowledge of the Tenant that the Landlord and/or
      anyone on his behalf is operating an underground parking lot in the
      Structure, all as specified in Appendix G of this agreement and, subject
      to the provisions of this section hereafter:

                
	 	 	 	 
	 	 	 	
                  The
      parties agree that the Tenant shall have the right to lease marked parking
      spaces and entrance rights to the parking lot as defined hereafter, and
      this is at the prices stipulated in sections 14.2.1A – 14.2.3A
      hereafter.

                


        

      

      


      
        	
                 
      

              	
                14.2

              	
                (A)

              	
                The
      parties agree that the Tenant shall have the right to lease marked parking
      spaces and entrance rights as defined hereafter, and this is at the terms
      and prices stipulated hereafter:

              


      

      


      
        	
                 
      

              	
                 14.2.1

              	
                (A)

              	
                For
      the entry right into the parking lot on the basis of a vacancies, in the
      underground parking lot, and without the Tenant having the right to a
      certain place (but subject to the provision in sub- section 14.2.4 and
      14.2.5 hereafter) (hereinafter: “Entry Right into the Underground Parking
      Lots”), the amount of 500 NIS, with additional Vat under law, for every
      Entry Right into the Parking Lot per
month.

              


      

      


      
        	
                 
      

              	
                 14.2.2.

              	
                (A)

              	
                For
      marked ground floor parking at the back side of the Structure
      (hereinafter: “Marked Ground Floor Parking”) the amount of 260 NIS, with
      Vat under law, for each parking space per
month.

              


      

      


      
        	
                 
      

              	
                 14.2.3

              	
                (A)

              	
                For
      parking spaces that shall be intended for the sole use of the Tenant
      and/or his employees, in the underground parking lot (hereinafter: “the
      Marked Parking Spaces”) the amount of 640 NIS with additional Vat under
      law, for each Entry Right into the parking lot per month. It is agreed
      that these parking spaces shall be on floor -1 in the parking lot, insofar
      as there shall be nothing preventing this by the local
      authority.

              


      

      


      
        	
                 
      

              	
                 14.2.4

              	
                (A)

              	
                It
      is agreed that the payment for the Entry Right to the under underground
      parking spaces and/or the ground floor parking spaces, includes all of the
      payment for the parking, including municipal taxes, management fees and/or
      any other payment, that exist at the signing of this agreement and/or that
      shall be imposed in the future for using the
  parking.

              


      


      
        
           


        

        
          18

          
            

          

        

        
           


        

      

      

        
          
            	
                  	
                    14.2.5   (A)

                  	
                    Subject
      to the provisions in this paragraph hereafter, up to 110 Entry Rights to
      the underground parking lot out of which 10 parking places are marked, and
      in addition to this 10 parking spaces in the ground floor parking lot -
      shall be allocated to the Tenant for the entire duration of the lease, and
      the realization of the quantity of parking spaces that shall be leased in
      practice shall be done according to the needs of the Tenant by his notice
      to the Landlord from time to time. Notwithstanding the aforesaid, the
      Tenant shall have the right, at any time (including a number of times) to
      return underground and/or ground floor parking spaces to the Landlord, at
      the quantity and the location according to the Tenant’s decision. Upon the
      return of the parking spaces as mentioned to the Landlord, the charge for
      the returned parking spaces shall be immediately reduced provided the
      quantity of underground parking spaces that the Tenant shall lease from
      the Landlord shall not be less than 50 underground parking spaces, and
      provided that the reduction of the number of parking spaces was the result
      of a reduction of manpower of the Tenant. In such case as mentioned, the
      Landlord’s undertaking to parking spaces shall be restricted to the
      quantity of parking spaces that shall remain after this reduction, and
      this is until the end of the lease
period.

                  


          

        

        


        It is
agreed that the Tenant shall be exempt from payment for 10 ground floor parking
spaces and for 6 (six) underground parking spaces, for the entire lease
period.

        


        
          	
                   
      

                	
                  14.3   (A)

                	
                  The
      Landlord undertakes, that until the delivery date, the underground parking
      lot shall be built and complete (legal form (tofes)
  4).

                


        

        


        
          	
                   
      

                	
                  14.4   (A)

                	
                  It
      is agreed that the parking lot shall be open and accessible to the Tenant
      24 hours a day from Sunday to Thursday and between the hours of 7:00 to
      16:00 on Fridays and on the eve’s of holidays, an this is except for
      holidays and days in respect to which different provisions shall be given.
      In light of the expected activities of the Tenant in the Leased Property,
      in cases where the parking lot shall be closed and insofar as this shall
      be necessary for the Tenant the Landlord shall act in order to find an
      alternative appropriate solution which is acceptable to the
      Tenant.

                


        

        


        
          	
                   
      

                	
                  14.5   (A)

                	
                  Deleted.

                


        

        


        
          	
                   
      

                	
                  14.6   (A)

                	
                  It
      is agreed between the parties that if the lease of the ground floor
      parking places shall not be possible, then the Landlord shall give the
      Tenant alternative parking places that shall be located in the underground
      or ground floor parking lot which is situated at a distance which is no
      more than the distance which exists between the existing ground floor
      parking spaces and between the Leased
Property.

                


        


        
          
             


          

          
            19

            
              

            

          

          
             


          

        


        
          
            	
                  	
                     
      (B)

                  	
                    It
      is agreed between the parties, that the Landlord shall be entitled during
      the lease period, according to its sole discretion, to move the location
      of the marked parking spaces  to any other place within the area
      of the underground parking lot on a floor on which the parking spaces as
      specified in section 14.2.3 (A) above are located, provided that in this
      case, the alternative parking spaces shall be chosen by the Landlord
      together with the Tenant.

                  


          

        

        


        
          	
                   
      

                	
                  14.7   (A)

                	
                  The
      parking fee for the parking spaces specified above (both in section 14.2.1
      A and in section 14.2.3 A) shall be considered rent for all intent and
      purposes, and they shall be linked to the Basic Index, and all the
      provisions of this agreement shall apply to them without derogating from
      any remedy given to the Landlord and/or the management company and/or the
      management company of the parking lot according to the parking lot
      management agreement.

                


        

        


        
          	
                   
      

                	
                  14.8   (A)

                	
                  In
      order to eliminate doubt it is hereby clarified that in any case of
      contradiction between the provisions of this agreement and the provisions
      of Appendix G, the provisions of this agreement shall
    prevail.

                


        

        


        
          	
                  15.

                	
                  Maintenance and the
      Prevention of Nuisances

                


        

        


        The Tenant’s
Undertakings

        


        
          
            	
                  	
                    15.1

                  	
                    The
      Tenant shall keep the Leased Property in a reasonable condition, he shall
      maintain reasonable orderliness and cleanliness in the Leased Property and
      its surroundings, and he shall abstain insofar as possible from causing
      damage or malfunction to the Leased Property or its
      installations.

                  


          

        

        


        It is
hereby clarified that it is the Management Company’s responsibility to maintain
the main systems in the Structure.

        


        
          
            	
                  	
                    15.2

                  	
                    The
      Tenant shall fulfill the instructions of any authorized authority as shall
      be given from time to time, in respect to the cleaning procedures and the
      manner of removing the remnants of trash, and maintaining the good working
      order of the drainage system and all the other systems in the Leased
      Property.

                  


          

        

        


        
          
            	
                  	
                    15.3

                  	
                    The
      Tenant undertakes to keep reasonable cleanliness in the Leased Property
      and its surroundings, to abstain from accumulating trash and materials
      that could cause a fire and to take any reasonable means to prevent
      fire.

                  


          

        


        
          
             


          

          
            20

            
              

            

          

          
             


          

        


        In order
to prevent doubt, the Tenant declares that he is aware that other leased
properties are located or shall be located in the surroundings and that he must
install machines and/or devices and/or take the required means for preventing
the scattering of trash and/or smells and/or harmful materials from his factory
and that can cause a nuisance and/or pollution to the other leased properties in
the area, all subject to any law.

        


        
          
            	
                  	
                    15.4

                  	
                    The
      Tenant shall notify the Landlord and/or the management company (including
      by telephone no. 09- 9562002) of any damage to the Leased Property or
      nuisance that was caused to the Leased Property within 48 hours from the
      time he became aware of the damage and/or the nuisance as
      mentioned.

                  


          

        

        


        
          
            	
                  	
                    15.5

                  	
                    The
      Tenant shall take care of the proper maintenance of the Leased Property
      and all of its systems, except for the central systems of the Structure
      and/or the Leased Property that affect the Leased Property (including air
      conditioning) so that they will be taken care of and maintained at the
      responsibility and at the expense of the Landlord, and he shall repair at
      his expense any defect or malfunction in the Leased Property and/or its
      systems and/or any defect or malfunction insofar as this is dependant on
      the Tenant and/or under his responsibility and which causes a nuisance to
      the other leased properties neighboring the Leased Property, and which
      shall be caused or created or discovered in the Leased Property or from it
      or in an part of its, including plumbing repairs and other different
      repairs and this is immediately after they occurred and/or were caused
      and/or were discovered, except for a defect or malfunction in the Leased
      Property, all or in part of it and/or in its systems which was caused as a
      result of the central systems in the Structure and/or in the Leased
      Property and/or damages to the Structure and/or damages under that are
      under the Landlord’s responsibility and/or damages to the systems that are
      maintained by the management company according to the provisions of the
      management agreement and then the responsibility applies to the
      Landlord.

                  


          

        

        


        
          
            	
                  	
                    15.6

                  	
                    If
      the Tenant did not perform his undertakings or any of them (according to
      the aforesaid in section 15 and all of its sub-sections) or the damage was
      not repaired, the Landlord shall be entitled but not obligated, to perform
      the repairs himself provided that he gave prior written notice to the
      Tenant about this and coordinated this with the Tenant and all the repair
      costs shall apply to the Tenant, who will be obligated to refund them to
      the Landlord against written
proof.

                  


          

        

        


        
          
            	
                  	
                    15.7

                  	
                    The
      Tenant hereby gives his consent and full authorization that the
      representatives of the Landlord his employees and/or agents, shall be
      entitled to enter into the Leased Property, in advance coordination with
      the Tenant and with a representative on behalf of the Tenant, and at any
      time during the Tenant’s works hours, in order to check the condition of
      the Leased Property, the fulfillment of the Tenant’s undertakings
      according to this agreement, the Leased Property’s systems, its equipment
      and installations, and in order to make any repair and/or maintenance work
      that the Landlord must perform according to the provisions of this
      agreement and according to any law, technical arrangements or others, and
      the representatives of the Leased Property are entitled to enter the
      Leased Property in order to show it to other potential lessees, and this
      is in the last nine months of the lease
period.

                  


          

        


        
          
             


          

          
            21

            
              

            

          

          
             


          

        


        Nothing
in the aforesaid can impose any duty on the Landlord beyond what is specified in
the other sections of this agreement.

        


        
          
            	
                  	
                    15.8

                  	
                    The
      Tenant shall comply with all the Landlord’s instructions, the insurance
      company and the instructions of any other authorized authority that are
      connected to the fire extinguishing arrangements and procedures, the
      prevention of fires, civil defense and safety, that arise from the
      Tenant’s activities in the Leased Property, and the Tenant shall take any
      reasonable means in order to prevent explosion and/or
  fire.

                  


          

        

        


        
          
            	
                  	
                    15.9

                  	
                    The
      Tenant undertakes to fulfill the provisions of any law including any
      legislation, regulation, order, bylaw or instruction of any authorized
      authority regarding the management of his business in the Leased Property
      and in respect to the maintenance of the Leased Property and the use of
      it, the Tenant shall be responsible also for the payment of any penalty
      that shall be imposed as a result of the failure to fulfill the provisions
      as mentioned.

                  


          

        

        


        The Landlord’s Undertaking
and the Management Company

        


        Without
derogating from the aforesaid in sections 15.1- 15-9 above, the Landlord and the
management company undertake as follows:

        


        
          
            	
                  	
                    15.10

                  	
                    The
      management company shall take care of the proper and day to day
      maintenance of the common areas of the Structure and of the central
      systems of the Structure as specified in section 15.5
    above.

                  


          

        

        


        
          
            	
                  	
                    15.11

                  	
                    That
      they will allow the Tenant and anyone on his behalf including but without
      derogating from the generality of the aforesaid, to the employees, workers
      and visitors, at any time and subject to the provisions of this agreement,
      convenient access to the Leased Property, the parking spaces and from
      them.

                  


          

        

        


        
          
            	
                  	
                    15.12

                  	
                    The
      Landlord and the management company shall be responsible for maintaining
      and repairing at their expense (subject to the payment of management fees
      according to the agreement) all of the defects and/or the flaws and/or the
      malfunctions that shall be revealed outside of the Leased Property in
      other words in the casing of the Leased Property and in the public areas
      and in the systems/ installations of the Structure as stipulated in this
      agreement. The repairs and the maintenance as mentioned, shall be
      performed as quickly as possible in the circumstances of the matter in
      order to reduce the harm of the Tenant’s reasonable use of the Leased
      Property and the access to it as much as
  possible.

                  


          

        

        


        
          	
                  16.

                	
                  Safeguarding the
      Leased Property

                


        

        


        
          
            	
                  	
                    16.1

                  	
                    The
      Tenant shall not load on the floor of the Leased Property more than the
      weight it was intended for. The permitted weight on the floor of the
      offices is 450 kilograms for each square meter. The permitted weight in
      the parking lots is 250 kilograms for each square
  meter.

                  


          

        


        
          
             


          

          
            22

            
              

            

          

          
             


          

        


        
          
            	
                  	
                    16.2

                  	
                    In
      any event of special or concentrated loading or the placement of machines,
      the Tenant must submit plans and obtain prior written consent from the
      Landlord’s engineer.

                  


          

        

        


        
          
            	
                  	
                    16.3

                  	
                    If
      the Tenant shall request to perform “works with heat” he shall not do so
      unless he gave a written notice to the management company regarding the
      works and their nature and he shall take any means required by the law for
      performing such works as
mentioned.

                  


          

        

        


        
          
            	
                  	
                    16.4

                  	
                    In
      this section the meaning of the expression “works with heat” shall be as
      follows: the performance of any works that involve welding, hot and cold
      soldering, work with a burner (such as cutting, tarring and sealing)
      drilling, sharpening, cutting with a disc, the burning of materials and
      any work that involves the emission of sparks or
  flames.

                  


          

        

        


        In order
to eliminate doubt it is hereby clarified that the procedure specified above
does not apply in the case of works with heating with dangerous containers such
as fuel or gas containers, and in the case of such works as mentioned the Tenant
shall be required to accept the specified procedure from the Landlord’s
engineer.

        


        
          	
                  17.

                	
                  Security

                


        

        


        
          
            	
                  	
                    17.1

                  	
                    For
      ensuring the fulfillment of all the Tenant’s undertakings according to
      this agreement, the Tenant shall deliver to the Landlord at the signing of
      this agreement a promissory note of the Tenant and this is in the amount
      equal to the Basic Rent for six (6) lease months with additional Vat (in
      other words 1,770,672 NIS with additional
Vat).

                  


          

        

        


        In order
to eliminate doubt, it is clarified and agreed between the parties that in the
case where shares in the Tenant’s corporation shall be transferred and/or issued
to another company except to a “transferee” as defined in section 13.1 above,
especially in a manner than can or could transfer the control in the corporation
of the Tenant from the controlling shareholders as they are at the time of
signing this agreement, then the receiver of the rights shall furnish to the
Landlord, as a condition to the Landlord’s consent to the transfer of rights as
mentioned in place of the promissory note, a bank guarantee in an identical
amount of the promissory note, and the provisions of this section shall apply
mutatis mutandis. It is clarified that the provisions of this section shall not
apply to a Sub-Tenant.

        


        
          
            	
                  	
                    17.2

                  	
                    In
      respect to the security the Landlord shall act in accordance with the
      following provisions:

                  


          

        

        


        
          
            	
                  	
                    17.2.1

                  	
                    In
      the event of a breach of this agreement by the Tenant the Landlord shall
      be entitled to realize the promissory note and this is only provided he
      gave the Tenant a prior written notice of 5 business days in advance, in
      which he shall specify the breach and his intention to use the promissory
      note.

                  


          

        


        
          
             


          

          
            23

            
              

            

          

          
             


          

        


        
          
            
              	
                    	
                      17.2.2

                    	
                      Nothing
      in the aforesaid can constitute an admission and/or consent of the Tenant
      to realize the promissory note by the Landlord and/or can harm any right
      conferred upon the Tenant according to this agreement and/or according to
      law.

                    


            

          

        

        


        
          
            	
                  	
                    17.2.3

                  	
                    At
      the return of the Leased Property to the Landlord in the condition as the
      Landlord undertook according to this agreement, the Landlord shall return
      to the promissory note to the Tenant subject and against presenting all of
      the certificates and receipts indicating that the Tenant covered all the
      payments that apply to him according to this
  agreement.

                  


          

        

        


        If the
promissory note shall be realized by the Landlord the Tenant must furnish to the
Landlord a new promissory note in place of the promissory note that was realized
as mentioned, within 7 days from the date that he received a notice of the
realization of the promissory note. In order to eliminate doubt, it is hereby
clarified that depositing the promissory note as mentioned above, is a
fundamental term of this agreement.

        


        
          	
                  18.

                	
                  Using the Other Areas
      Outside of the Leased
Property

                


        

        


        The
Tenant shall not be entitled to make any special use of the sidewalks, the
roads, the stairwells or any other area outside of the Leased Property, unless
it was otherwise agreed between the parties in advance and in
writing.

        


        
          	
                  19.

                	
                  Electricity, Water,
      Communications Systems, Drainage and
  Signs

                


        

        


        
          
            	
                  	
                    19.1

                  	
                    The
      Landlord undertakes that the connections to the water, electricity,
      communications services and/or any other service that is necessary for the
      Tenant for operating the purposes of the lease, shall be installed up to
      and until the Leased Property
itself.

                  


          

        

        


        Without
derogating from the provisions in this agreement hereafter the Tenant confirms
that he is aware that the installment of the water system in the Leased Property
and the connection of the Leased Property to the water network are conditioned
upon a contract between him and the local authority or the management company,
regarding the installment of meters for the Leased Property, and any payment in
respect to this applies to the Tenant.

        


        The
installation of the electricity systems in the lease property and the connection
of the Leased Property to the electricity network are conditioned upon a
contract between him and the Landlord and/or the management company, all
respectively, regarding the installation of meters and any payment in respect
tot his applies to the Landlord.

        


        The
Landlord undertakes to cooperate with the Landlord in obtaining the supply of
Bezeq services or the services of another communications supplier for the Leased
Property and he shall sign all of the documents, as shall be required by Bezeq
and/or the other communications supplier within 7 (seven) days from the date the
Tenant and/or anyone on his behalf requested this, including the collection of
payment from the communications supplier for the right for giving services to
the Tenant.


        
          
             


          

          
            24

            
              

            

          

          
             


          

        


        
          
            	
                  	
                    19.2

                  	
                    The
      Tenant agrees that not connecting the Leased Property to the electricity
      network as mentioned in Appendix E and/or to the water network shall not
      derogate from his undertakings according to this agreement, and shall not
      constitute a cause for suing damages from the Landlord, as long as the
      Landlord shall supply to the Leased Property electricity and water in an
      alternative and regular manner which shall meet all of his needs until the
      connection of the Leased Property to the water network, and to the
      electricity network in accordance with Appendix
  E.

                  


          

        

        


        Subject
to the Landlord’s obligation to supply electricity as specified above, it is
agreed that the Landlord (and the Landlord only) shall have the right to stop
the supply of electricity to the Structure in bulk, and connect the Leased
Property to the general electricity network of the Electricity
Company.

        


        Notwithstanding
the aforesaid in sections 19.1 – 19.2 above the Tenant declares and confirms
that he is aware that the Landlord shall be entitled to install in the Structure
a central water faucet through which the water supply shall be passed to the
leased properties in the Structure. In such case the Tenant undertakes to pay to
the Landlord or to anyone on his behalf for the water consumption of the Leased
Property, within 14 days from receiving a demand from the Landlord, and provided
that the water tariffs that shall be collected by the Landlord shall not exceed
those of the local authority or of the water company that supplies water to
Structures around the Leased Property.

        


        
          
            	
                  	
                    19.3

                  	
                    The
      Tenant declares and confirms that he is aware that all the electricity
      services to the Structure and to the Leased Property shall be supplied by
      the Landlord and/or anyone on his behalf, in bulk, and that electricity
      services shall not be given to the Structure and/or the Leased Property by
      the Electricity Company.

                  


          

        

        


        
          
            	
                  	
                    19.3.1

                  	
                    The
      Tenant undertakes to pay to the Landlord and/or to anyone on his behalf
      his share in the electricity costs of the Leased Property all as specified
      in Appendix E of this agreement (electricity Appendix) and his part in the
      electricity costs for operating the central air conditioning system in the
      Leased Property, in accordance with the relative share of the Leased
      Property in the Structure as specified in section 7A of the electricity
      Appendix (Appendix E) and in addition to the management fees. It is agreed
      that in any case the electricity tariffs collected by the Landlord shall
      not increase over those of the Electricity Company and it is clarified
      that the Tenant shall not bear payment for operating the air conditioning
      in the public areas of the
Structure.

                  


          

        

        


        
          
            	
                  	
                    19.3.2

                  	
                    The
      Tenant undertakes to sign with the Landlord and/or anyone on his behalf
      the electricity agreement (Appendix E) and to bear all the payments for
      the electricity services for the Leased Property only, as specified in
      Appendix E and subject to the aforesaid in section 19.3.1 in respect to
      the electricity tariffs.

                  


          

        


        
          
             


          

          
            25

            
              

            

          

          
             


          

        


        
          
            	
                  	
                    19.4

                  	
                    The
      Tenant undertakes to prevent blockages or malfunctions in the sewage
      system in the Leased Property as a result of unreasonable use, and to bear
      the costs of repair or the costs of replacing this system, that were
      caused as a result of unreasonable
use.

                  


          

        

        


        
          
            	
                  	
                    19.5

                  	
                    The
      Tenant shall not install signs outside of the Leased Property or on the
      Leased Property, unless after he received the prior written approval of
      the Landlord and/or the management company in accordance with the signs
      Appendix which is attached as Appendix L of this
  agreement.

                  


          

        

        


        The
Landlord and/or the management company together with the Tenant shall determine
the shape of the sign, its size and location and the Tenant shall be required to
install the sign as determined. If the Tenant shall install a sign in breach of
this section the Landlord and/or the management company shall be entitled to
remove it – at the Tenant’s expense.

        


        
          
            	
                  	
                    19.6

                  	
                    The
      Tenant shall bear any tax or fee, for installing the sign and maintaining
      it, and he shall have the duty to obtain any permit that shall be required
      for installing the sign and the Landlord shall assist the Tenant insofar
      as this shall be required to obtain the permit as
    mentioned.

                  


          

        

        


        
          
            	
                  	
                    19.7

                  	
                    If
      the Landlord and/or the management company shall set up uniform signs for
      all the Structures that were constructed and/or shall be constructed by
      the Landlord in the area of the Leased Property, the Tenant must bear the
      relative payment for the
signs.

                  


          

        

        


        Any
amount that the Tenant must pay according to this sub- section shall be deemed
rent for all intent and purposes.

        


        
          
            	
                  	
                    19.8

                  	
                    The
      Landlord shall be entitled to install on the roof of the Leased Property
      or in its yard signs for advertising purposes of the Landlord and/or his
      tenants in the Structure and/or in the Project while maintaining its
      architectural character and quality, and the Tenant shall not be entitled
      to object to placing them, provided that these signs cannot harm the signs
      of the Tenant and the Tenant’s possibility to make good and efficient use
      of the Leased Property in accordance with this agreement and/or of any
      other right that is conferred upon the Tenant according to this
      agreement.

                  


          

        

        


        
          	
                  20.

                	
                  The Supply of Common
      Services and Installations

                


        

        


        
          
            	
                  	
                    20.1

                  	
                    The
      Tenant shall be entitled to use the common installations that are located
      in the area of the Leased Property, on for the purpose for what they are
      intended, all in accordance with the instructions of the Landlord and/or
      the management company.

                  


          

        

        


        
          
            	 	
                    20.2

                  	
                    Deleted.

                  


          

        


        
          
             


          

          
            26

            
              

            

          

          
             


          

        


        
          
            	
                  	
                    20.3

                  	
                    The
      Tenant declares and confirms that he is aware that for the maintenance of
      the Leased Property, other leased properties in its surroundings and the
      common services to all the leased properties, including the public areas,
      such as: the external walls, the public restrooms, the courtyard and the
      security rooms and the installations in the Structure, the Landlord shall
      provide maintenance and management services, direct and/or by sub
      contractors and/or by a services company (hereinafter – the “Management
      Company”).

                  


          

        

        


        For the
purposes of this chapter: the main systems including the air conditioning
systems, the elevators, the electricity boards, plumbing, light, water, main
sewage and drainage, fire extinguishing, emergency generator, smoke detector,
public announcement and control systems.

        


        Furthermore
the Tenant is aware that the Landlord is entitled to deliver the management of
the parking lot to an additional entity, which shall be hereinafter referred to
as – the “Parking Lot Management Company”.

        


        
          
            	
                  	
                    20.4

                  	
                    Without
      derogating from the provisions regarding the signing of the agreement for
      managing the parking lot, at the demand of the Landlord the Tenant
      undertakes to sign a management agreement with the Landlord and/or the
      management company and to bear all the payments for the management
      services as mentioned in this
agreement.

                  


          

        

        


        In any
event of a contradiction between the provisions of this agreement and the
provisions of the management agreement, the provisions of this agreement shall
prevail.

        


        
          
            	
                  	
                    20.4.1

                  	
                    The
      parties agree that the management and maintenance fees which the Tenant
      shall pay to the Landlord and/or to the management company, for the entire
      lease period shall be 12 NIS (twelve shekels) per square meter per month,
      with additional Vat under law, and which shall be included in the Basic
      Rent, which are specified in section 8.1
above.

                  


          

        

        


        
          
            	
                  	
                    20.4.2

                  	
                    The
      management and maintenance fees shall include, inter alia, costs for the
      cleaning and gardening services, the checking and repair services of the
      systems mentioned above, the supply of electricity and water in the public
      areas, insurance of the public areas including breakage insurance, and
      costs for any other services that shall be required according to the
      discretion of the Landlord and/or management
  company.

                  


          

        

        


        
          
            	
                  	
                    20.4.3

                  	
                    The
      Tenant shall pay an addition fee to the management and maintenance fees
      for a specific service insofar as shall be periodically agreed upon
      between the parties, and which shall be provided to the Tenant and/or to
      the Leased Property, by the management company. Subject to the provisions
      of section 32 hereafter the Tenant shall not be entitled to set off from
      the amounts that shall be due from him to the management company, amounts
      that shall be due to him from the Landlord, and he shall not be entitled
      to set off from amounts that shall be due from him to the Landlord amounts
      that shall be due to him from the management
  company.

                  


          

        


        
          
             


          

          
            27

            
              

            

          

          
             


          

        


        
          
            	
                  	
                    20.5

                  	
                    Without
      derogating from the generality of the aforesaid the obligation to pay
      management fees from the Tenant according to the provisions of this
      section above, and parking fees according to the provisions of this
      agreement is as the obligation to pay rent and their breach entitles the
      Landlord to all the remedies that shall be specified in this agreement,
      and without derogating from any remedy that is conferred upon the
      management company and/or the management company of the parking lot
      according to the parking lot management company and/or according to any
      law. Nothing in this section can harm any right and/or claim conferred
      upon the Tenant according to this agreement and/or according to any
      law.

                  


          

        

        


        
          
            	
                  	
                    20.6

                  	
                    In
      the case where services are provided as mentioned by the management
      company and/or the parking lot management company the word “Landlord” in
      this section shall have the meaning of the Landlord and/or the management
      company and/or the parking lot management
  company.

                  


          

        

        


        
          
            	
                  	
                    20.7

                  	
                    The
      Landlord shall cause the management company to maintain the Structure and
      the building’s systems routinely and continuously as stipulated in this
      agreement and/or in the management agreement, while maintaining a high
      level of cleanliness and
maintenance.

                  


          

        

        


        
          
            	
                  	
                    20.8

                  	
                    The
      breach of this agreement by the management company shall be considered as
      a breach of the agreement by the
Landlord.

                  


          

        

        


        
          	
                  21.

                	
                  Taxes, Levies and
      Obligatory Payments

                


        

        


        
          
            
              	
                    	
                      21.1    (A)    

                    	
                      All
      the taxes, the municipal taxes, the payments, the fees and the levies
      (hereinafter: the “Taxes”) whether municipal or whether governmental or
      others, that are imposed or shall be imposed in the future on or in
      respect to the Leased Property or in respect to the management of the
      Tenant’s business in the Leased Property during the lease period or in
      respect to this, which lawfully apply to the Tenant as a Tenant and/or as
      a possessor of the Leased Property, shall apply to the Tenant and shall be
      paid by him starting from the delivery date in actual fact  of
      the Leased Property to the Tenant. If such payment was imposed for a whole
      year and only part of it is within the lease period, the Tenant shall pay
      the relative portion of the said payment. Any such payment that applies
      before the beginning of the lease period and/or such payment that does not
      arise from the Tenant’s consumption, shall apply and be paid by the
      Landlord (even if the payment was charged after the beginning of the lease
      period).

                    


            

          

        

        


        
          
            	
                  	
                    (B)    

                  	
                    Notwithstanding
      the aforesaid all the taxes and/or levies and/or fees and/or any other
      payment that shall be imposed for development work and lease fees and
      betterment levy that shall be imposed on the Leased Property and/or any
      tax, payment of fee, levy and/or any other cost that is connected to the
      Leased Property and which apply or shall apply to the Leased Property and
      which arise from the ownership of the property/ Leased Property, shall
      apply to the Landlord and shall be paid by
him.

                  


          

        


        
          
             


          

          
            28

            
              

            

          

          
             


          

        


        
          
            	
                  	
                    (C)    

                  	
                    Municipal
      taxes which are imposed for the Leased Property shall apply in any event
      on the Tenant and this is also if the law shall determine that the tax
      shall be paid by the Landlord and/or the property
  owner.

                  


          

        

        


        
          
            	
                  	
                    21.2

                  	
                    Nothing
      in the aforesaid is an obligation of the Tenant to pay income tax, capital
      gains tax, land appreciation tax, property tax etc... insofar as they apply
      to the Landlord.

                  


          

        

        


        
          
            	
                  	
                    21.3

                  	
                    Value
      Added Tax that shall be imposed on the Landlord or on the Tenant for this
      lease shall apply to the Tenant only and shall be paid by him against
      furnishing an appropriate tax
invoice.

                  


          

        

        


        
          
            	
                  	
                    21.4

                  	
                    Any
      payment that shall be paid to the Landlord by the Tenant according to this
      agreement shall be paid with additional Vat, at its lawful rate at the
      time of payment. It is agreed that the amount of Vat shall be paid by a
      postdated check for the payment date of the
Vat.

                  


          

        

        


        
          
            	
                  	
                    21.5

                  	
                    In
      order to eliminate doubt, the Tenant hereby confirms that any reduction of
      depreciation in respect to the Leased Property, as shall be from time to
      time, including in respect to the adjustments and additional that were
      made as mentioned in section 6 above, shall be credited to the Landlord
      only, except for equipment that belongs to the Tenant and investments and
      construction that the Tenant made in the Leased
  Property.

                  


          

        

        


        
          
            	
                  	
                    21.6

                  	
                    Deleted

                  


          

        

        


        
          	
                  22.

                	
                  Delay
      Interest

                


        

        


        
          
            	
                  	
                    22.1

                  	
                    Without
      derogating from the generality of the rights of the Landlord in this
      agreement, or in accordance to the law, in any event the Tenant shall
      delay a payment of rent and/or management fees, according to this
      agreement, not as a result of an action or omission of the Landlord, the
      Tenant shall be required to pay the Landlord the amount in delay with
      annual interest at a rate of 12% (hereinafter: the “Interest”) and this is
      from the date of delay and until the date of payment in actual
      fact.

                  


          

        

        


        In the
event the Landlord shall owe the Tenant monies and he shall not pay them to the
Landlord at the time that shall be determined for this by the parties, the
Landlord shall bear the linkage differences and interest under law.

        


        
          
            	
                  	
                    22.2

                  	
                    If
      any of the parties paid a payment that applies to the other party, as a
      result of the other party failing to pay the payment on time, and after a
      prior written notice was sent to the other party at least 7 (seven) days
      in advance, the paying party shall be entitled to a refund of the payment
      with interest as defined above, from the date of its payment until it is
      refunded.

                  


          

        


        
          
             


          

          
            29

            
              

            

          

          
             


          

        


        
          	
                  23.

                	
                  Frustration of the
      Lease

                


        

        


        If the
Leased Property shall be damaged or a material part of it shall be damaged and
without it the Tenant shall not be able to fulfill the purpose of the lease in
the Leased Property in a reasonable manner (not following an action or omission
of the Tenant) or enjoyment from the Leased Property in full or in a material
part of its or that without it the Tenant shall not be able to fulfill the
purpose of the lease in the Leased Property in a reasonable manner (not
following an action or omission of the Tenant) this agreement shall be
terminated and it shall be considered as cancelled, the Landlord shall return to
the Tenant the rent and/or the payments and/or the securities, that he received
in advance for the period after this event, and this is in the amount that was
paid in actual fact, with linkage, and without the Tenant having any cause of
action in torts and/or in gross negligence of the Landlord and/or of the
management company and/or of anyone on their behalf (including their employees)
then the Tenant shall be entitled to sue the Landlord for all the damages that
he shall incur and to receive all the remedies according to this agreement
and/or according to law.

        


        
          	
                  24.

                	
                  Liability and
      Insurance

                


        

        


        
          
            	
                  	
                    24.1

                  	
                    The
      liability of the parties in this agreement shall be in accordance with
      their liability according to law, provided that if a lawsuit shall be
      submitted against the Tenant to which the Landlord shall be added only due
      to the fact that he is the registered owner, the Tenant shall indemnify
      the Landlord for the amount that he was required to pay to the plaintiff
      according to a final judgment whose performance was not delayed, all
      provided the indemnification as mentioned shall not apply in cases where
      the lawsuit shall be for an action or omission of the Landlord and/or the
      management company and/or anyone on their behalf and/or due to a defect or
      malfunction in the Structure or in the casing of the Leased Property. It
      is emphasized that the parties undertake to act in order to exercise all
      of their rights according to their insurance policies specified in this
      agreement.

                  


          

        

        


        
          
            	
                  	
                    24.2

                  	
                    The
      Tenant undertakes to fulfill all of the provisions of the insurance
      Appendix, Appendix D which is attached hereto and which constitutes an
      inseparable part of this agreement and to bear the payment for insuring
      the building as specified in section 24.14 of Appendix
  D.

                  


          

        

        


        
          
            	 	
                    24.3

                  	
                    The
      payments specified in section 24.14.1 of Appendix D shall be considered as
      rent payments for all intents and
purposes.

                  


          

        

        


        
          	
                  25.

                	
                  The Breach of the
      Agreement and its
Cancellation

                


        

        


        
          
            	 	
                    25.1

                  	
                    Deleted.

                  


          

        


        
          
             


          

          
            30

            
              

            

          

          
             


          

        


        
          
            	
                  	
                    25.2

                  	
                    Without
      derogating from the provisions of any law, each of the following actions
      or non actions shall be considered a fundamental breach of this agreement
      by the Tenant, after the Landlord sent the Tenant a warning letter for the
      breach and the Tenant did not repair the breach within 14 days from the
      date it the Landlord’s notice was received by
  him:

                  


          

        

        


        
          
            	 	
                    25.2.1

                  	
                    Using
      the Leased Property not for the purpose of the lease mentioned
      above.

                  


          

        

        


        
          
            	
                  	
                    25.2.2

                  	
                    Transferring
      the Tenant’s rights in the Leased Property to another, in contradiction to
      the provisions of section 13 above, and subject to the provisions of this
      agreement in respect to the substitute-Tenant and the
      Sub-Tenant.

                  


          

        

        


        
          
            	 	
                    25.2.3

                  	
                    Deleted.

                  


          

        

        


        
          
            	
                  	
                    25.2.4

                  	
                    The
      failure to pay rent and/or management fees and/or parking fees and/or the
      failure to deliver and/or the failure to renew the promissory note for a
      period that exceeds 30 days. In this respect the periods of bank strikes
      and/or force majeure shall not be taken into
  account.

                  


          

        

        


        
          
            	
                  	
                    25.2.5

                  	
                    The
      rendering of a receivership order, or liquidation order, or order
      appointing a receiver on all the Tenant’s assets or on any part of them,
      which shall not be canceled within 90 days from the date it was issued. It
      is agreed that the Landlord shall not rely on this cause of action in the
      event the Tenant shall prove to the Landlord’s satisfaction that the
      motion that was not yet cancelled even after 90 days passed, is bothersome
      or groundless.

                  


          

        

        


        
          
            	 	
                    25.2.6

                  	
                    The
      failure to remove a nuisance in respect to which a final judicial order
      was rendered to remove it.

                  


          

        

        


        
          
            	 	
                    25.2.7

                  	
                    The
      failure to return possession of the Leased Property at the time and in the
      manner specified in section 26
hereafter.

                  


          

        

        


        
          
            	 	
                    25.2.8

                  	
                    Deleted.

                  


          

        

        


        
          
            	 	
                    25.2.9

                  	
                    The
      committal of an action in contradiction to the provisions of section 14,
      15 and 16 above.

                  


          

        

        


        
          
            	 	
                    25.2.10

                  	
                    The
      failure to pay for services that shall be given to the Leased Property
      according to the maintenance agreement, the parking lot management
      agreement.

                  


          

        

        


        
          
            	
                  	
                    25.3

                  	
                    The
      parties agree that the performance of one of the actions or the failure to
      perform the actions specified hereafter shall be considered a fundamental
      breach of this agreement by the Landlord, after the Tenant sent the
      Landlord a warning for the breach and the Landlord did not repair the
      breach within 14 days from the date of the
  warning:

                  


          

        

        


        
          
            	 	
                    25.3.1

                  	
                    The
      transfer of the Leased Property in contradiction to the provisions of
      section 13.

                  


          

        


        
          
             


          

          
            31

            
              

            

          

          
             


          

        


        
          
            	 	
                    25.3.2

                  	
                    The
      failure to supply water and/or electricity to the Leased Property in bulk
      or by an alternative manner for a period of time that exceeds 30 days
      insofar as this is dependant on the
Landlord.

                  


          

        

         

        
          
            	 	
                    25.3.3

                  	
                    A
      breach of the provisions of sections 3, 5.5, 12.5, 15 and 24. This
      provision shall be considered as if it was specifically written in each of
      these sections.

                  


          

        

        
          
            	 	
                    25.3.4

                  	
                    A
      fundamental breach of the management agreement, insofar as it shall be
      signed, by the management
company.

                  


          

        

         

        
          
            	
                  	
                    25.4

                  	
                    If
      any of the parties breached any of the fundamental terms mentioned above,
      and did not repair the breach within 30 days from the date of sending a
      written notice to the party in breach, the injured party shall be entitled
      to cancel this agreement under law according to the a legal cancellation
      cause.

                  


          

        

        


        
          
            	
                  	
                    25.5

                  	
                    If
      any of the parties notified the cancellation of this agreement, the Tenant
      shall vacate the Leased Property and shall return the possession of it to
      the Landlord, when the Leased Property is clear and empty from any person
      or object, within 30 days from the date of receiving the notice of the
      cancellation of this agreement, and he shall compensate the counter party
      for any damage that he shall
incur.

                  


          

        

        


        
          
            	 	
                    25.6

                  	
                    Nothing
      in this section can derogate from the other rights of any of the parties
      according to this agreement or according to the
  law.

                  


          

        

        


        
          
            	
                  	
                    25.7

                  	
                    Any
      lack of action and/or lack of response and/or abstaining from using a
      remedy in accordance with this section, by any of the parties, shall not
      be interpreted in any manner as a waiver on his part of his rights
      according to the agreement in respect to a continuous or additional breach
      by the other party, unless any of the parties explicitly waived these
      rights in writing.

                  


          

        

        


        
          	
                  26.

                	
                  Vacating the Leased
      Property

                


        

        


        
          
            	
                  	
                    26.1

                  	
                    The
      Tenant shall vacate the Leased Property at the end of the lease period or
      at any time when the lease shall reach its end according to this agreement
      and he shall return it to the Landlord when it is clear and empty from any
      person and object according to the provisions in this section. In any
      event that the Tenant must vacate the Leased Property in accordance with
      this agreement he must return it to the Landlord when it is completely
      clear and empty and in the condition it was at the beginning of the lease
      period except for reasonable wear and tear in the circumstances of the
      agreement.

                  


          

        

        


        
          
            	
                  	
                    26.2

                  	
                    If
      the Tenant shall not vacate the Leased Property as mentioned in this
      section in sub-section 26.1 above and in section 25.2.7 above, which is
      not the result of an action or omission of the Landlord and/or the
      management company, the Tenant shall pay the Landlord relative liquidated
      damages for each day of delay in the amount equal to the 200% (two hundred
      percent) of the Basic Rent per month as shall be at that
    time.

                  


          

        


        
          
             


          

          
            32

            
              

            

          

          
             


          

        


        
          
            	 	
                    26.3

                  	
                    Deleted.

                  


          

        

        


        
          	
                  27.

                	
                  Amendment of the
      Agreement

                


        

        


        Any
change and/or amendment of this agreement shall be done only by an explicit
written document and signed by the parties of this agreement.

        


        
          	
                  28.

                	
                  Deviation

                


        

        


        The
consent of a party of this agreement to deviate from its terms in a certain case
or in a series of cases, shall not constitute a precedent and no analogy shall
be made from this case to another case in the future.

        


        
          	
                  29.

                	
                  Notices and
      Warnings

                


        

        


        
          
            	
                  	
                    29.1

                  	
                    Any
      notice and warning that shall be sent from one party to the other by the
      attorney’s of the parties in respect to this agreement shall be sent by
      registered mail, or shall be delivered by hand, according to the parties’
      addresses stipulated in the introduction to this agreement (or any other
      address in respect to which a written notice was received) and such notice
      or warning as mentioned shall be regarded as if it was delivered to the
      addressee upon its actual delivery if delivered by hand, and if it was
      sent by registered mail from a post office in Israel, at the end of
      seventy two hours (except for Saturdays and Holidays) after they were put
      in the mail when postage was fully paid in advance, and if sent by
      facsimile, it shall be considered as if it was received on the day it was
      transmitted if the transmitting party received telephone confirmation from
      the receiving party, regarding the success of the transmission and the
      receipt of the notice.

                  


          

        

        


        
          
            	 	
                    29.2

                  	
                    The
      parties’ addresses are as specified in the preamble of this agreement.
      However, during the lease period the Tenant’s address shall be in the
      Leased Property.

                  


          

        

         

        
          
            	 	
                    29.3

                  	
                    If
      any of the parties changed their address he shall notify the other of this
      by a written message and he shall give details regarding his address and
      current contact information.

                  


          

        

        


        
          	
                  30.

                	
                  Additional
      Steps

                


        

        


        The
parties shall take all the additional steps (including signing additional
documents) that are required for performing the agreement according to its
language and spirit.


        
          
             


          

          
            33

            
              

            

          

          
             


          

        


        
          	
                  31.

                	
                  No Right to Set-
      Off

                


        

        


        The
parties shall not be entitled to set off amounts due to them from the other
party, out of the amounts which they must pay to the other party according to
this agreement, only except for: (a) conclusive amounts which one party owes the
other party; and (b) in the case where works shall be performed in the
Structure, in contradiction to the arrangement in respect to “noisy works” as
specified in the triangle agreement, and which shall cause irrelevant and
continuous noise and/or insofar as in the months of the summer (in other words
the 22nd of the
month of June until the 22nd of the
month of September) the air conditioning shall be stopped in the Leased Property
for more than 5 consecutive hours provided that this stopping was during work
hours (in other words during the hours of 9:00 to 18:00), except in
circumstances of an electricity power outage that is not dependant on the
Landlord and/or in circumstances that depend on the Tenant, and provided that
during this stopping of the air conditioning the Tenant was forced to stop his
activities in the Leased Property and this is only in respect to the same part
of the Leased Property in respect to which the activities were stopped and
regarding the period in which the activities were stopped in actual fact in the
Leased Property as mentioned and without this constitute evidence and/or consent
by the Landlord to the reason and the justification to stop the activities. (c)
In the event that the “Tenant’s Works” shall cause unreasonable and continuous
noise to the Landlord and/or to any of the other lessees in the Structure, and
as a result thereof the Landlord shall be required to indemnify this third party
and without this constituting evidence and/or consent by the Tenant to indemnify
this third party.

        


        In each
of the cases specified above, the injured party undertakes to notify the other
of the existence of one of the causes of action stipulated in this section
above, immediately when he became aware of this, and to give the other party
reasonable time (in the circumstances of the matter and taking into
consideration the character of the hazard), to repair the hazard. Without
derogating from the aforesaid and insofar as the hazard was not repaired, as
mentioned above, then the set –off of any amount is conditioned upon the
entitled party giving the other party a warning immediately after he became
aware of the existence of the cause for set- off and at least 7 days in advance
and in writing of his intention to implement a set- off (hereinafter- “Set- off
Notice”).

        


        If the
party that received the set- off notice to the setting off party that he object
to the set off of the amount, all or part of it, the setting off party shall
transfer the amount under dispute to a joint trust in the hands of the parties’
attorneys until a ruling in the question of the cause for the set- off and the
correct amount to be set –off, insofar as there is a cause to set- off. In order
to eliminate doubt, the burden of proof shall apply to the party that claims a
cause to set- off.

        


        Notwithstanding
the aforesaid, it is agreed that the payment of rent and management fees as
required in this agreement and providing regular management services as
mentioned in this agreement shall not constitute evidence to the absence of any
claim of one party against the other for the period in which the services were
provided and/or the payments as mentioned were paid and this shall not prevent
or constitute a waiver of any claim and/or remedy that are conferred upon the
parties according to this agreement and according to any law.


        
          
             


          

          
            34

            
              

            

          

          
             


          

        


        
          	
                  32.

                	
                  General

                


        

        


        
          
            	
                  	
                    32.1

                  	
                    Any
      waiver, delay, neglect, disregard or abstaining from instituting legal
      proceedings or a delay in exercising any rights of a party in a certain
      case shall not be considered as a waiver, agreement or as an admission by
      him and no analogy shall not be made and they shall not serve as a
      prevention or estoppel towards him; abstaining from exercising a right
      whether in general or whether at a time, of any of the rights of one of
      the parties according to this agreement or according to law, shall not be
      considered as a waiver of it and shall not grant the other party any right
      to claim that as a result of the silence and/or the failure to respond,
      the upholding party agreed to the breach, contrary to this agreement
      and/or that the failure to object or the silence by the upholding party
      constitutes consent to a change of the terms of the agreement or to the
      behavior of the party in breach in violation of the agreement ,and that
      any party shall be entitled to exercise at any time any of his rights
      according to this agreement or according to law, at any time he shall see
      it fit notwithstanding previous waivers, concessions or
      neglect.

                  


          

        

        


        
          
            	
                  	
                    32.2

                  	
                    In
      any event of a contradiction of the provisions of the agreement and
      between the provisions of any of the Appendixes of the agreement, the
      provisions of this agreement shall prevail, except if otherwise stipulated
      in this agreement.

                  


          

        

        


        
          
            	
                  	
                    32.3

                  	
                    Nothing
      in the provisions of this agreement can create the relationship of a
      partnership and/or agency between the Tenant and the Landlord and/or the
      management company and none of the above shall confer any right to a third
      party, except the triangle agreement and/or if otherwise explicitly
      mentioned in this agreement.

                  


          

        

        


        
          
            	
                  	
                    32.4

                  	
                    This
      agreement and its Appendixes, includes all of the intentions, rights and
      obligations of the parties, as were agreed by them in this agreement, and
      except for the terms of this agreement, all other conditions, oral
      conditions and/or representations and/or memorandums of understanding
      and/or declarations and/or undertakings and/or understandings that were
      made (if an insofar as were made) before the signing of this agreement
      whether orally or whether in writing, whether explicitly or implicitly,
      are hereby cancelled.

                  


          

        

        


        
          
            	
                  	
                    32.5

                  	
                    The
      parties declare that they read this agreement and they understood its
      contents and they are signing it out of their own free will. A few copies
      of this agreement were signed and each of them shall be considered an
      original.

                  


          

        

        


        
          	
                  33.

                	
                  Jurisdiction

                


        

        


        The
parties have determined that authorized court in Haifa which has material
jurisdiction shall have the sole and exclusive jurisdiction for the purposes of
this agreement and all of its Appendixes and everything arising from it,
including a claim for its breach, and no other court.

        


        In
witness whereof the parties have signed hereafter:

        


        
          
            
              
                	 /s/
      Authorized Signatory 	 
      	 /s/
      Authorized Signatory
	
                        The
      Landlord

                      	 
      	
                        The
      Tenant

                      


              

               

              
                
                  
                  

                

                
                  35