Exhibit 10.13

                           TRANSLATION FROM THE HEBREW
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                          Agreement of Commercial Lease

                    Made and signed in Netanya on the 6.03.00

                  Between: Am-Ram Pituah Drom Netanya (South Netanya
                           Development) Ltd
                           Private Company No. 510939359
                           Of 1 Hatsoran St., Netanya
                           (Hereinafter to be called : "Lessor")

              And Between: Comtouch Software Ltd.
                           Public Company 52-004418-1
                           Of 1 Hatsoran St., Netanya
                           (Hereinafter to be called : "Lessee")


Whereas        Lessor has founded and built a commercial center on plots 4 and 5
               as  defined  in the City Plan  GT/554,  parcel 90 (part) of block
               7934 in the "Nordau"  industrial area of Netanya,  to be used for
               commerce,  craft and other businesses (hereinafter "the Plot" and
               "the Project" respectively)

And Whereas    The Project,  amongst others, includes the building marked yellow
               and defined as "Building B" in the attached  plan,  identified by
               the parties' signatures (hereinafter "the Building")

And Whereas    Lessor  has  signed   Lease   Contracts   with  the  Israel  Land
               Administration,  copies of which are  attached to this  agreement
               and  identified  by the parties'  signatures.  By virtue of these
               Lease  Contracts and  Development  Contract  signed prior to that
               Lessor  was  authorized  to build  the  building  and the  leased
               premises  to  register  the  lease  in his name or in the name of
               whomever he designates

And Whereas    Lessor has the lease right of the  building and he is entitled to
               rent  the  leased  premises  as  defined  hereafter  subject  the
               instructions of this agreement



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                                       2

And Whereas    Amongst  other  parts of the  building  the company has built the
               unit  painted  blue on the second  floor,  and defined by a thick
               frame  in  the  plan  which  constitutes  Appendix  "A"  to  this
               agreement  and is  identified by signatures of Lessor and Lessee,
               (hereinafter: "the Leased Premises")

And Whereas    It is agreed  that the Leased  Premises'  net size is about 2,400
               sq.m., to which size 15% will be added for use of public areas.

And Whereas    It is agreed that  Lessee has the option to  increase  the leased
               area as detailed hereunder in the agreement

And Whereas    Lessee wishes to lease the premises through a lease, which is not
               subject to the Law for the  Defense  of Tenants  during the lease
               period for the purpose and  subject to,  instructions  defined in
               this agreement

And Whereas    Lessee  declares  and  undertakes  that before  signature of this
               agreement  and has perused the plans of the Leased  Premises,  he
               knows the location of the Building, the Leases Premises and their
               environs, and the possibilities of use of the Rented Premises

And Whereas    Lessor  declares  that  according  to  the  City  Building  Plans
               applying to the plot there is no hindrance  for use of the Leased
               Premises for the purpose stated in this agreement.


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                                       3

                   The Parties therefore undertake as follows:

                                   1. General

1.1      The  preamble to this  agreement  constitutes  an integral  part of the
         agreement.  All  appearing  therein  is  agreed to by the  parties  and
         obligates them for any purpose.

1.2      Lessor declares that:

         1.2.1    He is the  Lessee of the Lease  Property  as  detailed  in the
                  preamble to this  agreement  and that  Lessor's  rights in the
                  Leased  Premises  are free of any third  party  rights,  which
                  might prevent its lease to Lessee.

         1.2.2    The Project and the Building have been built according to law.

         1.2.3    No demolition order and/or  prohibition  order has been issued
                  for the building and the Leased  Premises,  and to the best of
                  Lessor's'  knowledge no competent  authority  has cause to ask
                  for such an order.

         1.2.4    There is no legal or contractual  obstacle to lease the Leased
                  Premises to Lessee subject to instructions of this agreement.

         1.2.5    There is no legal obstacle to use the Leased  Premises for the
                  purpose of  Lessee's  business  and to the use set out in this
                  agreement.

1.3      Lessor hereby  undertakes to lease the Leased  Premises to Lessee for a
         lease period set out hereunder, for the lease purpose set out hereunder
         and for that purpose only, and on a prerequisite  condition that Lessee
         fulfill all his undertakings deriving from this agreement.

1.4      Except for his  undertaking to pay rent according to this agreement and
         to  participate in  maintenance  and management  expenses of the public
         parts and  installations  in the



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         building as set out in this  agreement,  Lessee declares and undertakes
         that he has  not  paid,  nor has he  promised  to pay  any  payment  or
         remuneration  or other benefit  concerning  the Leased  Premises or the
         lease, or taking over possession or use of the Leased Premises.

1.5      Lessee  declares  and  undertakes  that  he has not  given,  nor has he
         undertaken to give Lessor any key month,  and Lessee will not claim for
         incidence  of the Law for Defense of Tenants on his  possession  of the
         Leased Premises.

1.6      It is agreed by the parties that tenancy according to this agreement is
         for the Leased  Premises only, and Lessee has no right of possession or
         use or other  benefit in any other part of the building  except for the
         Leased  Premises  itself,  and except for joint use of those  parts and
         installations  in the  building  which will be allotted by Lessor or by
         the  management  company  to the  use of all  owners  of  units  in the
         building, Lessee included.

         Lessor  undertakes  that the entrance to the building and the elevators
         will in any case  remain  public  areas,  will not be  attached  to any
         Lessees  whatsoever  and will not be used for any but public  use,  all
         this subject to the said in paragraph  1.18  hereunder  and in Appendix
         "B" to this  agreement,  including  adjustment  of the elevator for use
         with a key as stated in paragraph 2(g) in Appendix "B".

1.7      Lessee  undertakes  not to interfere in any way  whatsoever in Lessor's
         actions in any part of the  building or the plot,  including  building,
         demolition,  change of purpose,  sale,  lease and transfer etc, subject
         only to the condition  that the above  mentioned  does not apply to the
         area of the  Leased  Premises,  will not in any way  injure  the Leased
         Premises or the way to it, and will not injure Lessee's  reasonable use
         of the Leased Premises or Lessee's rights deriving from this agreement.



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                                       5

         Subject to the above mentioned,  Lessee's  objection to any of Lessor's
         act,  plan or course of action in any part of the building and the plot
         except  for the  Leased  Premises - will be  considered  a  fundamental
         breach of this agreement.

1.8      An option  is hereby  granted  to  Lessee to  increase  the size of the
         Leased  Premises  through  inclusion of the area painted  yellow in the
         plant attached as Appendix "A" on the floor under the Leased  Premises.
         The size of the  additional  area including 15% for use or public areas
         is about 1700 sq.m. (hereinafter : "Optional Area").

1.9      The option  will be  realized by a written  notice to be  delivered  to
         Lessor as follows:

         a. For 1100 sq.m.  out of the  Optional  Area within the first 12 lease
         months.

         b. For the  additional  600 sq.m.  out of the Optional  Area within the
         first 18 lease months.

1.10     Cancelled.

1.11     Should the option be realized as mentioned  above,  the  Optional  Area
         will be put at Lessee's disposal within 4 months from receipt of notice
         on realization of the option.

1.12     The  Leased  Premises  will  be  enlarged  according  for  any  purpose
         connected to this  agreement and to the  management  agreement from the
         date the  Optional  Area is put at  Lessee's  disposal,  and the Leased
         Premises  will be  considered  to  include  the  Optional  Area for any
         purpose whatsoever.

1.13     To avoid doubt,  it is hereby  clarified  that all  instruction of this
         lease agreement will apply to the area which will be added as mentioned
         above to the original Leased Premises beginning on the day of addition,
         including finishing which Lessor undertook for the original area.



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                                       6

1.14     Lessor  undertakes  to allot the area painted  green on the roof of the
         Leased  Premises for Lessee's and his employees' sole use, and to build
         a structure on that area which will include  outside  walls and roof as
         an  envelope   only  (without   flooring  and  any   finishing   work),
         (hereinafter: "the Additional Structure").

         Lessor will do  everything  needed to obtain a building  permit for the
         Additional  Structure,  however,  should  such  permit not be  granted,
         Lessor will allot an area of the Additional Structure's size in another
         part of the  building,  as near as possible  to the Leased  Premises to
         Lessee,  and everything  agreed to concerning the Additional  Structure
         will apply to this area.

         Cost of the Additional Structure as mentioned above will be included in
         the $375 per sq.m.  "Budget  for  Adjustment  Work" as detailed in this
         agreement hereunder.

           The area of the Additional Structure will, for any purpose, including
           payment of rent,  management  fees and taxes, is considered a part of
           the Leased  Premises.  However,  no percentage  for use of the public
           areas will be added to its net area (including width of walls).

1.15     Lessee undertakes to keep the Additional  Structure and the way leading
         to it clean and to take care that use of the Additional  Structure will
         not become a nuisance to the holders of other units in the building.

1.16     All  conditions  of  lease in this  agreement  will  also  apply to the
         Additional  Structure.  However, rent for the Additional Structure will
         be computed at $8 (eight dollars) per sq.m. per month with the addition
         of VAT.

1.17     Lessee  will not build an  additional  floor of the roof of the  Leased
         Premises  unless he has  obtained  a  written  agreement  from  Lessor.
         However,  Lessee  will not object to building  of an  additional  floor
         except for logical  reasons  concerning use of the Leased  Premises for
         the lease purposes.



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                                       7

         In any case,  no  additional  floor as  mentioned  above  will be built
         during the first 10 years of lease.

1.18     In addition to the Optional  Area,  Lessee is hereby granted the option
         to add the area of the access ways  leading to the Leased  Premises and
         marked by diagonal  lines on the plan which  constitutes  Appendix  "A"
         (hereinafter: "The Entrance Ways") to the Leased Premises.

         Realization  of this option will be made by written  notice from Lessee
         to Lessor,  given  within 6 months from the date of  signature  of this
         agreement.

         Should this option be realized,  the area of the Leased  Premises  will
         for any purpose be computed  to include one half of the  Entrance  Ways
         area.

         In order to avoid doubt,  no percentage for use of public areas will be
         added for the addition of this area.

1.19     In order to avoid  doubt,  it is  clarified  that no part of the  Lease
         Premises shall be used as an escape route or a public  corridor for any
         other company, entity or person.


                         2. Use of the Leased Premises

2.1      Subject  to the  condition  that the Leased  Premises  are built as per
         Appendix "B",  Lessee  declares and undertakes that the Leased Premises
         are certainly  suitable for the lease purpose and he hereby  absolutely
         and  irrevocable  waives  any claim  for  unsuitability  of the  Leased
         Premises, except for a hidden unsuitability.

2.2      Lessee  will not  have the  right  to make  any  changes  of  building,
         demolition,  renovation,  painting,  covering  areas or decorating  the
         Leased Premises except by prior written permission from Lessor.  Lessor
         will not refuse unless he has logical



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                                       8

         reasons.  If plans for  performance  on acts detailed in this paragraph
         have been submitted to Lessor,  Lessor will confirm the plans or submit
         his  remarks  within 14 days from the date of receipt of plans.  Should
         Lessor not submit his  approval or remarks  within the above  mentioned
         time,  Lessee's  plans will be deemed to be approved and Lessee will be
         entitled to execute them.

         Lessee  will have the right to leave said works on the Leased  Premises
         at the end of the lease period.

2.3      Lessor will approve  performance  of work by Lessee which are needed to
         adjust  the Lease  Premises  to the Lease  Purpose,  subject  only that
         Lessee submit  engineering plans and  specifications for performance of
         adjustment  work to Lessor and that  Lessor  finds that no damage  will
         result  to the  building  or  the  project  or to  other  units  in the
         building.

2.4      Subject to prior  written  confirmation  from the  project's  architect
         concerning the size, form and placement,  Lessee will have the right to
         hang or to paint or mark in any other way  signs  and  messages  on the
         Lease Premises and other parts of the building.

         In as much as it will  constitute  damage  or an  esthetic  flaw to the
         Leased Premises, Lessor undertakes not to permit the placement of signs
         on the roof of the  building  by any body  that is not a tenant  in the
         building or its owner.

2.5      Any approval from Lessor for execution of adjustment  works or signs in
         the Lease  Premises are subject to a prior  condition  that these works
         (including  signs) be performed  according  to law by approved  skilled
         professionals,  and without causing disturbance, to the owners of other
         units in the  projects or to the public  coming to the project over and
         above what is necessary to professional  and  responsible  execution of
         such work.



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2.6      Sole full  responsibility for any damage caused by performance of works
         Lessee was permitted to execute shall be borne by Lessee only,  and the
         permission  granted  him by  Lessor  shall  not be  deemed to place any
         responsibility  whatsoever to Lessee or any third party,  including any
         authority, in connection with execution of these works on Lessor.

         Sole full responsibility for any damage caused by execution of works by
         Lessor will be borne be Lessor and no responsibility whatsoever towards
         Lessee or any third party, including any authority,  in connection with
         execution of these works will be placed on Lessor.

2.7      Lessee  undertakes  to  compensate  Lessor for any claim or expense for
         which Lessor will be charged  because of, or as a result of,  execution
         of work on the Leased  Premises by Lessee or by whomever  performs such
         works as Lessee's representative or his approval.

         Lessor  undertakes  to  compensate  Lessee for any claim or expense for
         which Lessee will be charged  because of or as a result of execution of
         work on the Leased Premises or in the building by Lessor or by whomever
         performs such works as Lessee's representative or his approval.

2.8      It is hereby explicitly declared and clarified,  and constitutes a main
         and basic  instruction  of this  agreement,  that any works executed by
         Lessee on the Leased  Premises for  adjustment of the Lease Premises to
         the lease purpose,  Lessor has not interest or gratification because of
         their performance, and these works are performed for the good of Lessee
         only, for his purposes and benefit.

         Any  permission  granted by Lessor for  execution  of such works on the
         Leased Premises will not be deemed to be an order to execution of these
         works by Lessor.



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2.9      As far as not  explicitly  set our in this  agreement,  the  Management
         Company will have all powers and authority  granted by the agreement to
         Lessor,  and  approval  by the  Management  Company  or its  refusal to
         confirm any matter given to Lessor to decide will be deemed as approval
         or refusal by Lessor himself.

2.10     Lessee  undertakes to utterly avoid placing  materials,  tools,  goods,
         equipment and other property in any place within the project (except in
         the Leased Premises  themselves),  including courtyards in the project,
         its warehouses and approached,  unless priorly  coordinated with Lessor
         and with his permission.

2.11     Lessee  undertakes  to keep the Leased  Premises and other parts of the
         project clean,  and to remove  immediately  any property  placed by his
         clients or suppliers  or his assigns in any part of the project,  which
         is outside the Leased Premises.


                               3. The Lease Period

3.1      The Leased  Premises  will be handed  over to Lessee  fully and finally
         finished  (according to Appendix "B") with all its installations  fully
         functional not later than 60 days from the date Lessee  transfers final
         approved plans for execution of inner partitions of the Leased Premises
         and for the work  Lessor has  undertaken  to perform  according  to the
         above mentioned Appendix "B".

         However, not withstanding the above mentioned, "The Time of Transfer of
         Possession" for the purpose of the Lease Period and dates of payment by
         Lessee according to this agreement is the 1.3.2000.

         The Leased Period for the Leased  Premises  will be 10 years  beginning
         from  the date of  transfer  of  Possession  (hereinafter:  "The  Lease
         Period").

         Notwithstanding  the above mentioned,  Lessee will be entitled to bring
         this  agreement  to an end at any time  after  the first 3 years of the
         Lease  Period,  subject  only  that he



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                                       11

         sends a prior written notice 6 months in advance. This period will, for
         every  purpose,  be  considered  as the date of completion of the Lease
         Period.

         Without  derogating  from the above  mentioned,  Lessor  undertakes  to
         continue and put an provisional  building  conforming to specifications
         attached  hereto as Appendix  "D" until the date of actual  transfer of
         the Leased Premises to Lessee.

         Lessee  will be  exempt  from  payment  of rent only for the use of the
         provisional building until the 31.12.99,  and beginning on the 1.1.2000
         until its vacation by Lessee,  and subject to  instruction in paragraph
         3.6  hereunder,  Lessee shall pay rent as if the  provisional  building
         were a part of the Leased Premises.

         In order to avoid doubt, it is hereby  clarified that during the period
         of use of the provisional building as mentioned above, Lessee will bear
         all maintenance debts for the provisional building, including municipal
         and other taxes, use of electricity, water and management expenses.

3.2      At the end of the Lease Period Lessee will vacate any person and object
         from the Leased  Premises and return  possession of the Leased Premises
         to  Lessor  clean,  whole  in  working  order  and  suitable  for  full
         commercial use except for depreciation deriving from reasonable use.

3.3      In order  to  prevent  doubt it is  hereby  clarified  that  everything
         installed or built into the Leased  Premises or connected to any of its
         parts  constitutes  an integral part thereof and Lessee is not entitled
         to dismantle  or remove it from the Leased  Premises or to change it in
         any way during the Lease Period or at its completion.

         Lessee   will  be  entitled  to   dismantle   and  remove   changes  or
         installations  performed  by  Lessee  on  the  Leased  Premises,  whose
         dismantlement or removal cannot hurt the Lease Premises.



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3.4      At the time of vacation of the Leased  Premises and their return to the
         possession  of  Lessor,  and as an  integral  part  of  fulfillment  of
         Lessee's  undertakings  concerning the return of the Leased Premises to
         Lessor,  Lessee will hand Lessor written  confirmations  from the Local
         Authority, the Electricity Company, the Gas Company (if a gas outlet is
         installed on the Leased  Premises) and the  Telephone  Company that all
         payments for the Leased  Premises until the date of its actual vacation
         by Lessee, or the end of the Lease Period - the later of the two - have
         been fully  settled,  all this except for debts incurred for the period
         before beginning of the Lease Period.

3.5      Irrevocable  authorization  and  consent  is hereby  given to Lessor to
         actually enter the Leased Premises  without recourse to court, and take
         over sole  possession,  or grant possession of the Leased Premises to a
         third party and actually  prevent Lessee in any way from reentering the
         Leased Premises at any time after completion of the Lease Period.

3.6      Not  withstanding the instructions in paragraph 3.1 above, it is agreed
         that  Lessee will be exempt  from  payment of rent for the  provisional
         building from the date on which Lessee hands Lessor all plans  required
         for  execution of  adjustment  works and until  completion of the above
         work provided no delay in execution  of the  adjustment  work is caused
         by Lessee.


                            4. Purpose of the Lease

4.1      The purpose of the lease is use of the Leased  Premises and production,
         research and development rooms,  offices and show and storage rooms for
         Lessee's  field of  activity in the  electronics  and  computer  branch
         (hereinafter in this agreement: "The Lease Purpose").

         Lessee  will  not be  entitled  to make  any  other  use of the  Leased
         Premises.



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                                       13

4.2      Any change in the Lease Purpose  requires  prior written  approval from
         Lessor.  However,  Lessor  will not refuse a request  for change of the
         Lease Purpose unless he has logical reasons.

4.3      A  breach  of the  above  mentioned  by  Lessee  will be  considered  a
         fundamental breach of this agreement.

4.4      Lessor  undertakes  that as a result of use of its parts the  project's
         character will not change essentially from its character on the date of
         signature of this agreement.  No heavy industry will be included in the
         project and the use of the commercial floor in the part of the building
         in which the Leased  Premises are situated  will be given over to quiet
         non polluting businesses.


                   5. Transfer of Lease of the Leased Premises

5.1      The lease of the Leased  Premises and all other Lessee's right deriving
         from this  agreement are personal for Lessee only,  and Lessee does not
         have the right to transfer or assign them,  fully or partially,  to any
         other party except with prior written  agreement from Lessor.  However.
         Lessor will not refuse a transfer  unless he has  logical and  relevant
         reasons, including identity of transferee.

         In order to prevent  doubt it is clarified  that Lessee is not entitled
         to sub lease  the  Leased  Premised  or any part  thereof  to any third
         party, nor is he entitled to let any party  participate in the lease or
         use or  enjoyment of the Leased  Property  during any part of the Lease
         Period.

         In spite of the  instructions  above,  Lessee  will be  entitled to sub
         lease parts of the Leased  Property  subject to the condition  that the
         identity of the sub-Lessee is approved by Lessor in advance, and to the
         condition  that  the  wording  of the  agreement  on the  sub-lease  is
         presented  to Lessor at least 7 days  before its  signature  and Lessor
         confirms its concurrence to this agreement.



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                                       14

         Lessor will not object the identity of proposed  sub-Lessees  unless he
         has logical  reasons,  and subject only to the fact that from the point
         of view of their activity and the sub-lease  purpose,  the  sub-lessees
         will  be  essentially  similar  to  Lessee  and  to his  Lease  Purpose
         according to this agreement.

         The Lease Purpose of the sub-lease will not be limited to activities in
         the field of electronics and computers only.

         In any  case,  Lessee  will  have the  right to  grant a  sub-lease  or
         transfer  his rights  deriving  from this  agreement to any of Lessee's
         subsidiaries or a company otherwise  connected to Lessee,  subject only
         to the fact that Lessee's responsibilities to Lessor in connection with
         this  agreement  shall not be  lessened  and will no be  limited by any
         sub-lease.

5.2      It is  agreed  by the  partners  that,  appointment  of an  interim  or
         permanent   receiver,   or  trustee,  or  court  appointed  manager  or
         liquidator for most of Lessee's  assets,  or for his assets or business
         on the Lease Premises, or in case of an interim or permanent attachment
         of Lessee's right to the Leased Premises or the above mentioned assets,
         will be deemed to be a cessation  of the lease by Lessee  before end of
         the Lease Period according to this agreement  beginning on the 90th day
         after an  occurrence  enumerated  above,  unless  the  above  mentioned
         attachment of appointment have been cancelled within that period.


                         6. Rent and Management Expenses

6.1      As remuneration  for lease rights  deriving from this agreement  Lessee
         will pay Lessor monthly rent as detailed hereunder  (hereinafter:  "the
         Rent").

         6.1.1    During the Lease Period Lessee will pay a monthly rent of $ 10
                  (ten US dollars for every square meter of the Leased  Premises
                  area.  This sum is to



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                                       15

                  be computed in Shequel according to the representative rate of
                  exchange  on  the  beginning  day of the  Lease  Period,  with
                  linkage  to  the  General  Cost  of  Living  Index  (including
                  vegetables  and  fruit),  the basis index being the last index
                  known on the day  beginning the Lease period and the new index
                  being the last index known on the date of each payment.

         6.1.2    Rent will be paid every  month at the  beginning  of the month
                  and in  advance  for  said  month.  However,  at the  time  of
                  signature  of this  agreement,  Lessee pays rent for the first
                  three months of the Lease.

         6.1.3    The above  mentioned  rent  computed  for the end of the third
                  year of  lease  will be  increased  by 1.5%  (one and one half
                  percent) at the beginning of each year of lease beginning from
                  the fourth  year over and above the rent which would have been
                  paid unless raised as per this instruction.

         6.1.4    Legal  VAT  will  be  added  to  each  one of the  above  rent
                  payments.  On the date of payment of rent a  fore-dated  check
                  for the date of payment of VAT by Lessor,  equal to the amount
                  of VAT,  shall be  handed  to  Lessor  together  with the rent
                  against a receipt of a legal invoice.

         6.1.5    Lessee undertakes to pay full rent according to this agreement
                  for the entire Lease Period, even in the case the Lease of the
                  Leased  Premises  is  brought  to an end by Lessee at any time
                  before end of the Lease Period as deriving from this agreement
                  for  reasons  not  connected   with  Lessor  only  or  due  to
                  circumstances in Lessor's control. Such rent will be paid even
                  if Lessee  vacates the Leased  Premises  before the end of the
                  Lease period.  Instructions  concerning breach of agreement by
                  Lessee will apply to cancellation of this agreement.



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                                       16

                  If the Lessor  succeeds in leasing the Leased  Premises during
                  the above-mentioned  period, rent collected by Lessor shall be
                  decreased  after  deduction  of  expenses to be paid by Lessee
                  according to this paragraph.

6.2      Subject to conditions of the management  agreement,  Lessee will pay to
         Lessor or the Management  Company,  during the entire Lease Period,  in
         addition to rent all payments,  taxes,  levies,  municipal  taxes,  and
         participation  fees which will apply for the use and  possession of the
         Leased Premises as an autonomous unit or as a proportional  part of the
         building  if and as far as  they  cannot  be  directly  related  by the
         management company to the Leased Premises, or for the use or management
         of  business   on  the  Leased   Premises   (hereinafter:   "Obligatory
         Payments").

         Taxes,  levies  and other  obligatory  payments  levied  on the  Leased
         Premises for ownership, as against the use, of the Leased Premises will
         be paid by Lessor,  including  property  tax,  sewage and  canalization
         levies, improvement levy, development expenses,  permanent lease and or
         agreement fees to the Israel Land Administration etc.

         Taxes,  levies and other  obligatory  payments for the Leased  Premises
         levied on Lessee  according  to law, and which Lessor is not obliged to
         pay according to this agreement will be born by Lessee.

         Lessor  undertakes to address the Municipality of Netanya  concerning a
         reduction of at least 25% of usual taxes.

         Subject to  fulfillment of Lessor's  above  undertaking,  Lessor is not
         responsible for obtaining the above, or any other reduction.

6.3      Lessee undertakes to pay the obligatory payments at their legal time of
         payment or at the time required by creditor.



<PAGE>

                                       17

           Lessee is  entitled  to advance any payment and will also be entitled
           to exhaust any right of appeal for any charge.

6.4      During the entire Lease Period,  Lessee will pay the payments  required
         for the Leased  Premises by the  management  company  according  to the
         management agreement attached hereto, as well as for telephone,  water,
         electricity if and as far as they are supplied to the Leased Premises.

6.5      The parties determine and condition that a delay of any of the payments
         deriving  from  chapter  6 in  this  agreement  will  be  considered  a
         fundamental  breach of this  agreement  unless paid within 14 days from
         the date Lessee received a written notice concerning non-payment.

6.6      Lessee  undertakes  to fulfill  all his  obligations  and  undertakings
         deriving  from the  management  agreement  attached as an Appendix (not
         attached) to the Lease  Agreement,  and it is agreed that breach of the
         management  agreement by Lessee be  considered as a breach of the Lease
         Agreement.


                       7. Insurance of the Leased Premises

7.1      Lessee  undertakes to insure his activities on the Leased  Premises and
         their contents at least against fire,  water damage including flood and
         rains, earthquakes, burglary, rioting and malicious damage.

7.2      Lessee  undertakes  to insure  himself  and his  business on the Leased
         Premises  against  Employer's  Liability  which will include his entire
         liabilities  towards his  deriving  from the Law of Torts,  as well and
         insurance for  responsibility  towards a third party for his obligation
         to a third party, including his clients,  guests persons invited by him
         and employees of Lessor and the management company.



<PAGE>

                                       18

7.3      As a prior  condition to taking over  possession of the Lease Premises,
         Lessee  will  purchase  the  insurance  policy  suitable  for his above
         mentioned  obligations,  and will give Lessor a  confirmation  from the
         insurer  that  insurances   deriving  from  this  agreement  have  been
         purchased.

7.4      Lessee  undertakes  to fulfill all  conditions  of the  above-mentioned
         insurance  policies and take any action  needed for their full validity
         during the entire Lease Period.

7.5      Lessee  will  cause  that  in  any  policy  purchased,  as  per  above,
         subrogation rights for Lessor, the Management Company, their employees,
         assigns and managers be explicitly waived.

7.6      Lessor  undertakes  to insure the building in his name and in the names
         of all holders of the units in the building  against all risks  (direct
         or  indirect)  for  Employers'  Liability  which will  include his full
         obligations  towards his  employees  according to the law of torts,  as
         well as third  party  liability  for his  liability  towards  any third
         party,  including  his clients,  guests,  visitors and employees of the
         Management Company.


                             8. Licenses and Permits

8.1      Lessee  only will be  responsible  for and  undertakes  to  obtain  any
         license and approval required by any law for management of his business
         on the Leased Premises.

         It is hereby explicitly agreed and conditioned that Lessees' failure to
         obtain any license or permit or  authorization  as mentioned above will
         not release  Lessee from  fulfillment of all his  obligations  deriving
         from this agreement, including payment of rent and obligatory payments,
         unless  failure to obtain the  license or permit of  authorization  are
         caused  by the  way the  project  or the  premises  were  built,  or by
         non-compliance with the destination of the land with the purpose of the
         lease, or by any reasons which are under Lessor's control.



<PAGE>

                                       19

8.2      Lessee  undertakes  to manage his  business  on the Leased  Premises as
         required by the instructions of any relevant law, and to avoid any deed
         or  neglect  which  might  cause a claim or  argument  or court case or
         administrative  procedure against Lessor or the Management  Company due
         to illegal management of Lessee's business.

8.3      Any fine and/or  improvement levy and/or deviant use payment and/or any
         payment  imposed upon the Leased  Premises or deviant use of the Leased
         Premises,  or its  non-compliance  with the Town  Building Plan will be
         born by Lessor,  subject  only to the fact that  Lessee does not change
         his lease purposes as stated in the agreement.


                       9. Safeguarding the Leased Premises

9.1      Lessee undertakes to avoid causing any damage to the Leased Premises or
         to any other  part of the  building  or the  project,  and to  strictly
         observe  that use of the  Leased  Premises  and any  other  part of the
         project  Lessee is  entitled  to use by way of his lease of the  Leased
         Premises is reasonable and cautious.

9.2      Lessee will immediately and professionally  repair, at his own expense,
         any breakdown  and damage caused to the Leased  Premises or to any part
         thereof   because  of  the  Leased  Premises  and  will  inform  Lessor
         immediately  of any damage caused or discovered in the Leased  Premises
         during the entire lease period.

9.3      After  coordinating with Lessee,  Lessor and the Management Company are
         entitled to enter the Leased  Premises at any time the Leased  Premises
         are open for  business and check their  condition  and  fulfillment  of
         Lessee's obligations deriving from this agreement.

         Lessor or the Management  Company will enter the Leased Premises in the
         presence of Lessee or his assign.



<PAGE>

                                       20

         In case of emergency  Lessor and the  Management  Company may enter the
         Leased  Premises as required by  circumstances  and report to Lessee as
         soon as possible.


                            10. Breaches and Remedies

10.1     Any delay of a payment  required by this  agreement,  including part of
         any amount  which has not been fully paid,  will  obligate the delaying
         party to pay the highest percentage of interest for arrears which would
         in the same circumstances be required by the Bank Leumi Leisrael if the
         amount in arrears were a deviation of credit.

10.2     Without  derogating  from any right to relief  Lessor might have due to
         breach of this  agreement by Lessee,  Lessee  shall bear all  expenses,
         payment  and  responsibility  for the Leased  Premises  as if the lease
         period had not been  completed  as long as the Leased  Premises are not
         vacated of any person or Lessee's  belonging,  or  connected to Lessee,
         and as long  as  Lessee  has not  transferred  the  keys to the  Leased
         Premises to Lessor.

10.3     No party  shall be obliged to realize as soon as possible or at all any
         of his  rights  for  relief  and  remedy  accruing  to him  out of this
         agreement or its breach,  and avoidance or delay in use or  realization
         of any right or relief or remedy will not be  construed  as a waiver by
         the injured party of any right or relief or remedy as mentioned above.

10.4     In  case  of  breach  of any  of the  obligations  deriving  from  this
         agreement  by any party,  the  injured  party will not be  entitled  to
         realize any remedy until  delivery of a notice to the  breaching  party
         giving 14 days'  grace  for  remedying  the  breach,  unless  under the
         specific circumstances a shorter notice is required.



<PAGE>

                                       21

                                  11. Notices

Any  notice in  connection  with this  agreement  of the lease  will be given in
writing, delivered by hand or by registered mail with confirmation of receipt to
the parties' addresses as appearing at the head of this agreement.

Any notice sent by  registered  mail as mentioned  above shall be deemed to have
been received by addressee 72 hours after delivery to the post office.  A Notice
delivered by hand will be deemed received after 24 hours from the time of actual
delivery.


                                  12. Evidence

No claim shall be heard and no evidence will be brought  concerning  change of a
condition or undertaking or promise stated in the agreement  unless it is proven
by a written  document  signed  by  whomever  the claim for  change or waiver is
directed.

Any promise,  representation or undertaking given prior to the time of signature
of this  agreement  are hereby null and void and they will not be valid  unless,
and as far as they are stated in this agreement.


                                   13. Parking

13.1     100 (one hundred) covered parking spaces will be allotted to Lessee for
         no additional  payment  during the Lease Period for his use and the use
         of his employees.

         These parking  spaces will be situated as near as possible to elevators
         leading to the Leased Premises.

         If Lessee realized the option granted to him in paragraph 1.8 above, 25
         additional parking spaces will be put at his disposal for no additional
         payment.



<PAGE>

                                       22

13.2     Nothing  mentioned  above can injure  Lessee's right to use the covered
         and uncovered  parking areas within the project in a way and conditions
         similar to the other Lessees in the project.

13.3     Parking spaces  allotted to Lessee will be for his sole use, and during
         the opening hours of the Leased  Premises  parking in these spaces will
         not be allowed but to Lessor and his clients as mentioned above.

13.4     Lessee will not be required to pay any payment for tools  handed to him
         for entrance to or making use of the parking spaces equal to the amount
         promised to him in this agreement for no additional payment.


                                  14. Sureties

14.1     Within 7 days from the date of signature of this agreement  Lessee will
         deposit with Lessor a bank guarantee  amounting to three months rent to
         ensure   fulfillment  of  Lessee's   undertakings   according  to  this
         agreement,  and  as  deriving  from  the  Management  Agreement.   This
         guarantee  will be renewed at the end of each  additional  year, and if
         not renewed Lessor shall have the right to realize it.

         Lessor  undertakes  to give Lessee a written  notice 3 working  days in
         advance before realizing the guarantee.

14.2     Upon  return of the Lease  Premises  to Lessor and  fulfillment  of all
         Lessees undertakings according to this agreement, the guarantee will be
         returned to Lessee.

         Witness to which the parties have signed


                  (-)                                              (-)
         _______________________                         _______________________
                 Lessor                                           Lessee



<PAGE>
                                  Appendix "A"

Map of Premises (not attached)

                                  Appendix "B"

1. Lessor  undertakes to finance the work to be performed on the Leased Premises
for its adjustment to the Purpose of the Lease according to specifications  made
by Lessee,  at $ 375  including VAT (three  hundred  seventy five US dollars) at
usual  market prices, for each square meter of the Leased Premises (hereinafter:
"Adjustment Works Budget")

Lessor will pay those  contractors,  suppliers and other  professionals who will
perform the adjustment  works up to the amount of the adjustment  works budgeted
according to invoices submitted by these  professionals and approved for payment
by Lessee.

Payment will be made according to market prices and a way usual for  performance
of work similar to the above adjustment works against a legal invoice.

Lessor will choose the operators to execute the works and inform Lessee of their
identity.  However,  Lessee will be entitled to object to the identity of any of
these operators, subject only that he explains his objection.

In any case Lessee will prefer operators performing work in the project.

2. In addition to the  Adjustment  Works  Budget,  Lessor will,  at his expense,
perform the following works on the Leased Premises:

         a.       Elevation  of  the  floor  according  to  Lessee's   architect
                  requirements, not as a floating floor.

         b.       Installation of a generator to ensure  emergency  lighting and
                  operation of computers.

         c.       Opening  of  ceilings  (skylights)  according  to  architect's
                  requirements.

         d.       Preparation of a basketball court on the roof of the building,
                  including  two  baskets  and nets to mark the  boundary of the
                  court.



<PAGE>

                                       24

         e.       Arrange  privacy of use of the elevator  leading to the Leased
                  Premises by  installation of a suitable key, which will enable
                  limitation  of opening the  elevator  on the Leased  Premises'
                  floor to holders of the key only.

3.  Lessee  will be  entitled  to enter the Leased  Premises in order to perform
adjustment works at any time after prior coordination with Lessor.

4. Lessee undertakes to insure  performance of the adjustment works according to
the Insurance Appendix attached hereto marked Appendix "B/1" (not attached).

5. In spite of the above  mentioned,  it is agreed  that  Lessee be  entitled to
perform  parts of the  adjustment  works  through  contractors  employed  by him
(hereinafter: "Lessee's Contractors")

Payment to Lessee's Contractors will be made out of the Adjustment Works Budget.
However no  relationship  of client and contractor or employer and employee will
exist between  Lessee's  Contractors  and Lessor,  and they will be deemed to be
Lessee's  assigns or employees  or  contractors  only.  Lessor will not have any
responsibility  towards Lessee or towards any third party because of performance
of works by Lessee's Contractors.

6. Lessee  will be  entitled to elevate the floor of the Leased  Premises at his
expense by building a floating floor.

As far as the  above-mentioned  elevation  of the  floor  saves  on the  cost of
performing the elevation  mentioned in paragraph 2(a) by Lessor - Lessee will be
credited with the cost saved by Lessor.


                  (-)                                              (-)
         _______________________                         _______________________
                 Lessor                                           Lessee



<PAGE>
                                  Appendix "C"

Management agreement (cleaning services etc.) - (not attached)

                                  Appendix "D"

A provisional  building of 1200 sq.m. in the Netanya Business Center  (including
use of public areas in which the provisional building is situated.

Lessor will see to it at his  expense  that the  provisional  building is put at
Lessee's disposal according to the following specification:

         Plaster wall according to architect's plans submitted to Lessor.

         2 Rav Bariah doors, Securit Glass entrance door.

         Venetian blinds for windows.

         Kitchen - 6 sq.m. built in cabinets upper - lower.

         2 coffee corners - in each one 2 sq.m. upper and lower cabinets.

         Marble or Keysar  Stone  surfaces as required  by  architect's  plan in
         kitchen and coffee corners plus level 4 ceramics flooring  according to
         architect's plan.

         Usable restrooms in two areas, including accessories.

         Installation  of key or other  mechanism  in  elevator  leading  to the
         building so that elevator  doors open on the  building's  floor only by
         holders of keys.

         Full  air   conditioning   24  hours  per  day  including  back  up  in
         communications room.

         Electricity   outlet  in   coordination   with  architect  or  Lessee's
         representative,  complete electricity including connection to generator
         which will provide  electricity for emergency lighting and operation of
         computers.



<PAGE>

                                       26

         Passive communications  infrastructure in the entire space (preparation
         only) in  coordination  with the architect and  constructor  performing
         communications for Lessee.

         Lighting  of not less  than  500  Lux,  Dark  Light  lighting  fixtures
         including representative lighting according to architect's plan.

         Flooring  and  covering - Standard  2 Heavy  Duty  carpet,  color to be
         chosen by architect.

         100 covered parking places.

         A secure room will be put at Lessee's disposal as a storeroom.

Lessee shall have the right to obtain the key to the provisional building and to
enter it in order to perform  works at any time  whatsoever  after  coordination
with Lessor after signature of the Lease agreement.

In  spite of all the  above  mentioned  it is  clarified  that  the  provisional
building has indeed been given to Lessee for his use as deriving  from the Lease
agreement before signature of this agreement.


                  (-)                                              (-)
         _______________________                         _______________________
                 Lessor                                           Lessee