Unassociated Document


    


    
      Third
Addendum to the Unprotected Rental Agreement Dated July 15,
2001

    

    Made and executed in Raanana, December
28 , 2006

    


    Between

    Taya Center Ltd., Public Co.
52-002929-9

    of 14 Hecharoshet St., Industrial Zone,
Raanana

    Tel: 09-7481188; Fax:
09-7485588

    (Hereinafter – “the
Lessor”)

    First
Party   

    


    And

    Wintegra Ltd., Private Co.
51-290107-5

    of 14 Hecharoshet St., Taya
Center

    Industrial Zone,
Raanana

    Tel: 09-7439998, Fax:
09-7439992

    (Hereinafter – “the
Lessee”)

    Second Party    

    


    
      	
              Whereas

            	
              the Lessor and the Lessee are
      parties to an unprotected rental agreement dated July 15, 2001, including
      its various appendices, and an Addendum to the Agreement dated July 31,
      2005, attached to this Addendum and constituting an integral part thereof
      (hereinafter, jointly – “the Rental
      Agreement”);
      and

            


    

    


    
      	
              Whereas

            	
              the Lessee is interested in
      renting an additional area (as defined below) from the Lessor, all in
      accordance with the conditions of the Rental Agreement and of this
      Addendum; and

            


    

    


    
      	
              Whereas

            	
              the Parties are interested in
      recording these agreements in
writing.

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Accordingly,
it has been declared, conditioned, and agreed as follows:

    


    
      	
              Additional
      Definitions -

            	
              In
      this Third Addendum, the following terms shall have the meaning recorded
      alongside:

            


    

    
       

    

    
      	
              “The
      Third Additional
Premises” –

            	
              Offices with an area of 146.53
      sq.m. (one hundred forty  six square meters and fifty three
      square centimeters) situated on the third floor of the Building, defined
      as an additional part of Unit C-4, adjacent to the Premises currently
      occupied by the Lessee, at 6-8 Hamasger St. in the Industrial Zone,
      Raanana (including a proportional part of the public areas and as stated
      in section 2.2 of the Rental
      Agreement), the net area of which is marked in red on the diagram
      (Appendix “A”) (above and hereinafter – “the Third
      Additional Premises – Area D”).

            


    

    


    
      	
              “The Rental
      Period”-

            	
              The rental Period stipulated in
      section 4 of this Third Addendum.

            


    

     

    
      	
              1.

            	
              General

            


    

    
      	
               
      

            	
              1.1

            	
              The Preamble to this Addendum,
      including the definitions and declarations included therein, as well as
      the appendices attached thereto, constitute an integral part
      thereof.

            


    

    


    
      	
               
      

            	
              1.2

            	
              All terms defined in the Rental
      Agreement shall have the meaning attributed thereto therein in this
      Addendum, unless these were amended in this Third Addendum.

            


    

    


    
      	
              2.

            	
              Rental
      of the Third
      Additional
      Premises

            


    

    
      	
               
      

            	
              The Lessee hereby rents from the
      Lessor the Additional Premises, viz. offices with an area of 146.53 sq.m.
      (one hundred forty six square meters and fifty three
      square centimeters) situated on the third floor of the Building, defined
      as an additional part of Unit C-4, adjacent to the Premises currently
      occupied by the Lessee, at 6-8 Hamasger St. in Raanana (including a
      proportional part of the public areas and as stated in
      section 2.2 of the
      Rental Agreement), the net area of which is marked in red on the diagram
      (Appendix
      “A”) (above and
      hereinafter – “the
      Third Additional Premises – Area D.”)

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              3.

            	
              Delivery
      of Possession; Adaptations to the Premises
  –

            


    

    Possession of the Premises shall be
delivered to the Lessee upon signing this Third Addendum, As
Is.

    


    
      
        	
                4.

              	
                Rental
      Period

              


      

    

    
      	
               
      

            	
              4.1

            	
              The Lessor hereby lets to the
      Lessee, and the Lessee hereby rents from the Lessor, the Additional
      Premises - Area D, for a rental period  of twenty four (24)
      months, commencing on January 1, 2007 and ending on December 31, 2008
      (hereinafter – “the Rental
      Period of the Third Additional Premises – Area D”).

            


    

    


    
      	
               
      

            	
              4.2

            	
              Notwithstanding the above, the
      Parties hereby agree that the Lessee has the option, with prior notice of
      six (6) months, to shorten the Updated Rental Period by three (3) months,
      through September 30, 2008, or later, or to extend the Updated Rental
      Period by a period of up to three (3) months, through March 31, 2009, or
      less.

            


    

    


    
      
        	
                5.

              	
                Rental
      Fee for the Areas of the Premises, and Manner of Payment
      Thereof

              


      

    

    
      	
               
      

            	
              5.1

            	
              The Parties hereby establish that
      the Rental Fee that shall be paid by the Lessee to the Lessor for the
      rental of the Third Additional Premises – Area D for the Updated Rental
      Period, as stated in section 4 above, shall be in the sum of the Rental
      Fee quoted in section 5 to the Second Addendum of the Rental Agreement
      dated 7 February 2006 (including all sub-sections
      thereof)  (hereinafter – “the Rental Fee for the Third
      Additional Premises – Area
D”).

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              5.2

            	
              Rental Fee for the first quarter,
      from January 1, 2007 through March 31, 2007, is made on the occasion of
      signing this Third Addendum between the
  parties.

            


    

    


    
      	
              6.

            	
              Maintenance
      Fee / Maintenance Services
Fee

            


    

    
      	
               
      

            	
              The maintenance / maintenance
      services fee and other payments that shall be made by the Lessee to the
      Lessor for the area of the Third Additional Premises shall be at the level
      and in accordance with the calculation of the maintenance / maintenance
      services fee per square meter, as stated in sections 16.1 and 16.2
      (regarding maintenance / maintenance services fee), and section 7.3
      (regarding participation toward insurance fees) of the Rental
      Agreement.

            


    

    


    
      	
              7.

            	
              Securities
      and Guarantees

            


    

    
      	
               
      

            	
              The parties hereby agree that the
      bank guarantee held by the Lessor shall apply and serve also as security
      for the Lessee’s undertakings towards the Lessor, in accordance with the
      provisions of this Third
Addendum.

            


    

    


    
      	
              8.

            	
              With the exception of the express
      content of this Third Addendum, there are no amendments or additions or
      changes to the Rental Agreement, and all the provisions of the Agreement
      shall apply to the Third Additional Premises – Area D, in addition to this
      Addendum, with the changes expressly stated therein, and with such changes
      as required in accordance with the
  matter.

            


    

    


    
      Witnessed by
the signing of this Addendum

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Taya Center
      Ltd.

                                	 
      	
                                  Wintegra
    Ltd.

                                
	 
      	 
      	 
      
	
                                  /s/ signature
      illegible

                                	 
      	
                                  /s/ Uri
    Harari

                                
	 	 	 
	
                                  /s/ signature
      illegible

                                	 	/s/
      Jacob (Kobi)
Ben-Zvi


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              Appendix
      B-3

            


    

    
      	
               
      

            	
              (Section
      3.1 of the Agreement)

            


    

    


    
      	
               
      

            	
              Specifications
      for the Delivery of the Premises to Wintegra
  Ltd.

            


    

    


    
      	
               
      

            	
              Area
      Defined as the Third Additional Premises – Area D on Floor
      3

            


    

    
      	
               
      

            	
               Delivered
      As Is and Includes

            


    

    


    
      	
               
      

            	
              1.

            	
              Gross area of 146.53 sq.m, divided as appears in the sketch
      attached hereto, including areas, acoustic ceilings made of modular mineral plates, 60/60 cm,
      throughout the Premises, various lighting fixtures throughout the
      Premises, power outlets for electricity, communications, computer and
      telephone outlets, fire detectors and fire and smoke
      detectors.

            


    

    


    
      	
               
      

            	
              2.

            	
              Air-conditioning
      (for heating and cooling) 2 mini-central units (Unique
      Engineering brand) and one split top unit (Electra-Elco) for
      air-conditioning the area of the
  Premises.

            


    

    


    
      List of Air-conditioning
Units

    

    


    
      
        
          
            
              
                
                  	 
      	 
      	
                          Type

                        	 
      	
                          Model

                        	 
      	
                          HP BTV

                        
	 
      	 
      	 
      	 
      	 
      	 
      	
                          Ton of refrigeration 

                        
	
                          1

                        	 
      	
                          Mini central

                        	 
      	
                          MZ 1-1Unique Engineering -
      MC-600

                        	 
      	
                          6 tons of
      refrigeration

                        
	
                          2

                        	 
      	
                          Mini central

                        	 
      	
                          MZ 1-2 Unique Engineering – MC
      -600

                        	 
      	
                          6 tons of
      refrigeration

                        
	
                          3

                        	
                            

                        	
                          Split – upper

                        	
                            

                        	
                          Electra-Elco model NSA
      775

                        	
                            

                        	
                          2.08 tons of
      refrigeration

                        


                

              

            

          

        

      

    

     

    
      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Taya Center
      Ltd.

                                  	 
      	
                                    Wintegra
    Ltd.

                                  
	 
      	 
      	 
      
	
                                    /s/ signature
      illegible

                                  	 
      	
                                    /s/ Uri
    Harari

                                  
	 	 	 
	
                                    /s/ signature
      illegible

                                  	 	/s/
      Jacob (Kobi) Ben-Zvi


                          

                           

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
          

        

      

    

    
 

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      Fourth
Addendum to
the Unprotected Rental Agreement Dated July 15, 2001

    

    Made and executed in Raanana May 2,
2007

    


    Between

    Taya Center Ltd., Public Co.
52-002929-9

    of 14 Hecharoshet St., Industrial Zone,
Raanana

    Tel: 09-7481188; Fax:
09-7485588

    (Hereinafter – “the
Lessor”)

    First
Party   

    


    And

    Wintegra Ltd., Private Co.
51-290107-5

    of 14 Hecharoshet St., Taya
Center

    Industrial Zone,
Raanana

    Tel: 09-7439998, Fax:
09-7439992

    (Hereinafter – “the
Lessee”)

    Second
Party   

    


    
      	
              Whereas

            	
              the Lessor and the Lessee are
      parties to an unprotected rental agreement dated July 15, 2001, including
      its various appendices, and an Addendum to the Agreement dated July 31,
      2005, and a Second Addendum dated Feb. 7, 2006, and a Third Addendum to
      the Agreement, dated December 28, 2006, attached to this Addendum and
      constituting an integral part thereof (hereinafter, jointly – “the Rental
      Agreement”); and

            


    

    


    
      	
              Whereas

            	
              the Lessee is interested in
      extending the Rental Period for all the  Premises contained in
      the Rental Agreement including the three Addendum, and in renting an
      additional area (as defined below) from the Lessor, all in accordance with
      the conditions of the Rental Agreement and of this Fourth Addendum;
      and

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              Whereas

            	
              the Parties are interested in
      recording these agreements in
writing.

            


    

    


    Accordingly,
it has been declared, conditioned, and agreed as follows:

    


    
      	
              1.

            	
              General

            


    

    
      	
               
      

            	
              1.1

            	
              The Preamble to this Addendum,
      including the definitions and declarations included therein, as well as
      the appendices attached thereto, constitute an integral part
      thereof.

            


    

    


    
      	
               
      

            	
              1.2

            	
              All terms defined in the Rental
      Agreement shall have the meaning attributed thereto therein in this
      Addendum, unless these were amended in this Fourth
      Addendum.

            


    

    


    
      	
              2.

            	
              Extension
      of Rental Period

            


    

    
      	
               
      

            	
              The Lessor and the Lessee in
      signing this Agreement hereby agree that contrary to the provisions
      regarding Rental Period/s of all the Premises contained in the Rental
      Agreement including all three Addendum, the Rental Period for all Premises
      is hereby extended until April 30, 2009 (hereinafter: “the Extended Rental
      Period”).

            


    

    


    
      	
              3.

            	
              Rental
      Period

            


    

    Notwithstanding the above, the Parties hereby agree that the Lessee
has the option, with prior notice of six (6) months, to shorten the Extended
Rental Period by three (3) months, through January 31, 2009, or later, or to
extend the Extended Rental Period by a period of up to three (3) months, through
July 31, 2009, or less.

    


    
      	
              4.

            	
              With the exception of the express
      content of this Fourth Addendum, there are no amendments or additions or
      changes to the Rental Agreement, and all the provisions of the Agreement,
      including all three Addenda, shall apply to the Premises, with the changes
      expressly stated therein, and with such changes as required in accordance
      with the matter.

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      Witnessed by
the signing of this Addendum

      
        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Taya Center
      Ltd.

                                    	 
      	
                                      Wintegra
    Ltd.

                                    
	 
      	 
      	 
      
	
                                      /s/ signature
      illegible

                                    	 
      	
                                      /s/ Uri
    Harari

                                    
	 	 	 
	
                                      /s/ signature
      illegible

                                    	 	/s/
      Shai Shahar


                            

                             

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

    

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              Appendix
      B-3

            


    

    
      	
               
      

            	
              (Section
      3.1 of the Agreement)

            


    

    


    
      	
               
      

            	
              Specifications
      for the Delivery of the Premises to Wintegra
  Ltd.

            


    

    


    
      	
               
      

            	
              Area
      Defined as the Third Additional Premises – Area D on Floor
      3

            


    

    
      	
               
      

            	
               Delivered
      As Is and Includes

            


    

    


    
      	
               
      

            	
              3.

            	
              Gross area of 146.53 sq.m, divided as appears in the sketch
      attached hereto, including areas, acoustic ceilings made of modular mineral plates, 60/60 cm,
      throughout the Premises, various lighting fixtures throughout the
      Premises, power outlets for electricity, communications, computer and
      telephone outlets, fire detectors and fire and smoke
      detectors.

            


    

    


    
      	
               
      

            	
              4.

            	
              Air-conditioning
      (for heating and cooling) 2 mini-central units (Unique
      Engineering brand) and one split top unit (Electra-Elco) for
      air-conditioning the area of the
  Premises.

            


    

    


    
      List of Air-conditioning
Units

    

    


    
      
        
          
            
              
                	 
      	 
      	
                        Type

                      	 
      	
                        Model

                      	 
      	
                        HP BTV

                      
	 
      	 
      	 
      	 
      	 
      	 
      	
                        Ton of refrigeration 

                      
	
                        1

                      	 
      	
                        Mini central

                      	 
      	
                        MZ 1-1Unique Engineering -
      MC-600

                      	 
      	
                        6 tons of
      refrigeration

                      
	
                        2

                      	 
      	
                        Mini central

                      	 
      	
                        MZ 1-2 Unique Engineering – MC
      -600

                      	 
      	
                        6 tons of
      refrigeration

                      
	
                        3

                      	
                          

                      	
                        Split – upper

                      	
                          

                      	
                        Electra-Elco model NSA
      775

                      	
                          

                      	
                        2.08 tons of
      refrigeration

                      


              

            

          

        

      

    

     

    
      
        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Taya Center
      Ltd.

                                    	 
      	
                                      Wintegra
    Ltd.

                                    
	 
      	 
      	 
      
	
                                      /s/ signature
      illegible

                                    	 
      	
                                      /s/ Uri
    Harari

                                    
	 	 	 
	
                                      /s/ signature
      illegible

                                    	 	/s/
      Shai Shahar


                            

                             

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              Fifth
      Addendum to the Unprotected Rental Agreement Dated July 15,
      2001

            


    

    Made and executed in Raanana, June 4,
2007

    In effect from June 1,
2007

    


    Between

    Taya Center Ltd., Public Co.
52-002929-9

    of 14 Hecharoshet St., Industrial Zone,
Raanana

    Tel: 09-7481188; Fax:
09-7485588

    (Hereinafter – “the
Lessor”)

    First
Party   

    


    And

    Wintegra Ltd., Private Co.
51-290107-5

    of 14 Hecharoshet St., Taya
Center

    Industrial Zone,
Raanana

    Tel: 09-7439998, Fax:
09-7439992

    (Hereinafter – “the
Lessee”)

    Second
Party   

    


    
      	
              Whereas

            	
              the Lessor and the Lessee are
      parties to an unprotected rental agreement dated July 15, 2001, including
      its various appendices, and an Addendum to the Agreement dated July 31,
      2005, and a Second Addendum dated Feb. 7, 2006, and a Third Addendum to
      the Agreement, dated December 28, 2006, and a Fourth Addendum to the
      Agreement, dated May 2, 2007, attached to this Addendum and constituting
      an integral part thereof (hereinafter, jointly – “the Rental Agreement”);
      and

            


    

    


    
      	
              Whereas

            	
              the Lessee is interested in
      renting an additional area (as defined below) from the Lessor, all in
      accordance with the conditions of the Rental Agreement and of this
      Addendum; and

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              Whereas

            	
              the Parties are interested in
      recording these agreements in
writing.

            


    

    


    Accordingly,
it has been declared, conditioned, and agreed as follows:

    


    
      	
              Additional
      Definitions -

            	
              In this Fifth Addendum, the
      following terms shall have the meaning recorded
      alongside:

            


    

    
      	
              
                “The Additional        

              

            	 


    

    
      	
               Premises”
      –

            	
              Offices with an area of 180.70
      sq.m. (one hundred eighty square meters and seventy square centimeters)
      situated on the third floor of the Building, defined as a part of Unit
      C-2, situated opposite to the Lessee’s offices, on14 Hecharoshet St,
      corner of 6-8 Hamasger St. in the Industrial Zone, Raanana (including a
      proportional part of the public areas and as stated in Section 2.2 of the
      Rental Agreement, the net area of which is marked in red on the diagram
      (Appendix “A”) (above and hereinafter – “the Fourth Additional Premises –
      Area E”).

            


    

    


    
      	
              “The Rental
      Period”-

            	
              The rental Period stipulated in
      Section 4 of this Fifth Addendum.

            


    

     

    
      	
              1.

            	
              General

            


    

    
      	
               
      

            	
              1.1

            	
              The Preamble to this Addendum -
      including the definitions and declarations included therein - as well as
      the appendices attached thereto, constitute an integral part
      thereof.

            


    

    


    
      	
               
      

            	
              1.2

            	
              All terms defined in the Rental
      Agreement shall have the meaning attributed thereto therein in this
      Addendum, unless these were amended in this Fifth
      Addendum.

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              2.

            	
              Rental
      of the Fourth Additional
Premises

            


    

    
      	
               
      

            	
              The Lessee hereby rents from the
      Lessor the Additional Premises, viz. offices with an area of
      180.70  sq.m. (one hundred eighty square meters and seventy
      square centimeters) situated on the third floor of the Building, defined
      as a part of Unit C-2, situated opposite to the Lessee’s offices, on14
      Hecharoshet St, corner of 6-8 Hamasger St. in the Industrial Zone, Raanana
      (including a proportional part of the public areas and as stated in
      Section 2.2 of the Rental Agreement, the net area of which is marked in
      red on the diagram (Appendix
      “A”) (above and
      hereinafter – “the
      Fourth Additional Premises – Area E”).

            


    

    


    
      	
              3.

            	
              Delivery
      of Possession; Adaptations to the Premises
  –

            


    

    Possession of the Premises shall be
delivered to the Lessee upon signing this Fifth Addendum, As
Is.

    


    
      	
              4.

            	
              Rental
      Period

            


    

    
      	
               
      

            	
              4.1

            	
              The Lessor hereby lets to the
      Lessee, and the Lessee hereby rents from the Lessor, the Additional
      Premises - Area E, for a rental period  of twenty three (23)
      months, commencing on June 1, 2007 and ending on April 30, 2009
      (hereinafter – “the Rental Period of the Fourth Additional Premises – Area
      E”).

            


    

    


    
      	
               
      

            	
              4.2

            	
              Notwithstanding the above, the
      Parties hereby agree that the Lessee has the option, with prior notice of
      six (6) months, to shorten the Updated Rental Period by three (3) months,
      through January 31, 2009, or later, or to extend the Updated Rental Period
      by a period of up to three (3) months, through July 31, 2009, or less, as
      also stated in section 3 to the Fourth Addendum of the
      Rental Agreement, dated May 2,
2007.

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              5.

            	
              Rental
      Fee for the Areas of the Premises, and Manner of Payment
      Thereof

            


    

    
      	
               
      

            	
              5.1

            	
              The Parties hereby establish that
      the Rental Fee that shall be paid by the Lessee to the Lessor for the
      rental of the Fourth Additional Premises – Area E for the Rental Period, as stated in
      section 4 above,
      shall be in the sum of the Rental Fee quoted in section 5 to the Second Addendum of the
      Rental Agreement dated 7 February 2006 (including all
      sub-sections
      thereof)  (hereinafter – “the Rental Fee for the Fourth
      Additional Premises – Area
E”).

            


    

    


    
      	
               
      

            	
              5.2

            	
              Notwithstanding the above, it is
      hereby agreed between the Parties that the Lessee shall be exempt from
      payment of Rental Fees only for this Premises for the period between June
      1, 2007 through 31 December,
2007.

            


    

    


    
      	
               
      

            	
              5.3

            	
              Collection of Rental fees above
      plus maintenance fees and all other fees as prescribed in this Fifth
      Addendum shall be in accordance with the provisions of sections 6.5 to the Rental Agreement of
      July 15, 2001, and the standing order for debiting the Lessee’s account
      shall serve for collection of all payments required under the provisions
      of this Fifth Addendum as
well.

            


    

    


    
      	
              6.

            	
              Maintenance
      Fee / Maintenance Services
Fee

            


    

    
      	
               
      

            	
              The maintenance / maintenance
      services fee and other payments that shall be made by the Lessee to the
      Lessor for the area of the Fourth Additional Premises – Area E, shall be
      at the level and in accordance with the calculation of the maintenance /
      maintenance services fee per square meter, as stated in
      sections 16.1 and
      16.2 (regarding maintenance / maintenance services fee), and
      section 8.3
      (regarding participation toward insurance fees) of the Rental
      Agreement.

            


    

    


    
      	
              7.

            	
              Securities
      and Guarantees

            


    

    
      	
               
      

            	
              The parties hereby agree that the
      bank guarantee held by the Lessor shall apply and serve also as security
      for the Lessee’s undertakings towards the Lessor, in accordance with the
      provisions of this Fifth
Addendum.

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              8.

            	
              With the exception of the express
      content of this Fifth Addendum, there are no amendments or additions or
      changes to the Rental Agreement, and all the provisions of the Agreement
      shall apply to the Fourth Additional Premises – Area
      E, in addition to
      this Addendum, with the changes expressly stated therein, and with such
      changes as required in accordance with the
  matter.

            


    

    


    
      Witnessed by
the signing of this Addendum

      
        
          


          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Taya Center
      Ltd.

                                      	 
      	
                                        Wintegra
    Ltd.

                                      
	 
      	 
      	 
      
	
                                        /s/ signature
      illegible

                                      	 
      	
                                        /s/ Uri
    Harari

                                      
	 	 	 
	
                                        /s/ signature
      illegible

                                      	 	/s/
      Shai Shahar


                              

                               

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    [ SKETCHES]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Appendix B-1 – (Section 3 to the Fifth
Addendum to the Agreement)

    Specifications
for Delivery of the Fourth Premises (Area E) to Wintegra
Ltd.

    


    Offices in a gross area of 180.70 sq.m., divided As Is into
–

    


    
      	
              1.

            	
              Director’s office; conference
      room’ secretary’s desk at the entrance to premises; four (4) open space
      stations with plaster walls, for nine (9) work stations ; communications
      and computer room, electricity
room;

            


    

    
      kitchenette – dining room; 2
bathrooms;

    

    


    
      	
              2.

            	
              Carpeting – wall-to-wall carpeting
      throughout the Premises, except in the kitchenette/dining room and
      bathrooms, which are tiled.

            


    

    


    
      	
              3.

            	
              Ceilings – acoustic ceilings from modular
      mineral plates, 60/60 cm, throughout the
  Premises.

            


    

    


    
      	
              4.

            	
              Lighting
      / lighting units – 48
      sunken light units (louvers) throughout the Premises, including dual
      purpose emergency / routine lighting, 6 PL lighting fixtures in the
      hallway of the Premises, and 4 PL  lighting fixtures in the
      bathrooms.

            


    

    


    
      	
              5.

            	
              Doors – Formica doors on the director’s
      office, conference room and kitchenette, entrance/exit door double winged
      white “Pladelet” door
      with “panic handle”
      for emergency exit from the
Premises.

            


    

    


    
      	
              6.

            	
              Windows – windows according to the
      standard in the building, as currently installed – 50% for “dry keep”
      opening, and railings on the windows facing the street, as currently
      installed.

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              7.

            	
              Bathrooms –2 units of man and women’s
      bathrooms, including – sink for washing hands, two ventilators in the
      bathroom units – all as installed in the
  Premises.

            


    

    


    
      	
              8.

            	
              Kitchenette/dining
      room – marble
      “Keisar” counter serving as table, lower utensils closet and upper
      utensils closet, sink, and marble “Keisar” counter between upper and lower
      closets.

            


    

    


    
      	
              9.

            	
              Power
      and communications facility – communications switchboard
      (0.534 x 0.48 sq.m) as currently installed in the
      Premises.

            


    

    Electrical
board/closet – electrical
board/closet in the electric room adjacent to the laboratory, including
automatic fire
extinguisher in the
electric room, as currently installed in the Premises.

    
      Alarm
system – wiring for an
alarm system, including detectors, throughout the Premises, as currently
installed in the Premises, not connected to any central call
center.

    

    


    
      	
              10.

            	
              Safety –smoke detectors, in accordance
      with the fire department requirements, also connected to the main
      coordinator in the Taya Center, as currently
    installed.

            


    

    
      One (1) fire extinguisher and
roller/hose for water for firefighting in laboratory hall, as currently
installed.

    

    


    
      	
              11.

            	
              Two
      (2) Air-conditioning units, mini-central, (for heating and
      cooling) entire area of the Premises, via
      shutters in the acoustic ceilings, with a total capacity of 7.8 tons of
      refrigeration, Tadiran brand, and two (2) split air-conditioning units,
      with a total capacity of 3.87 tons of refrigeration, Electra-Elco brand,
      installed in the conference room and in the work corner at the entrance to
      the Premises.

            


    

    


    
      	
              12.

            	
              Vertical blinds on all windows in
      the Premises, as currently
installed.

            


    

    


    
      	
              13.

            	
              Water meter to be transferred to
      the name of the Lessee, installed by the local authority, for measuring
      water consumption at the
Premises.

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              14.

            	
              Secondary-meter for measure
      electricity consumption at the Premises, installed by the
      Lessor.

            


    

     

    
      
        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Taya Center
      Ltd.

                                    	 
      	
                                      Wintegra
    Ltd.

                                    
	 
      	 
      	 
      
	
                                      /s/ signature
      illegible

                                    	 
      	
                                      /s/ Uri
    Harari

                                    
	 	 	 
	
                                      /s/ signature
      illegible

                                    	 	/s/
      Shai Shahar


                            

                             

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      Sixth
Addendum to
Rental Agreement

    

    Made and executed in Ramat Gan, August 3, 2008

    
 

    
      	
              Between

            	
              Sela
      Capital Properties Ltd. Public Co.
      51-3992529

            


    

    of 7 Jabotinsky St., Ramat
Gan

    (Hereinafter – “the
Lessor”)

    


    First Party

    


    
      	
              And

            	
              Wintegra Ltd.,
      Private Co.
      51-290107-5

            


    

    of 6 Hamasger St., Taya Center

    Tel: 09-7439998, Fax:
09-7439992

    (Hereinafter – “the
Lessee”)

    


    Second Party

    


    
      	
              Whereas

            	
              the Lessor is the owner of
      leasehold right in the building known as block 8981 parcels 17, 18, 19,
      24, located at 16-18 Hacharoshet St., Industrial Zone Raanana
      (hereinafter: “the Building”, including, inter
      alia, all areas rented to the Lessee under the Rental Agreement dated July
      15, 2001, and all addendums to this Rental Agreement, First Addendum
      through Fifth Addendum, signed between the Taya Company and the Lessee
      (hereinafter: the “Premises”);
and

            


    

    


    
      	
              Whereas

            	
              The Lessee purchased the Building from the Taya Center
      Company Ltd., which had been the previous owners of the Building
      (hereinafter: “Taya”), which had rented the Premises to the Lessee under
      unprotected rental agreements  dated July 15, 2001 and the
      addenda to the Rental Agreement (hereinafter: the Rental Agreement). The
      Rental Agreement and all appendices thereto are attached to this Agreement
      as an integral part of the Addenda;
and

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              Whereas

            	
              Taya’s rights vis-à-vis the Lessee
      were fully assigned to the Lessor;
and

            


    

    


    
      	
              Whereas

            	
              the Rental Period under the Fourth
      Addendum to the Rental Agreement, including the option period, will end on
      July 31, 2009; and

            


    

    


    
      	
              Whereas

            	
              the Lessee desires to continue to
      rent the Premises from the Lessor for an additional period as set forth
      below in this Sixth Addendum to the Rental
    Agreement.

            


    

    


    Accordingly,
the Parties
have declared,
provided, and agreed
as follows:

    


    
      
        	
                1.

              	
                The Preamble to this
      Addendum is one with the Addendum and
      constitutes an integral part
      thereof.

              


      

    

    


    
      
        	
                2.

              	
                The Rental Agreement dated July
      15, 2001 and all addenda signed between Taya and the Lessee including all
      conditions and clauses mutatis mutandis, including changes in the name of
      the Lessor, are hereby extended for an additional period as set forth
      below, with the exception of the conditions set forth
      below.

              


      

    

    The terms of this Agreement, subject to
the required changes and/or changes contained herein, shall also apply during
the option period named below.

    


    
      
        	
                3.

              	
                In place of the Rental Period
      appearing in the Rental Agreement, the Lessor hereby rents the Premises to
      the Lessee, and the Lessee hereby rents the Premises from the Lessor, for
      a period ending on July 15, 2009 (hereinafter: the “Additional Period”).
      The Lessee is also given the option to continue and extend the rental for
      an additional 4 month period from July 15, 2009 until November 15, 2009
      (hereinafter: the “Option
Period”).

              


      

    

    


    
      
        	
                4.

              	
                With the exception of the express
      content of this Sixth Addendum, there are no changes to the terms of the
      Rental Agreement, and all the provisions of the Rental Agreement,
      including all five addenda, shall apply, including in the matter of level
      of Rental Fees, times of payment and manner of linkage for all Premises,
      with the changes explicitly noted including changes in this Sixth
      Addendum, and with the changes required, as the case may
      be.

              


      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      
        	
                5.

              	
                A.

              	
                The Lessee undertakes by
      fundamental undertaking to renew the bank guarantee given as a security
      for the Rental Agreement, to remain in effect for the Additional Rental
      Period and for the Option Period named in section 3 to the Sixth Addendum
      above (if realized), and with an additional 3 months from the end of the
      Option Period (if realized). The Lessee must deliver the new bank
      guarantee by June 1,
2009.

              


      

    

    


    
      
        
          	
                   

                	
                  B.

                	
                  Should the Lessee breach any of
      its undertakings contained in the Rental Agreement and/or in any of the
      addenda to the Rental Agreement, the Lessor may use the bank guarantee for
      payment of any money due to the Lessor under the Rental Agreement and/or
      under any of the addenda to the Rental
  Agreement.

                


        

      

    

    


    
      
        	
                6.

              	
                If the Lessee does not wish to
      realize the option offered in section 3 above and/or wishes to realize the
      option for shorter than 4 month period, it must notify the Lessor in
      writing that it does not wish to realize the option or that it will
      realize the option for shorter than the 3 month period. If by January 15,
      2009 no such notice has been received from the Lessee, rental shall be
      automatically renewed until Nov. 15,
  2009.

              


      

    

    


    
      
        	
                7.

              	
                The addresses of the Parties for
      purposes of this Addendum are as appear above, in the preamble to the
      Addendum, and any notice sent by one party to the other according to the
      aforesaid addresses shall be deemed having been delivered at the end of 48
      hours after delivery to a post office, and if hand delivered, at the time
      of actual delivery.

              


      

    

    


    
      In Witness
Whereof the Parties Hereby Set Their Hands

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    
    

    
      
        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Sela Capital Properties
      Ltd.

                                        	 
      	
                                          Wintegra
    Ltd.

                                        
	 
      	 
      	 
      
	
                                                
                                            /s/ Itzhak
      Sela

                                          

                                        	 
      	
                                          /s/ Jacob (Kobi)
      Ben-Zvi

                                        
	 	 	 
	
                                          /s/ signature
      illegible

                                        	 	/s/
      Shai Shahar
	The
      Lessor 	 	The
      Lessee


                                

                              

                            

                             

                          

                        

                      

                    

                  

                

              

            

          

        

      



    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      Seventh
Addendum to
Rental Agreement

    

    Made and
executed in Ramat Gan, July 26, 2009

    


    
      	
              Between

            	
              Sela
      Capital Properties Ltd. Public Co.
      51-3992529

            


    

    of 7 Jabotinsky St., Ramat
Gan

    (Hereinafter – “the
Lessor”)

    


    First Party

    


    
      	
              And

            	
              Wintegra Ltd.,
      Private Co.
      51-290107-5

            


    

    of 6 Hamasger St., Taya Center

    Tel: 09-7439998, Fax:
09-7439992

    (Hereinafter – “the
Lessee”)

    


    Second Party

    


    
      	
              Whereas

            	
              the Lessor is the owner of
      leasehold right in the building known as block 8981 parcels 17, 18, 19,
      24, located at 16-18 Hacharoshet St., Industrial Zone Raanana
      (hereinafter: “the Building”, including, inter alia, all areas rented to
      the Lessee under the Rental Agreement dated July 15, 2001, and all
      addendums to this Rental Agreement , First Addendum through Fifth
      Addendum, signed between the Taya Company and the Lessee (hereinafter: the
      “Premises”); and

            


    

    


    
      	
              Whereas

            	
              The Lessee purchased the Building from the Taya Center
      Company Ltd., which had been the previous owners of the Building
      (hereinafter: “Taya”), which had rented the Premises to the Lessee under
      unprotected rental agreements  dated July 15, 2001 and the
      addenda to the Rental Agreement (hereinafter: the Rental Agreement). The
      Rental Agreement and all appendices thereto are attached to this Agreement
      as an integral part of the Addenda;
and

            


    

    


    
      	
              Whereas

            	
              Taya’s rights vis-à-vis the Lessee
      were fully assigned to the Lessor;
and

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              Whereas

            	
              the Rental Period under the Sixth
      Addendum to the Rental Agreement, including the option period, will end on
      September 30, 2009; and

            


    

    


    
      	
              Whereas

            	
              the Lessee desires to continue to
      rent the Premises from the Lessor for an additional period as set forth
      below in this Seventh Addendum to the Rental
    Agreement.

            


    

    


    Accordingly,
the Parties
have declared,
provided, and agreed
as follows:

    


    
      
        	
                8.

              	
                The Preamble to this
      Addendum is one with the Addendum and
      constitutes an integral part
      thereof.

              


      

    

    


    
      
        	
                9.

              	
                The Rental Agreement dated July
      15, 2001 and all addenda signed between the Parties (including between
      Taya and the Lessee) including all conditions and clauses mutatis
      mutandis, including changes in the name of the Lessor, are hereby extended
      for an additional period as set forth below, with the exception of the
      conditions set forth
below.

              


      

    

    The terms of this Agreement, subject to
the required changes and/or changes contained herein shall also apply during the
option period named below.

    


    
      
        	
                10.

              	
                In place of the Rental Period
      appearing in the Sixth Addendum, the Lessor hereby rents the Premises to
      the Lessee, and the Lessee hereby rents the Premises from the Lessor, for
      a period ending on December 31, 2009 (hereinafter: the “Additional
      Period”). The Lessee is also given the option to continue and extend the
      rental for an additional 3 month period from December 31, 2009 until March
      31, 2010 (hereinafter: the “Option
  Period”).

              


      

    

    


    
      
        	
                11.

              	
                With the exception of the express
      content of this Seventh Addendum, there are no changes to the terms of the
      Rental Agreement, and all the provisions of the Rental Agreement,
      including all six addenda, shall apply, including in the matter of level
      of Rental Fees, times of payment and manner of linkage for all Premises,
      with the changes explicitly noted including changes in this Seventh
      Addendum, and with the changes required, as the case may
      be.

              


      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              12.

            	
              A.

            	
              The Lessee undertakes by
      fundamental undertaking to renew the bank guarantee given as a security
      for the Rental Agreement, to remain in effect for the Additional Rental
      Period and for the Option Period named in section 3 to the Seventh
      Addendum above (if realized), and with an additional 3 months from the end
      of the Option Period (if
realized).

            


    

    


    
      	
               
      

            	
              B.

            	
              Should the Lessee breach any of
      its undertakings contained in the Rental Agreement and/or in any of the
      addenda to the Rental Agreement, the Lessor may use the bank guarantee for
      payment of any money due to the Lessor under the Rental Agreement and/or
      under any of the addenda to the Rental
  Agreement.

            


    

    


    
      	
              13.

            	
              If the Lessee does not wish to
      realize the option offered in section 3 above and/or wishes to realize the
      option for shorter than the 3 month period, it must notify the Lessor in
      writing that it does not wish to realize the option or that it will
      realize the option for shorter than the 3 month period. If by Nov. 15,
      2009 no such notice has been received from the Lessee, rental shall be
      automatically renewed until March 31,
  2010.

            


    

    


    
      	
              14.

            	
              It is hereby agareed that the
      Lessor has the option to demand that the Lessee vacate the Premises (all
      of any part thereof, at the Lessor’s discretion) and bring the Rental
      Period to an end during the entire Additional Period, including during the
      Option Period, with 60 days’
notice.

            


    

    


    
      	
              15.

            	
              The addresses of the Parties for
      purposes of this Addendum are as appear above, in the preamble to the
      Addendum, and any notice sent by one party to the other according to the
      aforesaid addresses shall be deemed having been delivered at the end of 48
      hours after delivery to a post office, and if hand delivered, at the time
      of actual delivery.

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      In Witness
Whereof the Parties Hereby Set Their Hands

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Sela Capital Properties
      Ltd.

                                  	 
      	
                                    Wintegra
    Ltd.

                                  
	 	 	 
	
                                    /s/ Itzhak
    Sela

                                  	 
      	
                                    /s/ Jacob (Kobi)
      Ben-Zvi

                                  
	 	 	

                                    The
  Lessee

                                  
	
                                    /s/
      signature illegible 

                                  	 	 
	
                                    The Lessor

                                  	 
      	
                                     

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      Eighth
Addendum to
Rental Agreement

    

    Made and executed in Ramat Gan, Sept. 30, 2009

    


    
      	
              Between

            	
              Sela
      Capital Properties Ltd. Public Co.
      51-3992529

            


    

    of 7 Jabotinsky St., Ramat
Gan

    (Hereinafter – “the
Lessor”)

    


    First Party

    


    
      	
              And

            	
              Wintegra Ltd.,
      Private Co.
      51-290107-5

            


    

    of 6 Hamasger St., Taya Center

    Tel: 09-7439998, Fax:
09-7439992

    (Hereinafter – “the
Lessee”)

    


    Second Party

    


    
      	
              Whereas

            	
              the Lessor is the owner of
      leasehold right in the building known as block 8981 parcels 17, 18, 19,
      24, located at 16-18 Hacharoshet St., Industrial Zone Raanana
      (hereinafter: “the Building”, including, inter alia, all areas rented to
      the Lessee under the Rental Agreement dated July 15, 2001, and all
      addendums to this Rental Agreement , First Addendum through Fifth
      Addendum, signed between the Taya Company and the Lessee (hereinafter: the
      “Premises”); an d

            


    

    


    
      	
              Whereas

            	
              The Lessee purchased the Building from the Taya Center
      Company Ltd., which had been the previous owners of the Building
      (hereinafter: “Taya”), which had rented the Premises to the Lessee under
      unprotected rental agreements  dated July 15, 2001 and the
      addenda to the Rental Agreement (hereinafter: the Rental Agreement). The
      Rental Agreement and all appendices thereto are attached to this Agreement
      as an integral part of the Addenda;
and

            


    

    


    
      	
              Whereas

            	
              Taya’s rights vis-à-vis the Lessee
      were fully assigned to the Lessor;
and

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              Whereas

            	
              the Rental Period under the Sixth
      Addendum to the Rental Agreement, including the option period, will end on
      December 31, 2009; and

            


    

    


    
      	
              Whereas

            	
              the Lessee desires to continue to
      rent the Premises from the Lessor for an additional period as set forth
      below in this Eighth Addendum to the Rental
    Agreement.

            


    

    


    Accordingly,
the Parties
have declared,
provided, and agreed
as follows:

    


    
      	
              16.

            	
              The Preamble to this
      Addendum is one with the Addendum and
      constitutes an integral part
      thereof.

            


    

    


    
      	
              17.

            	
              The Rental Agreement dated July
      15, 2001 and all addenda signed between Taya and the Lessee including all
      conditions and clauses mutatis mutandis, including changes in the name of
      the Lessor, are hereby extended for an additional period as set forth
      below, with the exception of the conditions set forth
      below.

            


    

    The terms of this Agreement, subject to
the required changes and/or changes contained herein shall also apply during the
option period named below.

    


    
      	
              18.

            	
              In place of the Rental Period
      appearing in the Rental Agreement, the Lessor hereby rents the Premises to
      the Lessee, and the Lessee hereby rents the Premises from the Lessor, for
      an additional period of 24 months starting on January 1, 2010 through
      December 31, 2011 (hereinafter: the “Additional Period”). The Lessee is
      also given the option to continue and extend the rental for an additional
      12 month period from January 1, 2012 until December 31, 2012 (hereinafter:
      the “Option Period”).

            


    

    


    
      	
              19.

            	
              With the exception of the express
      content of this Eighth Addendum, there are no changes to the terms of the
      Rental Agreement, and all the provisions of the Rental Agreement,
      including all eight addenda, shall apply, including in the matter of level
      of Rental Fees noted in this Eighth Addendum, and with the changes
      required, as the case may
be.

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              20.

            	
              A.

            	
              The Lessee undertakes by
      fundamental undertaking to renew the bank guarantee given as a security
      for the Rental Agreement, to remain in effect for the Additional Rental
      Period and for the Option Period named in section 3 to the Eighth Addendum
      above (if realized). The Lessee must deliver the new bank guarantee by
      Dec. 1, 2009.

            


    

    


    
      	
               
      

            	
              B.

            	
              Should the Lessee breach any of
      its undertakings contained in the Rental Agreement and/or in any of the
      addenda to the Rental Agreement, the Lessor may use the bank guarantee for
      payment of any money due to the Lessor under the Rental Agreement and/or
      under any of the addenda to the Rental
  Agreement.

            


    

    


    
      	
              21.

            	
              If the Lessee does not wish to
      realize the option offered in section 3 above, it must notify the Lessor
      in writing that it does not wish to realize the option by April 1, 2011.
      If by April 1, 2011 no such notice has
      been received from the Lessee, rental shall be automatically renewed until
      Dec. 31, 2012.

            


    

    


    
      	
              22.

            	
              Starting on October 1, 2010 and
      through until December 31, 2011, Rental Fees and Management and Parking
      Fees shall be as follows:

            


    

    


    
      
        	 	
                7.1

              	
                Rental Fees for
      each gross meter shall be set at NIS 45 per
      month.

              


      

    

     

    
      
        	 	
                7.1.1

              	
                Management Fees
      for each gross meter shall be set at NIS 12 per
      month.

              


      

    

     

    
      
        	 	
                7.1.2

              	
                Parking Fees for
      each parking spot shall be set at NIS 275 per
      month.

              


      

    

    


    
      
        	
              	
                7.2

              	
                All the above sums shall have VAT
      added and shall be linked to the consumer price index (hereinafter: “the
      Index”), under linkage conditions as set out in the Rental Agreement.
      These sums shall be linked to the Index as published on Aug. 15, 2009,
      which stands at 104.5 points. The Parties agree that the rise in the index
      in August 2009, indicated by the Index to be published on Sept. 15, 2009,
      will be calculated by half and not in full, for purposes of calculating
      linkage for all future
payments.

              


      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      
        	
              	
                7.3

              	
                Rental Fees and Parking Fees for
      the Option Period under section 3 of this Addendum, viz for the period
      from Jan. 1, 2012 until Dec. 31, 2012 shall be determined by an authorized
      assessor, chairman of the Assessors’ Association, whose determination
      shall be final and binding for both Parties. The assessor will give his
      opinion by no later than March 10, 2011. The cost of the Assessor’s expert
      opinion will be divided equally between the two
      Parties.

              


      

    

    


    
      	
              23.

            	
              The Lessor will repair the
      air-conditioning system at its own expense, including leaks, if any. The
      Lessee will alone bear all other costs of improvements and repairs it
      decides to perform at the Premises, including painting of the Premises,
      changing the flooring, electricity systems, kitchen, bathrooms
      etc.

            


    

    


    
      	
              24.

            	
              If the Lessee is ordered by final
      judgment or settlement agreement to pay compensation for cancellation of
      the Rental Agreement in the building located at 9A Dafna St., Raanana,
      with the Ahuzat Gush 7656 Parcels no. 31 and 32 Company Ltd., after
      conducting legal processes at the court or mediation or arbitration, and
      as a result, a final judgment is handed down or a settlement agreement
      signed, and should the obligation imposed upon the Lessee exceed the rate
      of 9 (nine) months rental (including parking) as the Lessee has undertaken
      to pay in the rental agreement for the building located at 9A Dafna St.,
      Raanana, with the Ahuzat Gush 7656 Parcels
      no. 31 and 32 Company Ltd., and as against issue of an invoice from the
      Ahuzat Gush 7656 Parcels no. 31 - 32 Company Ltd., and if the compensation
      at the above amount is in fact paid to the company, the Lessor will excuse
      the Lessee from payment of Rental Fees and Parking Fees for the last 3
      months of the Option Period, and if the Lessee does not exercise the
      Option Period set forth in section 3 above, the Lessor will excuse the
      Lessee from paying Rental Fees and Parking Fees for the last 2 months of
      the Rental Period. If a final judgment is passed down or a settlement
      agreement signed after conclusion of the Rental Period, the Lessor will
      pay the Lessee the relevant amounts in cash, upon first demand to do so
      (therefore – if the Option was exercised, an amount equivalent to 3 months
      Rental Fees and Parking Fees; if not exercised, a sum equivalent to 2
      months’).

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              25.

            	
              To remove any doubt, it is hereby
      clarified that:

            


    

    


    
      
        	
                 

              	
                10.1

              	
                Upon signing the
      Eighth Addendum, section 7 of the Seventh Addendum shall be
      cancelled.

              


      

    

    
      
        	 	
                10.2

              	
                Notwithstanding that stated in the
      Rental Agreement, the Lessor shall not have the right to demand removal or
      elimination of any work or additions performed or in future performed with
      the Lessor’s approval, and the Lessor shall not be obligated to make any
      payment for any work or addition remaining after the Lessee has
      left.

              


      

    

     

    
      	
              26.

            	
              The addresses of the Parties for
      purposes of this Addendum are as appear above, in the preamble to the
      Addendum, and any notice sent by one party to the other according to the
      aforesaid addresses shall be deemed having been delivered at the end of 48
      hours after delivery to a post office, and if hand delivered, at the time
      of actual delivery.

            


    

    


    
      In Witness
Whereof the Parties Hereby Set Their Hands

    

     

    
      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Sela Capital Properties
      Ltd.

                                      	 
      	
                                        Wintegra
    Ltd.

                                      
	 	 	 
	
                                        /s/ Itzhak
    Sela

                                      	 
      	
                                        /s/ Jacob (Kobi)
      Ben-Zvi

                                      
	 	 	 
	
                                        /s/
      signature illegible 

                                      	 	/s/
      Shai Shahar
	
                                        The Lessor

                                      	 
      	
                                        The
  Lessee