Exhibit 4.14

Portions of this Exhibit 4.14 have been omitted pursuant to a confidential treatment request.
The omitted material has been filed separately with the Securities and Exchange Commission

EIGHTH AMENDMENT AND LIMITED TERM WAIVER AGREEMENT

EIGHTH AMENDMENT AND LIMITED TERM WAIVER AGREEMENT (this "Agreement") dated as of February 13, 2004 among
SR TELECOM INC., a corporation duly organized and validly existing under the laws of Canada ("SRT"), COMUNICACIÓN Y
TELEFONÍA RURAL S.A., asociedad anónimaduly organized and validly existing under the laws of Chile (the
"Borrower"), EXPORT DEVELOPMENT CANADA (formerly Export Development Corporation), a corporation established by an Act of the Parliament of Canada
("EDC"), and INTER-AMERICAN DEVELOPMENT BANK, an international organization established by the Articles of Agreement among its member countries
("IDB", together with EDC, the "Senior Lenders").

WHEREAS,
the Borrower and the Senior Lenders are parties to a Common Agreement dated as of December 22, 1999 (as amended, modified and supplemented from time to time, the
"Common Agreement");

WHEREAS,
the Borrower and EDC are parties to an Amended and Restated Loan Agreement dated as of December 22, 1999 (as amended, modified and supplemented from time to time, the
"EDC Loan Agreement");

WHEREAS,
the Borrower and IDB are parties to a Loan Agreement dated as of December 22, 1999 (as amended, modified and supplemented from time to time, the
"IDB Loan Agreement");

WHEREAS,
SRT, the Borrower and the Senior Lenders are parties to (i) an amended and restated Project Funds Agreement dated as of December 22, 1999 (as amended, modified and
supplemented from time to time, the "Project Funds Agreement") and (ii) an amended and restated Direct Agreement dated as of December 22,
1999 (as amended, modified and supplemented from time to time, the "Direct Agreement");

WHEREAS,
SRT and the Senior Lenders are parties to an amended and restated Performance Undertaking Agreement dated as of December 22, 1999 (as amended, modified and supplemented
from time to time, the "Performance Undertaking Agreement" and, together with the Common Agreement, the EDC Loan Agreement, the IDB Loan Agreement, the
Project Funds Agreement and the Direct Agreement, the "Relevant Agreements"); and

WHEREAS,
SRT and the Borrower requested that the Senior Lenders temporarily waive certain existing and anticipated Defaults and Events of Default and amend certain provisions of the
Relevant Agreements, and the Senior Lenders granted such waivers and amendments in accordance with the terms and conditions set forth in the Seventh Amendment and Limited Term Waiver Agreement dated
as of February 17, 2003 among SRT, the Borrower and the Senior Lenders (the "Seventh Amendment and Limited Term Waiver Agreement").

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WHEREAS,
SRT and the Borrower have provided the Senior Lenders with duly executed copies of (i) the Master and Share Exchange Agreement dated as of July 15, 2001 among the
Borrower, Chilean Holdco, BVI Holdco, Rural Telecommunications Chile S.A., asociedad anónimaduly organized and validly existing
under the laws of Chile ("RTC"), Gilat-to-Home Latin America (Holland), N.V., a corporation duly incorporated and validly
existing under the laws of the Netherlands and Gilat-to-Home Chile S.A.,sociedad anónimaduly organized
and validly existing under the laws of Chile ("GTH Chile") (as such agreement may be amended from time to time, the "Master and
Share Exchange Agreement"), (ii) the Settlement and Indemnification Agreement dated as of January 29, 2002 among the Borrower, Chilean Holdco, BVI Holdco, RTC,
GTH Chile, Gilat-to-Home Latin America (Holland), N.V., a corporation duly incorporated and validly existing under the laws of the Netherlands and Gilat Satellite
Networks Ltd., a company duly incorporated and validly existing under the laws of the State of Israel (as such agreement may be amended from time to time the "Settlement
Agreement") and (iii) the Contribution Agreement dated as of June 30, 2001 among RTC, GTH Chile and Gilat-to-Home Latin America
(Holland) N.V., a corporation duly incorporated and validly existing under the laws of the Netherlands (as such agreement may be amended from time to time, the
"Contribution Agreement" and, together with the Master and Share Agreement and the Settlement Agreement, the "Gilat Transaction
Documents") and the Senior Lenders have reviewed the Gilat Transaction Documents.

WHEREAS,
SRT and the Borrower have requested that the Senior Lenders further temporarily waive certain existing and anticipated Defaults and Events of Default and amend certain
provisions of the Relevant Agreements, and the Senior Lenders are willing to grant such waivers and amendments on the terms and conditions set forth below.

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

SECTION1.Definitions.Except as otherwise defined in this
Agreement, terms defined in the Common Agreement are used herein (including the recitals hereto) as defined therein.

SECTION2.Eighth Amendment Specified Defaults.As used herein,
"Eighth Amendment Specified Defaults" shall mean the following continuing Defaults and Events of Default:

SECTION3.Temporary Waiver.The Senior Lenders
agree, on the terms and subject to the conditions hereof, temporarily to waive during the period (the "Waiver Period") from and after the date the
conditions specified in Section 5 have been satisfied (the "Effective Date") until (but excluding) the Waiver Termination Date (as defined in
Section 6 below) the Eighth Amendment Specified Defaults. Notwithstanding such temporary waiver, it is understood by the Borrower and SRT that the Senior Lenders have not waived, other than the
Eighth Amendment Specified Defaults, any Default or Event of Default or any rights or remedies in respect thereof under the Transaction Documents or otherwise. During the Waiver Period (and
thereafter), the Senior Lenders shall be permitted to exercise all of their rights and remedies under the Transaction Documents (other than with respect to the Eighth Amendment Specified Defaults),
except as may be expressly limited or provided otherwise in this Agreement.

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SECTION4.Relevant Agreement Amendments.The Senior Lenders agree, subject
to the satisfaction of the conditions precedent specified in Section 5 below, to amend certain provisions of the Relevant Agreements as follows:

" "Eighth
Amendment and Limited Term Waiver Agreement" shall mean the Eighth Amendment and Limited Term Waiver Agreement dated as of February 13, 2004 among the
Borrower, SRT and the Senior Lenders."; and



SECTION5.Effectiveness.This Agreement shall become effective on the date
on which each of the following items has been satisfied (or waived by the Senior Lenders) in form and substance satisfactory to the Senior Lenders:

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SECTION6.Termination.The temporary waiver provided
in Section 3 shall terminate and be of no further force or effect at 10:00 a.m. (New York City time) on the date (the "Waiver Termination
Date") which is the earliest of:

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From
and after the Waiver Termination Date, the temporary waivers set forth herein shall terminate and be of no further force or effect, and the Senior Lenders shall be entitled to
immediately exercise and enforce any and all rights and remedies available to the Senior Lenders as a consequence of any (inter alia)Eighth
Amendment Specified Defaults that have occurred prior to, during or after the Waiver Period. Except as otherwise provided herein, all other provisions of this Agreement shall survive the Waiver
Termination Date and shall continue to be binding upon the parties hereto.

SECTION7.Amendments; Extensions.Except as
expressly provided herein, the terms of this Agreement may be modified, amended or waived only by an instrument in writing executed by the Borrower, SRT and the Senior Lenders. It is understood and
agreed that the Senior Lenders are not and shall not be under any obligation, express or implied, to consent to any modification or amendment hereof or to any extension of the Waiver Period.

SECTION8.Continuing Effect.Except as expressly
provided herein, the Relevant Agreements and all other Transaction Documents shall remain unchanged and in full force and effect, and all rights, powers and remedies of the Senior Lenders are hereby
expressly reserved. Without in any way limiting the generality of the foregoing, the Borrower and SRT shall be liable in accordance with the Transaction Documents for any and all sums and charges due
pursuant thereto and shall timely pay, during the Waiver Period, all obligations coming due and payable under the Transaction Documents (including to the extent modified herein). Except to the extent
expressly waived herein, SRT and the Borrower remain obligated by the representations, warranties, covenants, and other provisions set forth in the Transaction Documents.

SECTION9.Representations and Warranties.Each of the Borrower and SRT
represents and warrants to the Senior Lenders that:

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SECTION10.Covenants.

*  Material omitted pursuant to a confidential treatment request. The omitted material has been filed separately with the Securities and Exchange
Commission.

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*  Material omitted pursuant to a confidential treatment request. The omitted material has been filed separately with the Securities and Exchange
Commission.

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SECTION11.Counterparts.This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart.

SECTION12.Benefit of Agreement.This Agreement is solely for the benefit of
the signatories hereto (and their respective successors and assigns), and no other Person (including without limitation any other creditor of or claimant against SRT or the Borrower or any shareholder
of SRT or the Borrower) shall have any rights under, or because of the existence of, this Agreement.

SECTION13.Governing Law.THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION14.Waiver of Jury Trial.EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.

SECTION15.No Commitment or Waiver.Neither this Agreement nor any action or
inaction on the part of the Senior Lenders shall be construed to constitute or represent (i) a commitment by the Senior Lenders, either in their capacities under the Transaction Documents or in
any other capacity, to restructure any Indebtedness of the Borrower, or (ii) an intention by the Senior Lenders, except as expressly provided in Section 2 above, to waive, modify
or forbear from exercising any of their rights, powers, privileges or remedies under the Transaction Documents or under any other document or agreement, at law, in equity or otherwise (including with
respect to any Default or Event of Default (other than with respect to the Eighth Amendment Specified Defaults to the extent provided herein)), and SRT and the Borrower each acknowledge, agree and
confirm, except as expressly provided in Section 2 above, that no such commitment, waiver, modification or forbearance has been offered, granted, extended or agreed to by the Senior Lenders,
either in their capacities under the Transaction Documents or in any other capacity (including with respect to any Default or Event of Default (other than with respect to the Eighth Amendment
Specified Defaults to the extent provided herein)). Nothing set forth in this Agreement shall be construed so as to require the Senior Lenders, either in their capacities under the Transaction
Documents or in any other capacity, to agree to the terms of any modification proposed by the Borrower or SRT to the Transaction Documents or any other document or agreement to which either of the
Senior Lenders is a party.

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SECTION16.Remedies.No failure on the part of the Senior Lenders to
exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder or under the Transaction Documents shall operate as a waiver thereof; nor shall any
single or partial exercise by the Senior Lenders of any right, power or remedy hereunder or under the Transaction Documents preclude any other or further exercise thereof or the exercise of any other
right, power or remedy.

SECTION17.Voluntary Agreement.Each of the Borrower and SRT represents and
warrants that it is represented by legal counsel of its choice, is fully aware of the terms contained in this Agreement and has voluntarily and without coercion or duress of any kind entered into this
Agreement, and the documents and agreements executed and to be executed in connection with this Agreement. No provision hereof shall be interpreted or construed for or against any party because such
party prepared or requested, or may have prepared or requested, such provision, any other provision or this Agreement as a whole.

SECTION18.Transaction Documents in Full Force.Each of SRT and the Borrower
covenants and agrees that the Transaction Documents and the provisions thereof are and remain legal, valid and binding obligations of each of SRT and the Borrower enforceable in accordance with their
terms, and remain in full force and effect except as amended or modified hereby, and each of SRT and the Borrower hereby reaffirms, reconfirms and restates, all such obligations, as so modified, to
the Senior Lenders. Each of SRT and the Borrower acknowledges that none of the provisions contained in this Agreement, including without limitation the Borrower's obligation to deliver to the Senior
Lenders certain information regarding (a) RTC, (b) the issuance of shares in the Borrower or (c) the acquisition by the Borrower or any other SRT Party (as such term is defined in
the Transfer Restrictions Agreement) of any shares in any other entity, shall constitute consent by the Senior Lenders to any transaction that would be prohibited by the terms of the Financing
Documents. Neither SRT nor the Borrower has, and, in any event, hereby waives and releases, any claim, counterclaim, demand (other than notices required under the Transaction Documents), action,
defense (other than that SRT or the Borrower in fact has performed or complied with such obligation) or offset against any of its Indebtedness, Obligations and other obligations (and the enforcement
thereof) under the Transaction Documents against the Senior Lenders or their respective employees, agents and representatives, by reason of any matter, cause or thing whatsoever occurring on or before
the date hereof which relates to or arises out of the Transaction Documents or any obligations or responsibilities of the Senior Lenders under or in respect of the Transaction Documents. In addition,
each of SRT and the Borrower agrees not to commence, join in, assist, cooperate, prosecute or participate in (other than as a defendant) any suit or other proceeding in a position that is materially
adverse to the Senior Lenders concerning matters within the scope of the waiver contained above. Each of SRT and the Borrower hereby expressly acknowledges and agrees that nothing in this Agreement or
in any document or instrument executed in connection with or pursuant to this Agreement shall constitute a satisfaction as to all or any portion of the Obligations.

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SECTION19.Certain Acknowledgments.Each of SRT and the Borrower hereby:

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SECTION20.Most Favored Creditor Clause.Each of SRT and the Borrower hereby
agrees that it shall not enter into any standstill, forbearance or restructuring agreement (of any type or nature) with any creditor or creditors without the prior written consent of the Senior
Lenders. If during the Waiver Period, SRT or the Borrower enters into any such other standstill, forbearance or restructuring agreement that contains any terms, provisions or treatment that are more
favorable to such creditor or creditors, in the opinion of the Senior Lenders, than the terms, provisions, or treatment of the Senior Lenders set forth herein, then the Senior Lenders shall be
entitled to be accorded the benefits of any such terms, provisions or treatment, as reasonably determined by the Senior Lenders, and SRT or the Borrower, as the case may be, shall be required
immediately to take any and all actions necessary to accord the Senior Lenders the benefits of such terms, provisions or treatment. Notwithstanding the foregoing, this clause shall not apply to extend
the stated term of this Agreement. Neither SRT's nor the Borrower's obligations hereunder shall be exhausted by any one exercise of this clause, but shall survive for the term of this Agreement.

SECTION21.Common Agreement Event of Default.Any breach by SRT or the
Borrower of any of the terms of this Agreement and the occurrence of any of the events or actions referred to in Section 10(k) will constitute an Event of Default under the Common Agreement.

SECTION22.Further assurances.Each of the Borrower and SRT shall execute
all additional documents and do all acts not specifically referred to herein which are reasonably necessary to effectuate the intent of this Agreement.

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

| | SR TELECOM INC.                    
| | -----------------------------------
| |                                    
| | By:                                
| |                                    
| | By:                                
| |                                    
| | COMUNICACIÓN Y TELEFONÍA RURAL S.A.
| |                                    
| | By:                                

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| | EXPORT DEVELOPMENT CANADA
| | -------------------------
| | By:                      
| | By:                      

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| | INTER-AMERICAN DEVELOPMENT BANK
| | -------------------------------
| |                                
| | By:                            

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