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                                                                 Exhibit 4.(c)10

                        Agreement dated December 17, 2002
                   between the Registrant and Carmel V.C. Ltd.
                   relating to the services of Shlomo Dovrat.



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                                    AGREEMENT


         THIS AGREEMENT (this  "Agreement"),  is entered into as of December 17,
2002, by and between ECI Telecom Ltd., an Israeli company (the  "Company"),  and
Carmel V.C. Ltd., an Israeli company (the "Service Provider").


                              W I T N E S S E T H:

         WHEREAS,  pursuant  to  Article  37(h)  of the  Company's  Articles  of
Association,  subject to certain conditions, certain shareholders of the Company
have the right to appoint a director to the  Company's  Board of Directors  (the
"Board")  and to  propose  that he or she be  appointed  as the  Company's  Vice
Chairman;


         WHEREAS, Mr. Shlomo Dovrat ("Dovrat"), a consultant and director of the
Service Provider,  has been appointed as the Company's Vice Chairman pursuant to
the foregoing procedure; and

         WHEREAS,  the Company and the  Service  Provider  wish to set forth the
terms and conditions of the consulting services provided by the Service Provider
to the Company (the "Services").

         NOW, THEREFORE, the parties hereto hereby agree as follows:



1.       Definitions and Interpretation

         1.1.     The titles used in this Agreement are for convenience only and
                  are not to be considered in interpreting this Agreement.

         1.2.     The recitals to this  Agreement  constitute  an integral  part
                  hereof.



2.       Undertakings of the Service Provider

         The Service Provider hereby undertakes to the Company as follows:

         2.1.     The Services to be provided by the Service Provider  hereunder
                  shall be performed  exclusively  by Dovrat.  Dovrat shall have
                  the duties and  responsibilities  customarily  performed  by a
                  director and vice chairman of an Israeli company.

         2.2.     In  addition,   the  Services   shall   include   ongoing  and
                  comprehensive  consulting  regarding the Company's affairs and
                  promotion  of the  Company's  business.  In  carrying  out the
                  Services,  Dovrat  shall  comply  with the  directives  of the
                  Board.




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         2.3.     The Service Provider shall devote to the Company's affairs the
                  time necessary for the proper performance of the Services.



3.       Remuneration

         3.1.     In   consideration   for  the   performance  of  the  Services
                  hereunder,  the Company shall pay the Service Provider service
                  fees in the amount of US$300,000 per year, plus applicable VAT
                  (the "Service Fees").

         3.2.     The Service  Provider  shall deliver an invoice to the Company
                  for  the  Service  Fees  on the  first  business  day of  each
                  quarter.  The  Company  shall pay the  invoice  no later  than
                  fifteen days  following  the receipt of the  invoice,  and the
                  Service  Provider  shall  deliver a tax receipt to the Company
                  within five business days following receipt of payment of each
                  invoice.  VAT  shall  be  added  by the  Company  to  payments
                  mentioned herein in accordance with applicable law.

         3.3.     Subject to approval  under  applicable  law, the Company shall
                  grant  to the  Service  Provider  options  to  purchase  up to
                  300,000 ordinary shares of the Company (the "Options"),  at an
                  exercise  price per share  equal to the  closing  price of the
                  Company's  ordinary  shares on the Nasdaq  Stock Market on the
                  trading day  immediately  preceding the day on which the Board
                  approves this Agreement.

         3.4.     The  Options  shall  be  granted  under  the  Company's  share
                  incentive  plan and be  governed  by the  terms  thereof.  The
                  Options  shall be  granted  pursuant  to  Section  3(9) of the
                  Income Tax Ordinance (New Version), 5721-1961, as amended.

         3.5.     50% of the  Options  shall  vest and be  exercisable  upon the
                  approval of the Company's shareholders,  and the balance shall
                  vest  and be  exercisable  on the  first  anniversary  of such
                  approval.

         3.6.     VAT shall be paid by the  Company to the  Service  Provider in
                  respect of the grant of Options in accordance  with applicable
                  law  within  fifteen  business  days of the  approval  of this
                  Agreement by the Company's shareholders. For such purpose, the
                  value of the  Options  shall be  agreed  by the  parties.  The
                  Service  Provider  shall  deliver a tax receipt to the Company
                  within five business days following the payment thereof.

         3.7.     The Company will arrange  "Directors  and Officers"  insurance
                  coverage for Dovrat with respect to risks inherent in carrying
                  out the  Services.  The Company  will  undertake  to indemnify
                  Dovrat to the  highest  extent of the  indemnification  of the
                  Company's  other  Directors  and Officers in  accordance  with
                  applicable law.


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4.       Term of the Agreement

         4.1.     The term of this Agreement  shall commence on January 1, 2003,
                  and, subject to the provisions  below,  shall remain in effect
                  for an indefinite period.

         4.2.     Each party shall have the right to terminate  this  Agreement,
                  for convenience,  by providing ninety (90) days' prior written
                  notice to the other party.



         4.3.     Notwithstanding the foregoing,  the Company may terminate this
                  Agreement  immediately  upon  written  notice  in  any  of the
                  following circumstances:

                  4.3.1.   The  Service  Provider  is not  able  to  supply  the
                           Services  hereunder by Dovrat  exclusively due to (i)
                           Dovrat's resignation,  retirement or removal from his
                           position  as the  Company's  Vice  Chairman  or  (ii)
                           Dovrat's  inability to provide the Services,  for any
                           reason whatsoever,  for a period exceeding sixty (60)
                           consecutive days,  including  Dovrat's  disability or
                           death.

                  4.3.2.   If an official  receiver is appointed for the Service
                           Provider  and/or for its assets or any part  thereof,
                           or  if  an  application  for  the  appointment  of  a
                           receiver  and/or  administrator  or a liquidator or a
                           temporary  liquidator  or  a  trustee  or  any  other
                           official  appointment is filed,  or if an application
                           for  liquidation or an application  for bankruptcy is
                           filed against the Service Provider, or if a receiving
                           order or a  liquidation  order is given  against  the
                           Service  Provider,  or if  the  Service  Provider  is
                           declared bankrupt, or if the Service Provider reaches
                           an   arrangement   with  its   creditors,   and  such
                           appointment,   application,   order,  declaration  or
                           arrangement is not revoked within thirty days.

         For the  avoidance of doubt,  in the event of the  termination  of this
         Agreement  in  accordance  with this  Section 4,  neither  the  Service
         Provider nor Dovrat shall be entitled to any compensation or payment of
         any  kind  from  the  Company,   except  for  fees  accrued   prior  to
         termination.



5.       Relationship between the Parties

         5.1.     The Service Provider hereby  acknowledges  that this Agreement
                  is an agreement for the  provision of consulting  services and
                  does not  create  an  employer-employee  relationship  between
                  either the Service  Provider or Dovrat,  on the one hand,  and
                  the  Company,  on the other  hand,  and does not  confer  upon
                  either of them any rights save for those set forth herein.

         5.2.     The Service  Provider  hereby agrees to indemnify the Company,
                  upon its first demand, for all reasonable expenses that may be
                  incurred  by it in respect of or in  connection  with any tax,
                  social charge,  contribution based on, or any claim asserting,
                  the existence of an employee-employer relationship between the
                  Company and Dovrat, including all reasonable attorneys' fees.




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         5.3.     The Service Provider hereby represents and warrants that it is
                  not prohibited by any law, regulation, commitment or agreement
                  from entering into or performing  its  obligations  under this
                  Agreement  and that Dovrat is  likewise  not  prohibited  from
                  performing the Services.



         5.4.     The Service Provider hereby undertakes,  and shall ensure that
                  Dovrat  undertakes,  to the Company,  including its affiliates
                  and subsidiaries (for the purposes of this Section 5.5, all of
                  such affiliates and  subsidiaries are included within the term
                  the  "Company"),   to  maintain  in  complete  confidence  the
                  Company's confidential information, and not to disclose to any
                  person  or entity  such  confidential  information,  except as
                  required for the performance of the Services  hereunder.  This
                  undertaking  shall  apply to the Service  Provider  and Dovrat
                  during the term of this Agreement and thereafter.


6.       Miscellaneous

         6.1.     Unless  otherwise  expressly  provided in this Agreement,  the
                  Service Provider shall bear all the tax liabilities in respect
                  of any  benefit  of any  kind  that is  given  by the  Company
                  pursuant to this Agreement.

         6.2.     This Agreement  constitutes the entire  agreement  between the
                  parties hereto,  and supersedes all prior agreements,  if any,
                  understandings and arrangements,  oral or written, between the
                  parties with respect to the subject matter hereof.

         6.3.     Neither this Agreement,  nor any right or interest  hereunder,
                  shall be assignable or transferable, without the prior written
                  consent of the other party.

         6.4.     No delay,  or  omission in  exercising  any right,  power,  or
                  remedy accruing to any party upon any breach or default by the
                  other  under  this  Agreement  shall  impair any such right or
                  remedy,  nor shall it be  construed to be a waiver of any such
                  breach  or  default,  or any  acquiescence  therein  or in any
                  similar breach or default thereafter occurring.

         6.5.     For the  purposes  of this  Agreement,  notices  and all other
                  communications  provided  for in this  Agreement  shall  be in
                  writing  and shall be deemed  to have  been  duly  given  when
                  personally   delivered   or  faxed   (with   confirmation   of
                  transmission) or three business days after having been sent by
                  registered mail,  return receipt  requested,  postage prepaid,
                  addressed to the parties at their  respective  addresses  last
                  given by each party to the other.

         6.6.     This  Agreement  shall be governed by the laws of the State of
                  Israel.


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         6.7.     The competent  courts  located in Tel Aviv,  Israel shall have
                  exclusive  jurisdiction  over  any  action  arising  out of or
                  relating to this  Agreement,  and each of the  parties  hereby
                  irrevocably  submits  to the  exclusive  jurisdiction  of such
                  courts.

         6.8.     The provisions of this  Agreement  shall be deemed several and
                  the invalidity or unenforceability of any provisions shall not
                  affect the validity or  enforceability of the other provisions
                  hereof.

         6.9.     This Agreement may be signed in multiple  counterparts,  which
                  together shall be deemed one instrument.





         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly  executed  by  their  authorized  signatories  as of the date  first  above
written.



ECI TELECOM LTD.                           CARMEL V.C. LTD.




By: /s/Doron Inbar                          By: /s/Yizhak Avidor & /s/Avi Zeevi