Unassociated Document


    - 1
-

    Rental
Agreement

    Made and
entered in Jerusalem, on November 12, 2006

    


    
      	
              Between:

            	
              Beck
      Tech (Jerusalem) Ltd.,

              Company
      I.D. 511868465

              Of
      8 Hartum Street, Beck Science Center,

              Har
      Hahotzvim, Jerusalem

              (hereafter
      "The Lessor") on one hand;

            
	
              and
      between:

            	
              BioCancell
      Therapeutics Ltd.,

              Company
      I.D. 513597856

              (hereafter
      "The Lessee") on the other hand;

            


    

    


    Whereas

    


    
      	
              1.

            	
              The
      Lessor entered a lease agreement with Israel Lands Administration on
      August 24, 1997 (hereafter "The Lease Agreement"), which grants the Lessor
      lease rights in an area of approximately 12,641 m2,
      in plot No. 16, according to a detailed plan No. 3760; and in plots No. 3
      and 4 according to detailed plan No. 3760a and in registered block 30241,
      plots 31 (part thereof), 40 (part thereof) and in registered block 30243,
      plots 22 (part thereof), 23 (part thereof), 24 (part thereof) in 8, Hartum
      Street, Har Hahotzvim, Jerusalem (hereafter "The
Land");

            
	
              2.

            	
              The
      Lessor built on the Land a project for High Tech industries, to lease
      and/or sell the majority of the units in the project;

            
	
              3.

            	
              The
      Lessee is interested in leasing from the Lessor and the Lessor is
      interested in leasing rented premises in the project in unprotected
      tenancy, all for the purpose of and under conditions detailed in this
      agreement, provided that the Lessee enters an agreement with the Managing
      Company as detailed in this agreement, in addition to this
      agreement;

            


    

    


    Therefore,
the parties agreed, acknowledged and stated the following:

    


    
      	
              1.

            	
              Preamble
      and headlines

            
	 
      	
              1.1

            	
              The
      preamble to this agreement and its annexes are an integral part thereof
      and a condition of its conditions and the parties enter the agreement
      between them according to the stipulations thereto.

            
	 
      	
              1.2

            	
              Headlines
      of the clauses of the agreement are included for convenience and
      orientation purposes only and are not part of the agreement and shall not
      be used to interpret it.

            


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 2
-

    2.           Table of contents

    
      	 
      	
              Clause
      1

            	
              -

            	
              Preamble
      and Headlines

            
	 
      	
              Clause
      2

            	
              -

            	
              Table
      of Contents

            
	 
      	
              Clause
      3

            	
              -

            	
              Annexes

            
	 
      	
              Clause
      4

            	
              -

            	
              Definitions

            
	 
      	
              Clause
      5

            	
              -

            	
              Non-payment
      of Key Money and Non-Application of Tenants Protection
  Law

            
	 
      	
              Clause
      6

            	
              -

            	
              Warranties
      of the Lessee

            
	 
      	
              Clause
      7

            	
              -

            	
              Period
      of the Lease and its Extension

            
	 
      	
              Clause
      8

            	
              -

            	
              The
      Purpose of the Lease

            
	 
      	
              Clause
      9

            	
              -

            	
              Rent
      and Payment terms

            
	 
      	
              Clause
      10

            	
              -

            	
              Parking

            
	 
      	
              Clause
      11

            	
              -

            	
              Project
      Management and Fulfilling the Instructions of the
  Articles

            
	 
      	
              Clause
      12

            	
              -

            	
              Maintenance
      and Management of the Leased Premises

            
	 
      	
              Clause
      13

            	
              -

            	
              Licensing
      and Licenses

            
	 
      	
              Clause
      14

            	
              -

            	
              Performing
      Work in the Leased Premises

            
	 
      	
              Clause
      15

            	
              -

            	
              Additional
      Fees Applied to the Lessee

            
	 
      	
              Clause
      16

            	
              -

            	
              Payment
      of the Lessor Instead of the Lessee

            
	 
      	
              Clause
      17

            	
              -

            	
              Payment
      Arrear

            
	 
      	
              Clause
      18

            	
              -

            	
              Prohibited
      Transfer of Rights by the Lessee

            
	 
      	
              Clause
      19

            	
              -

            	
              Insurance
      Policies of the Lessee

            
	 
      	
              Clause
      20

            	
              -

            	
              Insurance
      Policies of the Lessor

            
	 
      	
              Clause
      21

            	
              -

            	
              Deposit,
      Guarantees and Sureties

            
	 
      	
              Clause
      22

            	
              -

            	
              Changes
      in and Additions to the Leased Premises by the Lessee

            
	 
      	
              Clause
      23

            	
              -

            	
              Responsibility
      and Indemnification

            
	 
      	
              Clause
      24

            	
              -

            	
              Lien
      or Pledge by the Lessor and/or the Managing Company

            
	 
      	
              Clause
      25

            	
              -

            	
              Vacating
      the Leased Premises

            
	 
      	
              Clause
      26

            	
              -

            	
              Final
      Settlement of the Accounts

            
	 
      	
              Clause
      27

            	
              -

            	
              Remedies
      of the Lessor for a Breach of the Agreement by the
  Lessee

            
	 
      	
              Clause
      28

            	
              -

            	
              Remedies
      of the Lessee for a Breach of the Agreement by the Lessor [Application of
      the Contracts Law (Remedies)]

            
	 
      	
              Clause
      29

            	
              -

            	
              General

            
	 
      	
              Clause
      30

            	
              -

            	
              Arbitration
      and Jurisdiction

            
	 
      	
              Clause
      31

            	
              -

            	
              The
      Concise Agreed Upon Agreement and Amendments of the
    Agreement

            
	 
      	
              Clause
      32

            	
              -

            	
              Addresses
      and Notices

            


    

    
      	
              3.

            	
              Annexed to the
      Agreement

            


    

    
      	
               
      

            	
              The
      following annexes are attached to the agreement and are an integral part
      thereof

            


    

    
      	 
      	
              Annex
      A

            	
              -

            	
              A
      Scheme of the Leased Premises

            
	 
      	
              Annex
      B

            	
              -

            	
              Management
      Agreement

            
	 
      	
              Annex
      C

            	
              -

            	
              Articles
      of the Project

            
	 
      	
              Annex
      D

            	
              -

            	
              Changes
      and Improvements of the Lessee

            
	 
      	
              Annex
      E

            	
              -

            	
              Certificate
      of Insurance for Contractors Work

            
	 
      	
              Annex
      F

            	
              -

            	
              Certificate
      of Insurance Policies of the Leased
Premises

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 3
-

     

    
      	
              4.

            	
              Definitions

              The
      following terms will have the following adjacent meaning in this
      agreement, unless explicitly specified otherwise:

            
	 
      	
              4.1

            	
              "The
      Project" - an exclusive High Tech industries project built by the Lessor
      on the land.

               

            
	 
      	
              4.2

            	
              "Architect"
      - the architect and/or the engineer of the building, appointed by the
      Lessor.

               

            
	 
      	
              4.3

            	
              "The
      Leased Premises" - A unit in the project, in the third floor of the
      southern tower, of an area of 213 m2
      gross, according to the scheme attached hereto as Annex A and also a right
      to use parking spaces, as detailed below in this agreement.

               

            
	 
      	
              4.4

            	
              "The
      Managing and Maintenance Company" - Mikdan-Tech Management Ltd., or any
      other company appointed by the Lessor to manage and maintain the
      project.

               

            
	 
      	
              4.5

            	
              "Management
      Agreement" - the Management Agreement attached to this agreement, as an
      integral part thereof, marked as Annex B.

               

            
	 
      	
              4.6

            	
              "Representative
      Rate" for a certain day - the representative exchange rate of the US$, as
      determined by the Bank of Israel on the last business day before payment
      of any amount according to this agreement. If no representative rate is
      determined for a certain period - the mean exchange rate of the checks and
      transfers buying and selling rate determined by Bank Ha'poalim Ltd., for
      that day shall serve as the representative rate. In any case, the
      representative rate shall not be less than the representative rate in
      force as at the date of executing this rental agreement.

               

            
	 
      	
              4.7

            	
              "Dollar"
      - means an amount in NIS according to the representative rate on the
      actual payment date of the relevant amount, but no less than the known
      representative rate on the execution date of this rental
      agreement.

            


    

    


    
      	
              5.

            	
              Non-payment
      of Key Money and Non-Application of Tenants Protection
  Law

            


    

    


    
      
        	 	
                5.1

              	
                The
      Lessee hereby declares and acknowledges that it knows that the building
      was built after 1971 and that on the date that the Tenants Protection Law
      (various stipulations) - 1968 came in force, it was not a tenant entitled
      to hold the leased premises as a protected tenant and the leased premises
      were not leased to any tenant in key money, therefore, according to the
      instructions of the Protection Law (combined version) - 1972, this law and
      any other law that replaces it or added to it shall not apply to the lease
      of the leased premises and that the Lessee, the leased premises and the
      subsequent lease are not and shall not be protected by the instructions of
      the aforementioned laws.

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 4
-

     

    
      
        	 	
                5.2

              	
                The
      Lessee hereby declares and acknowledges that the Lessee did not pay, does
      not pay did not intend to pay, was not required to pay and did not
      undertake to pay the Lessor any amount, directly or indirectly, in money
      or equivalent, in respect with key money for the rental right in the
      leased premises and that any repair and/or change made in the leased
      premises, if any, shall be performed together with the current maintenance
      and/or during adaptation of the leased premises to the needs of the Lessee
      and there shall be no fundamental changes in the leased premises and/or
      payment of key money, and upon vacating the leased premises, the Lessee
      shall not be entitled to claim and/or receive any amount or benefit in
      respect with key money or good
will.

              


      

    

    


    
      	
              6.

            	
              Warranties
      and Commitments of the Parties

            
	 
      	
              6.1

            	
              The
      parties state that pursuant to executing this agreement, the Lessor turned
      the leased premises over to the Lessee after painting and cleaning and the
      Lessee states that it received the leased premises to its
      satisfaction.

            
	 
      	
              6.2

            	
              The
      Lessor hereby states and warrants
that:

            


    

    


    
      
        	 	
                6.2.1

              	
                The
      building in which the leased premises are located was built according to a
      building permit issued for its building and that the authorized
      authorities issues a certificate of consent to populate the
      building.

              
	 	
                6.2.2

              	
                A
      lease agreement was entered with the administration, that conformed to all
      terms and conditions of the lease contract and the Israel Lands
      Administration has no cause whatsoever to cancel the lease
      agreement.

              
	 	
                6.2.3

              	
                The
      land is free of any lien, pledge, debt, seizure, or rights of any third
      party, except according to rental agreements with other
      lessees.

              
	 	
                6.2.4

              	
                No
      law and/or other agreement and/or another cause prevents entering this
      rental agreement with the Lessee.

              
	 	
                6.2.5

              	
                Nothing
      in the urban building scheme applied to the land prevents the operation of
      a High Tech industry in the leased
premises.

              


      

    

    


    
      	
              6.3

            	
              The
      Lessee states and warrants that:

            
	 
      	
              6.3.1

            	
              He
      saw the leased premises, inspected them and all factual and legal data
      related to the premises, and subject to the truthfulness of the statements
      and warrants of the Lessor and fulfillment of its duties under this
      agreement, found the premises suited to its needs, and the Lessee hereby
      waivers any claim of non-conformance to any matter related to the project
      and to the leased premises, including possible use thereof, except a
      concealed defect.

            
	 
      	
              6.3.2

            	
              He
      was notified that the Lessor invested considerably to plan the project
      with due attention to every element used in its operation as High Tech
      Industries project, according to advanced
  concepts.

            


    

    
       

      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 5
-

     

    
      
        	 	
                6.3.3

              	
                He
      received the leased premises As Is, after the leased premises were painted
      and cleaned by the Lessor and at its
expense.

              


      

    

    


    
      	
              7.

            	
              Period
      of the Lease and its Extension

            


    

    


    
      
        	 	
                7.1

              	
                The
      Lessor hereby leased to the Lessee and the Lessee hereby leases the leased
      premises from the Lessor for a period of 24 months, starting on September
      17, 2006 up to September 16, 2008.

              
	 	
                7.2

              	
                It
      is agreed that the area of the leased premises is 213 m2, consisting of
      the floor area of the leased premises plus the full area of the exterior
      walls and 50% of the area of the interior walls plus the relative part of
      the areas for common use, at the rate of 15% of the areas of the floor and
      walls thereof.

              
	 	
                7.3

              	
                The
      Lessee is entitled to give notice on the extension of the rental period
      for an additional 12 months period from September 17, 2008 to September
      16, 2009 (hereafter "The additional lease period"), subject to the terms
      details in sub-section 7.4 below.

              
	 	
                7.4

              	
                When
      the Lessee gives notice on the extension of the lease period for the
      additional lease period, the agreement shall be extended for the
      additional lease period with the required changes, that, only after each
      and every condition of the accumulated following conditions is
      fulfilled:

              
	 	 
      	
                7.4.1

              	
                The
      Lessee delivered an advance written notice to the Lessor, notifying its
      wish to extend the agreement for the additional lease period (hereafter
      "The Advance Notice"), in a registered letter, delivered by a courier,
      received by the Lessor up to 3 (three) months prior to the end of the
      lease period according to this agreement, where receipt thereof was
      approved by a clerk of the Lessor.

              
	 	 
      	
                7.4.2

              	
                Up
      to the date of the advance notice, the Lessee fulfilled all the terms of
      this agreement to the letter and did not violate in any violation which is
      a recurring violation and/or a fundamental violation and/or a violation of
      a major clause of this agreement and/or any other violation that the
      Lessee failed to correct, although required to do so by the
      Lessor.

              
	 	 
      	
                7.4.3

              	
                As
      at the delivery date of the advance notice and also during the period up
      to the end of the lease period according to this agreement (without an
      extension), there will be no legal proceedings (including arbitration)
      between the Lessor and the Lessee.

              
	 	
                7.5

              	
                The
      Lessee undertakes to notify the Lessor on its wish to rent the leased
      premises for an additional period or end the lease relations in a
      registered letter, at least 3 months prior to the end of the additional
      lease period (if it chooses to extend the lease).

              
	 	
                7.6

              	
                When
      the Lessee notifies the Lessor on his wish to lease the leased premises
      for an additional period after the additional lease period, the parties
      shall negotiate the terms of the lease, including the rent and the parking
      spaces, duration of the lease period, extension options, etc., and the
      Lessee shall not have the right to claim that it is entitled to extend the
      lease beyond the additional lease period provided by this
      agreement.

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 6
-

     

    
      	
              8.

            	
              The
      Purpose of the Lease

            
	 
      	
              8.1

            	
              The
      Lessee hereby leases the leased premises with the sole purpose of using it
      to operate a Biotechnology business.

            
	 
      	
              8.2

            	
              The
      Lessee hereby undertakes that is shall not use and shall not allow the use
      of the leased premises or any part thereof for any other purpose except
      the lease purpose. To remove any doubt and without derogating the
      generality of the aforementioned, the Lessee undertakes to operate only
      his business in the leased premises and no other
  business.

            
	 
      	
              8.3

            	
              The
      Lessee acknowledges that it knows that the Lessor is entitled to grant
      and/or grants and/or will grant exclusivity for different purposes in the
      project. The Lessor is also entitled to prevent use of the leased premises
      in the project for different purposes, all to create an appropriate
      balance of the businesses in the project, at the Lessor's discretion, as
      will be from time to time. Granting exclusivity and/or preventing use from
      other Lessees, shall be decided at the sole and absolute discretion of the
      Lessor and the Lessee does not have and will not have any claims against
      and demands from the Lessor on this matter, provided that the Lessor shall
      not effect a change in the character of the project and that the rights of
      the Lessee according to this agreement shall not be
    affected.

            
	 
      	
              8.4

            	
              The
      Lessee states and warrants that is has the knowledge, experience and
      ability to operate the leased premises as detailed in the purposes of the
      lease, that it will operate the leased premises and maintain it with all
      the equipment appropriately and as required by the instructions of any law
      and that the leased premises were leased to the Lessee by the Lessor on
      the basis of this statement, with due consideration of the obligation of
      the Lessor to lease the project to industries of a certain type in a
      certain quantity.

            
	 
      	
              8.5

            	
              The
      violation of any provision of the provisions of this clause consists a
      material breach of the agreement.

            


    

    


    
      	
              9.

            	
              Rent
      and Payment terms

            
	 
      	
              9.1

            	
              In
      payment of the rent for leasing the leased premises, which are the subject
      of this agreement, the Lessee undertakes to pay the Lessor monthly rent in
      the amount of $13 per 1 m2,
      in the meaning of the dollar as construed in clause 2 above and a total of
      $2,769.

            
	 
      	
              9.2

            	
              In
      addition to the rent, Value Added Tax (hereafter "VAT") shall apply to and
      shall be paid by the Lessee in relation to the lease according to this
      agreement at the rate in force on the actual payment date of the rent and
      shall be paid to the Lessor 3 days prior to the date required by law for
      paying VAT, against receipt of a legal invoice from the
      Lessor.

            
	 
      	
              9.3

            	
              The
      Lessee shall pay the rent to the Lessor in advance for every three months
      of lease with the addition of the legal VAT, starting from handing over
      the premises, on the first day of the first month of every three lease
      months, as aforementioned (for example, on January 1st,
      April 1st,
      etc.), through a bank standing order, linked to the CPI, payable directly
      to the Lessor's account. Rent for the period from starting the lease up to
      the first day of the nearest quarter shall be paid on the execution date
      of this agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 7
-

     

    
      
        	 	
                9.4

              	
                The
      violation of any provision of the provisions of this clause consists a
      material breach of the
agreement.

              


      

    

    


    
      	
              10.

            	
              Parking

            


    

    


    
      
        	 	
                10.1

              	
                The
      Lessor shall place at the service of the Lessee, for the lease period, and
      if the Lessee extends the lease - even for the additional lease period, 6
      marked parking spaces in the parking lot of the project, at the discretion
      of the Lessor (hereafter "Parking Spaces"), provided that these spaces
      shall be adjacent and as near as possible to the leased premises. 3
      parking spaces will be placed at the service of the Lessee free of charge
      and 3 additional parking spaces in return for an amount of $80 per month,
      plus VAT for each parking space and a total of $240 per month plus
      VAT.

              
	 	
                10.2

              	
                The
      Lessee acknowledges that it knows that the parking spaces are not part of
      the leased premises, that the parking spaces will remain the property
      owned by the Lessor and the Lessee is only granted the right to use the
      parking spaces.

              
	 	
                10.3

              	
                To
      remove any doubt, it is clarified that the Lessee shall incur the cost of
      the municipal rates applied (if applied) to all parking spaces it
      received, either free of charge or against payment, as aforementioned, all
      throughout the lease period, including the additional lease periods. To
      remove any doubt, it is clarified that the Lessee shall incur payments of
      the municipal tax for parking spaces, in addition to its share in the
      managing expenses and all other payments applied to it according to this
      agreement.

              
	 	
                10.4

              	
                The
      Lessee acknowledges that it knows that the parking arrangement will be
      dictated by the Lessor and/or another party employed by the Lessor and/or
      the managing company; and that this planning, including the location of
      the parking spaces shall continue to be adjacent to each other and as near
      as possible to the leased premises.

              
	 	
                10.5

              	
                The
      Lessor states and warrants that the Lessee shall receive free access and
      exit to the parking spaces on all hours of the day and night, throughout
      the year, except Yom Kippur (Day of
Atonement).

              


      

    

    


    
      	
              11.

            	
              Project
      Management and Fulfilling the Instructions of the
  Articles

            


    

    


    
      
        	 	
                11.1

              	
                The
      Lessee acknowledges that it was advised about the contents of the Articles
      of the Project, attached in its full version to this agreement as an
      integral part thereof and marked as Annex C (hereafter in this agreement
      "The Articles"). And the Lessee consents and hereby approves the Articles
      and undertakes to act according to the Articles.

              
	 	
                11.2

              	
                The
      Lessee undertakes to fulfill in full all the provisions included in the
      Articles and/or any provision, guideline, rules, permits and prohibitions
      applied to or will be applied to the project from time to time, including
      any amendment and/or change in the aforementioned or in the Articles, all
      as determined from time to time at the sole discretion of the Lessor
      and/or the managing company, provided that such new provisions
      were

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 8
-

     

    
      
        	 	 
      	
                brought
      to the attention of the Lessee in writing, in advance, by the Lessor
      and/or the managing company, provided that the Lessee's rights according
      to this agreement and its reasonable options to fully benefit from and use
      the leased premises shall not be affected (hereafter in this agreement
      "Periodic Provisions").

              
	 	
                11.3

              	
                The
      Lessee undertakes to enter a management agreement with the managing
      company and/or the Lessor, pursuant to executing this agreement. Despite
      the provisions of the management agreement, it is explicitly agreed, that
      the Lessee shall pay management fees in the amount of $3.35 per 1 m2
      per month and a total of $713.55 per month plus VAT. The Lessee shall
      continue to pay this amount of management fees whether the actual
      management fees (management costs plus 15%) are higher or lower than this
      amount. It is also agreed, that despite the provisions of the management
      agreement, the Lessee will not be entitled to receive the invoices of the
      managing company and approvals of the auditor of the managing company and
      will not be entitled to study the documents of the managing
      company.

              
	 	
                11.4

              	
                It
      is hereby agreed that violation of any commitment of the Lessee according
      to the management agreement, as well as any provision of the periodic
      provisions, will be also regarded for all intents and purposes as a breach
      of this rental agreement and all the reliefs available to the Lessor in
      respect with the breach of this agreement will
  apply.

              


      

    

    


    
      	
              12.

            	
              Maintenance
      and Management of the Leased Premises

            
	 
      	
              12.1

            	
              The
      Lessee undertakes to maintain the leased premises, including equipment
      and/or installations with which the leased premises were equipped,
      including equipment and/or installations which serve the leased premises,
      installed outside the premises, in good repair and function and also at a
      good level and quality, conforming to the character of the project. The
      Lessee undertakes to avoid causing any damage or disruption to the leased
      premises or any part thereof or any system of its systems and installation
      of its installations (hereafter "The Damages") and repair at its expense,
      in the shortest possible time under the circumstances, all damages caused
      during the lease period (except exceptional damages, as defined below),
      including all damages caused by the Lessee and/or by anyone acting on its
      behalf and/or by visitors, clients, employees, workers and/or any other
      person.

            
	 
      	
              12.2

            	
              It
      is hereby agreed that the Lessee is not responsible for a part of the
      damages only (hereafter "Exceptional Damages"), detected during the lease
      period, which will be damages caused by natural and reasonable wear or
      constructional - fundamental damages in parts of the leased premises,
      which the Lessor built, provided that the said damages will not occur in
      any way as a result of an act or default of any person except the Lessor
      or anyone acting on its behalf and that the Lessee or anyone acting on its
      behalf did not perform any constructional work in that part of the leased
      premises in which the exceptional damages were detected, which can cause
      the said damages in reasonable and logical probability. It is agreed that
      the Lessor shall be responsible for repairing
  the

            


    

    
       

      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 9
-

     

    
      
        	 	 
      	
                exceptional
      damages at its expense within a reasonable time under the circumstances
      and the specific damages, that from the time on which the Lessee reports
      to the Lessor in writing on the occurrence of the exceptional damages, and
      subject to cooperation of the Lessee with the Lessor as far as required in
      this case. It is also explicitly agreed hereby that in the event that
      parties will disagree on this matter, the architect shall decide if the
      detected damage is an exceptional damage and how and when it should be
      repaired, all at the sole and absolute discretion of the architect that
      will oblige the parties.

                It
      is agreed that the Lessee shall not be entitled to any compensation in
      respect with loss of profits caused by the aforementioned special
      damages.

                The
      Lessor, on its part undertakes to file a claim to the insurance company
      which will insure the building and forward to the Lessee any amount
      received from the insurance company for the said damages. If the damages
      will affect several leased premises, the Lessor will divide the amounts
      received from the insurance company among the tenants, at its
      discretion.

              
	 	
                12.3

              	
                Without
      derogating from the generality of the aforementioned the Lessee undertakes
      that the equipment, furniture and other installations and/or accessories
      installed in the leased premises shall be at excellent level and quality,
      compatible with the character of the project.

              
	 	
                12.4

              	
                The
      Lessee acknowledges that if it will not maintain the leased premises,
      including the said equipment, furniture and other installations and/or
      accessories installed in the leased premises and/or equipment and/or
      installations that serve the leased premises and the installations outside
      the boundaries of the leased premises at the level and quality specified
      in this agreement and/or shall not repair the damages and the required
      repairs in the leased premises and/or return the leased premises to the
      Lessor in a condition that is not good and functional, except reasonable
      wear, at the end of the lease period, the Lessor is entitled, but not
      obliged to perform any repair and any actions it deems fit to repair the
      damages and/or revert the condition to its former condition, at the
      expense of the Lessee.

                The
      Lessor shall be entitled to access the leased premises to exercise its
      aforementioned right in this clause, in coordination with the
      Lessee.

                Nevertheless,
      is it hereby explicitly agreed that before taking any aforementioned
      action by the Lessor, according to this sub-section, the Lessor will
      notify its intention to the Lessee and allow it to repair the required
      repairs to the satisfaction of the Lessor, all except repairs which
      according to their nature or according to the management agreement are
      repaired by the managing company or another third
party.

              
	 	
                12.5

              	
                The
      Lessee undertakes to fulfill and perform the provisions of any law applied
      to the leased premises, its maintenance and use. The Lessee undertakes
      that it shall not perform in the leased premises or any part thereof, or
      related to it, any act that may be an obstacle or a nuisance or cause
      other damage to the Lessor or to the project or to other tenants, or other
      right holders in the project, or to any other third party and the Lessee
      shall incur all consequences of violating these
    obligations.

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 10
-

     

    
      	
              12.6

            	
              Signs

            
	 
      	
              12.6.1

            	
              The
      Lessee is committed not to hang any signs and/or posters on the facade of
      the leased premises and/or on an exterior wall of the leased premises
      and/or any exterior part of the project and/or in the interior spaces
      and/or the exterior spaces of the project, including parking lots areas
      and/or any other place in the project without the written advance consent
      of the Lessor and/or the managing company. The Lessor and/or the managing
      company are entitled to subject their consent for hanging any signs and
      posters to conditions defining the size, quality, color and shape of the
      sign and shall be entitled to deny permission for hanging signs and
      posters based on reasonable causes and/or causes related to the quality of
      the project and/or any other material cause. The signs shall be produced
      by a signs producer employed specifically for this purpose by the managing
      company.

            
	 
      	
              12.6.2

            	
              The
      Lessor hereby notifies that it consents to signs hanging under the
      following terms:

              In
      the entrance to the building Atrium, signs identical to signs of other
      tenants in the building, approved by the graphic designer of the building,
      Mr. Noach Ofir, or whoever is appointed in his place by the Lessor. In the
      exit from the elevator at the floor of the leased premises, signs to
      direct the visitors of the Lessee to the leased premises, designed by the
      graphic designer of the building, Mr. Noach Ofir, or whoever is appointed
      in his place by the Lessor. The managing company incurs the expenses of
      the signs production.

              It
      is agreed, that the said hanging of signs and/or posters shall be
      performed only by the managing company (unless the latter shall permit the
      Lessee to do it on its own, by an advance written letter). The Lessee
      shall incur a fee applied, if applied, to the said
  signs.

            
	 
      	
              12.6.3

            	
              "Interior spaces" for the
      purpose of this agreement, mean all the spaces within the boundaries of
      the project, including, without derogating the generality of the
      aforementioned, the additions and improvements added from time to time,
      exterior and/or underground and/or other parking lots, roofs, passages,
      entries and exits, internal streets, sidewalks, service rooms, loading and
      offloading bays, elevators, stairs and any other space within the
      boundaries of the project, open for the general public and/or which will
      be open to that public and also the air raid shelters, except those parts
      designated by the Lessor for leasing and/or were actually
      leased.

              "Exterior spaces" for the
      purpose of this agreement, mean all the spaces outside the boundaries of
      the project, adjacent to its, including, inter alia, roads and access
      roads, sidewalks, traffic islands, gardens, lighting and
      signs.

               

            


    

    
       

      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 11
-

     

    
      	 
      	
              The
      Lessee undertakes to strictly maintain the cleanliness of the leased
      premises and the project and the adjacent surrounding and operate its
      business only within the leased premises. The Lessee undertakes that it
      shall not place junk, crates, objects, movables and waste outside the
      leased premises, including the service corridors and shall not cause any
      obstacle and nuisance to anyone. The Lessee shall incur all the fines
      charged by the municipal authorities and/or by State institutions, if
      charged, in respect with violation of the provisions of this clause. In
      the event that the Lessor is charged with the said fines due to acts or
      defaults of the Lessee, the Lessee shall indemnify the Lessor for the full
      amount of the said fines, including all reasonable expenses incurred by
      the Lessor in relation to such fines. The Lessee undertakes to fulfill all
      the provisions of the management agreement related to waste removal and
      pay all the expenses and fines related to it.

              The
      Lessee undertakes to access the leased premises only through the fixed and
      marked access roads, as determined by the Lessor. The Lessee undertakes to
      get to the leased premises, using vehicles and transport means, only in
      places designated for this purpose, as determined by the Lessor, and shall
      not use vehicles, motorized or otherwise, which may affect and/or damage
      the access roads or the roads to the project and to the parking lots which
      serve it. The Lessee undertakes to fulfill any reasonable instruction
      issued by the Lessor and/or the managing company in writing, from time to
      time, on the subject of access to the leased premises and its
      surrounding.

              The
      violation of any provision of the provisions of this clause consists a
      material breach of the agreement.

            


    

    


    
      	
              13.

            	
              Licensing
      and Licenses

            
	 
      	
              13.1

            	
              The
      Lessee declares that it verified in practice the conformance of the leased
      premised to its needs and to the purpose of the lease and the ability to
      obtain all the licenses, permits and approvals required by law to operate
      the leased premises in accordance with the purposes of the lease, prior to
      entering its signature on this agreement.

            
	 
      	
              13.2

            	
              The
      Lessee undertakes to obtain all the licenses and/or permits and/or
      approvals required by law to operate and/or manage its business in the
      leased premises, from any municipal and/or local and/or government and/or
      other authority. The Lessee shall forward to the Lessor, upon its written
      request on the matter, a copy of the said documents.

            
	 
      	
              13.3

            	
              The
      Lessee declares that the Lessor bears no responsibility towards the Lessee
      for obtaining any of the said license and/or permit and/or
      approval.

            
	 
      	
              13.4

            	
              The
      Lessee undertakes to ensure the renewal of any license and/or permit
      and/or approval required for its business in the leased premises
      throughout the lease period, to allow all work in the leased premises and
      its operation to be conducted throughout the lease period and any
      part

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 12
-

     

    
      
        	 	 
      	
                thereof
      according to the provisions of any law, license, permit, approval,
      instruction, regulation and order, issued from time to time by any
      authorized authority, relating to the business operated in the leased
      premises.

              
	 	
                13.5

              	
                In
      the event that an authorized authority stipulates terms for granting the
      license, permit or approval required to operate the business of the Lessee
      in the leased premises, to modify the leased premises, the Lessee
      undertakes to request the written advance consent of the Lessor to perform
      any required change. The Lessor is entitled to consent to the request or
      deny it on reasonable grounds. In the event that the Lessor consented to
      the request, the Lessee is entitled to perform the changes in the leased
      premises only in accordance with the written conditions issued by the
      Lessor, at the sole expense of the Lessee and the provisions of the
      following Clause 14 shall apply.

              
	 	
                13.6

              	
                In
      the event that the Lessor denied the request and does not issue the
      required license and/or the permit and/or the approval to operate the
      business of the Lessee in the leased premises, the agreement shall be
      cancelled and the Lessee shall be required to vacate the leased premises
      from any person and object and return the keys of the leased premises to
      the Lessor, all no later than three months after the Lessor notifies its
      said denial.

              


      

    

    


    
      	
              14.

            	
              Performing
      Work in the Leased Premises

            
	 
      	
              14.1

            	
              The
      Lessee is committed not to make any interior and/or exterior change in the
      leased premises, not to add any addition, destroy or modify any part of
      the leased premises and/or an installation of its installations and not
      permit or allow any repair and/or change and/or addition and/or renovation
      and/or destruction, all without the written advance consent of the Lessor.
      The Lessor is entitled to consent to the Lessee's request or deny it on
      reasonable grounds. The Lessor is entitled to prevent execution of any act
      that is contrary to this clause and also to destroy and remove any change,
      addition, renovation or repair performed contrary to this clause, all at
      the expense of the Lessee.

            
	 
      	
              14.2

            	
              In
      the event of performing the aforementioned works, the Lessee shall insure
      the works in insurance policies specified in Certificate of Insurance for
      Contractors Work, Annex E to this agreement and shall present the
      certificate on issuing the insurance polices, signed by the insurer, in
      the version stipulated in Annex E, to the Lessor, prior to commencing
      work.

            
	 
      	
              14.3

            	
              The
      Lessee shall incur the cost of repairing the leased premises and/or the
      project and/or part thereof, as far as this repair is required by
      performance of any works, performed by the Lessee, immediately after being
      required to do so by the Lessor and/or the managing
    company.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 13
-

     

    
      	 
      	
              14.4

            	
              All
      repairs and/or changes and/or additions and/or renovations and/or
      improvements made by the Lessee in the leased premises, either with or
      without the consent of the Lessor, and all the attached to the leased
      premises (all these hereafter "The Changes"), shall be transferred at the
      end of the lease period, including upon a change of tenants, to the
      possession and ownership of the Lessor and the Lessee waivers any claim
      and/or demand related to these changes. To remove any doubt, it is hereby
      clarified that the Lessee shall not be entitled to any payment in respect
      with the changes, however, in the event that the Lessor requires that the
      Lessee reverts the condition to the original condition, as it was prior to
      the execution of this agreement, all or part thereof, the Lessee shall
      revert the condition to the former condition, all or part thereof, at its
      expense, in accordance with the required by the Lessor and shall take hold
      of those changes as defined above which the Lessor has no need for,
      according to the Lessor's definition and shall leave the leased premised
      empty of any person and object, except the changes that the Lessor wishes
      to hold. To remove any doubt, it is hereby clarified explicitly, that the
      Lessee shall be entitled to remove from the leased premises, all items
      which are not permanently attached to the leased
  premises.

            
	 
      	
              14.5

            	
              The
      Lessee undertakes to enable the Lessor and/or the managing company and/or
      to whoever acts on their behalf, to enter the leased premises at any
      reasonable day and time, to inspect the leased premises and/or show it to
      other potential tenants and/or to perform in it, for it or for any other
      part of the project, works and repairs of any kind and type. Including and
      without derogating the generality of the aforementioned, technical
      arrangements, piping, drainage, electricity, etc. Nothing in this clause
      obliges the Lessor and/or the managing company to perform any action and
      the Lessor and/or the managing company shall act to the best of their
      ability to reduce any damage, if any, caused to the Lessee, to the barest
      minimum, that the duration of the actions shall be as short as possible
      and that the condition of the leased premises shall be reverted to its
      previous condition upon completion of the works.

              In
      any case, it is clarified and agreed that the Lessee shall not be entitled
      to any compensation in respect with inconvenience, loss of profit caused,
      if caused, as a result of the aforementioned works and repairs performed
      by the Lessor and/or the managing company, but shall be entitled to
      compensation in respect with actual damages to the leased property, to
      furniture and equipment.

            
	 
      	
              14.6

            	
              The
      violation of this clause consists a material breach of the rental
      agreement.

            
	
              15.

            	
              Additional
      Fees Applied to the Lessee

            
	 
      	
              15.1

            	
              The
      Lessee shall incur all the taxes and expenses due for the lease period,
      applied by force of its being the holder of the leased premises, as
      detailed above, whether these exist at present or shall be applied in
      future in respect with the lease period, and shall pay the related
      amounts, whether the demand for payment is addressed or not addressed to
      the Lessee, at the legal payment date and in the absence of such a date,
      immediately upon receipt of the demand from the Lessor in
      writing:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    - 14
-

     

    
      
        	 	
                15.1.1

              	
                Business
      taxes, municipal taxes (including rates), government taxes and any other
      tax resulting from holding the leased premises and/or from its lease
      and/or use thereof and/or management and/or operation of a business in the
      leased premises and any tax applied in respect with the lease and/or shall
      be applied to the Lessee of the property separately from its Lessor and/or
      owner, according to the custom. To remove any doubt, it is clarified that
      the Lessee shall also incur municipal rate payments, if applied, due for
      the parking spaces made available to the Lessee.

              
	 	
                15.1.2

              	
                All
      payments and other expenses due for the use of the leased premises and its
      maintenance, including supply of water, electricity, fuel, telephone, gas,
      etc.

              
	 	
                15.1.3

              	
                The
      Lessee shall also incur, in addition to the aforementioned, municipal rate
      taxes applied to the areas for common use of the project, according to its
      relative share in the areas for common use of the project, calculated
      according to the ratio between the area of the leased premises and the
      total sum of all areas leased and/or designated for leasing in the project
      (hereafter "The Relative Share of the Municipal Rates Payment"). To remove
      any doubt, it is clarified that the said payment for the relative share of
      the areas for common use are is included in the managing fees applied to
      the Lessee according to this agreement and the management agreement
      attached to this agreement.

              
	 	
                15.1.4

              	
                The
      Lessor is entitled to require the Lessee to enter an agreement with the
      Municipality of Jerusalem, so that the charges for municipal rates in
      respect with the leased premises (differentiated from the common areas)
      shall be delivered directly to the Lessee and the Lessee shall incur it
      directly and pay it on time.

              


      

    

    


    
      
        	 	
                15.2

              	
                The
      Lessor undertakes to incur the taxes applied in respect with the leased
      premises and which the Lessee is not obliged to incur, as detailed in
      clause 15.1 above and in this agreement in general and shall pay them on
      the due date.

              
	 	
                15.3

              	
                The
      Lessee, together with all other tenants in the project shall also incur
      all the expenses related to the management and performance of all services
      in the project in general, in accordance with the provisions of the
      management agreement, Annex B to this agreement, which the Lessee shall
      sign. To remove any doubt, it is clarified that the said payment for the
      relative share of the expenses is include in the managing fees applied to
      the Lessee in accordance with this agreement and the management agreement
      attached as Annex B to this agreement.

              
	 	
                15.4

              	
                The
      Lessee undertakes to present to the Lessor, from time to time, upon the
      Lessor's request, all the receipts and/or certificates proving that the
      Lessee did pay on time all payments applied to it pursuant to this
      agreement.

              


      

    

    
       

      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 15
-

     

    
      	
              16.

            	
              Payment
      of the Lessor Instead of the Lessee

            
	 
      	
              The
      Lessor is entitled to pay, for any reason, any payment, which applies to
      the Lessee according to the provisions of this agreement, pursuant to
      issuing an advance notice of 10 days and in this case the Lessee shall be
      required to refund the Lessor for any amount it paid as aforementioned,
      immediately upon the Lessor's first demand. Invoices of the Lessor on the
      matter of the said payment shall consist proof of correctness
      thereof.

               

            
	
              17.

            	
              Payment
      Arrear

            
	 
      	
              17.1

            	
              In
      the event that the payment arrear of the Lessee exceeds 10 days for any
      amount due to the Lessor and/or the managing company according to this
      agreement, the Lessee shall pay the Lessor and/or the managing company, as
      the case may be, linkage differences to the dollar and also arrears
      interest on the amount in arrear, at the rate charged by Bank Ha'Poalim
      Ltd., for unapproved overdraft in a current loan account plus 0.1% per
      month. The interest shall be calculated for the period from the date on
      which the Lessee had to pay the amount in arrear and up to the actual
      payment date. Nevertheless, payment arrear out of the control of the
      Lessee (e.g., bank strikes, etc.) shall not be regarded as arrear and the
      said arrears interest shall not be calculated for it.

            
	 
      	
              17.2

            	
              In
      the event that the payment arrear relates to an amount paid by the Lessor
      and/or the managing company instead of the Lessee, which the Lessee should
      have paid to that third party, the aforementioned interest shall be
      calculated for the period from the date on which the Lessor and/or the
      managing company paid the amount in arrear to the third party and up to
      the actual payment date by the Lessee. In the event that the Lessor and/or
      the managing company paid interest or an arrear fine due to the payment
      arrear of the Lessee, the interest and/or the arrear fine shall be
      regarded as part of the principal of the debt which the Lessee must repay
      to the Lessor and/or the managing company, as the case may
    be.

            
	 
      	
              17.3

            	
              In
      the event that the Lessee was in payment arrear of any amount due to the
      Lessor and/or the managing company in accordance with this agreement, any
      amount paid by the Lessee shall be charged first on account of the
      interest, then on account of linkage differences and finally on account of
      the principal. In the event that the collection of the said amount was
      performed through legal proceedings and involved expenses and/or attorney
      fees charged to the Lessor and/or the managing company, any amount paid
      shall be charged first on account of expenses and/or attorney fees and
      then according to the aforementioned order.

            
	 
      	
              17.4

            	
              Payment
      of the interest pursuant to the provisions of this agreement does not
      derogate the right of the Lessor and/or the managing company to any other
      relief provided by this agreement and/or by any law, including, and
      without derogating the generality of the aforementioned, eviction of the
      leased premises and any other relief resulting from the breach of the
      agreement by non-payment; receipt of the aforementioned interest shall not
      be construed as a waiver on the part of the Lessor and/or the managing
      company of any other relief and/or any effect on any right granted to them
      by the agreement and/or any law.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 16
-

     

    
      
        	 	
                17.5

              	
                Repeat
      and/ or accrued arrear which does not arise from an act or a default of
      the Lessee, that exceeds 10 (ten) business days, of any payment which the
      Lessee must pay to the Lessor and/or the managing company pursuant to this
      agreement shall be regarded as a material breach of this agreement, which
      provides the Lessor with all the reliefs granted to it by this agreement
      and by any law related to a material breach of the
    agreement.

              


      

    

    


    
      	
              18.

            	
              Prohibited
      Transfer of Rights by the Lessee

            
	 
      	
              18.1

            	
              The
      Lessee undertakes hereby that it shall not endorse or transfer or give or
      sell or rent (including sub-letting) or lease or pledge its rights
      pursuant to this agreement, all or part thereof, to another or to others,
      in any way, and shall not endorse or transfer or give or rent or lease the
      leased premises, all or part thereof to another or to others, in any
      way.

            
	 
      	
              18.2

            	
              The
      Lessee undertakes hereby that it shall not add as partner another or
      others in the lease and/or the holding and/or the operation and/or the
      management of the leased premises and shall not grant any person or
      organization possession and/or permission to use the leased premises or
      any part thereof, either as a permission holder against a reward or
      without a reward, or in any other way. Nevertheless, the Lessee is
      entitled to lease part of the leased premises (hereafter "Sub-Leased
      Premises") in a sub-lease to one sub-lessee, after receiving the written
      advance consent of the Lessor and the Lessor shall not deny its consent,
      unless based on reasonable grounds and subject to the fact that the Lessee
      shall undertake to fulfill all the following
conditions:

            
	 
      	 
      	
              18.2.1

            	
              The
      Lessee shall continue to warrant fulfillment of all its obligations
      related to the sub-leased premises to the Lessor and to the managing
      company, including commitments to pay rent and other payments and the
      securities provided by the Lessee pursuant to this agreement shall remain
      in force.

            
	 
      	 
      	
              18.2.2

            	
              The
      Lessee shall ensure that the sub-lessee will not make any changes in the
      sub-leased premises, except works approved in writing, in advance, by the
      Lessor. The Lessor shall not deny such an approval, unless based on
      reasonable grounds.

            
	 
      	 
      	
              18.2.3

            	
              The
      Lessee shall ensure that the sub-lessee vacates the sub-leased premises in
      the event that the Lessee must vacate the leased premises pursuant to the
      primary rental agreement.

            
	 
      	 
      	
              18.2.4

            	
              The
      Lessee shall ensure that the sub-lessee obtains and maintains all the
      insurance policies required from the Lessee in respect with the sub-leased
      premises pursuant to the primary rental agreement and that these insurance
      policies or certificates certifying such insurance shall be submitted to
      the Lessor at least 2 work days prior to the population of the sub-leased
      premises. The Lessor shall be included in all insurance policies as an
      additional beneficiary.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 17
-

     

    
      
        	 	 
      	
                18.2.5

              	
                That
      this agreement and also the management agreement shall be attached to the
      sub-rental agreement and the sub-lessee will undertake in writing to
      fulfill all the obligations applied to the Lessee, with changes required
      by drawing the sub-rental agreement and without derogating the
      aforementioned, that the sub-lessee shall undertake to vacate the
      sub-leased premises whenever the Lessee vacates the leased premises and/or
      will be required to vacate it.

              
	 	
                18.3

              	
                The
      Lessee hereby undertakes that it shall not pledge its rights pursuant to
      this agreement, shall not register its rights pursuant to this agreement
      or in relation to it in the Land Registration office and/or the registrar
      of pledges or in any other way, including registration of a caveat and/or
      a pledge in relation to the aforementioned
  rights.

              


      

    

    


    
      	
              19.

            	
              Insurance
      Policies of the Lessee

            
	 
      	
              19.1

            	
              Insurance
      of Works

              Insurance
      of the Lessee's works, if and as far as the Lessee shall wish to perform
      works in the leased premises not through the Lessor and/or the managing
      company (hereafter in this section, these works are defined as "The Works"
      or the "Contracting Works"), shall be made in the name of the Lessee, the
      contractors and the sub-contractors (hereafter "The Insured") and shall
      include the following insurance chapters, in the version of a policy for
      contracting works that shall not be less than such insurance conditions or
      equivalent in this type of policy:

            
	 
      	 
      	
              19.1.1

            	
              Chapter 1 - Contracting
      Works insurance, insuring the full value of all the works performed by the
      Lessee and also investments, installation of equipment and contents or any
      type, consisting an integral part of the project's works, renovations,
      changes and additions made in the leased premises; against loss and/or
      damage during the construction, installation and commissioning. The
      chapter shall include an explicit expansion applied to the property in
      which the work is performed and/or adjacent property, in a limit of
      responsibility at the rate of 25% of the value of the insured works per
      case and accumulated for the insurance period.

            
	 
      	 
      	
              19.1.2

            	
              Chapter 2 - third party
      liability insurance, for the legal liability of the insured to damage to
      property and/or bodily injury to a third party, resulting from performance
      of the aforementioned works and a limit of responsibility that shall not
      exceed ten times the insurance amount specified in chapter 1 above, or
      $1,000,000 (one million US$) per case and to the total of the insurance
      period, according to the lowest, where the insurance does not limit
      liability related to fire, explosion, flood, panic, lifting, devices,
      off-loading and loading, faulty sanitary installations, poisoning,
      vibrations, removal or weakening of a buttress or a support in a limit of
      responsibility of $100,000 per event and accumulated for the insurance
      period, a strike and a lockout, liability to or in respect with
      sub-contractors and their employees and also recourse claims by the
      National Insurance Institute.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 18
-

     

    
      
        	 	 
      	 
      	
                This
      chapter shall contain a cross liability clause, stipulating that the
      insurance shall be considered as if made separately for each individual of
      the insured.

              
	 	 
      	
                19.1.3

              	
                Chapter 3 - employer's
      liability insurance, in respect with the liability of the insured
      according to the Torts Law (new version) and/or the Defective Products
      Liability - 1980, towards all those employed in performing the works in a
      limit of responsibility of $5,000,000 per injured, case and the whole
      insurance period. This chapter shall not include any limit applied to work
      hours, contractors, sub-contractors and their employees and legal youth
      employment.

              
	 	
                19.2

              	
                The
      Lessee undertake to submit to the Lessor, without any request or
      additional appeal from the Lessor, no later than seven days prior to the
      works starting date in the leased premises, a certificate on insuring the
      works under construction in accordance with the version of Certificate of
      Insurance for Contractors Work, attached to this agreement and marked as
      Annex E to this
      agreement, consisting an integral part thereof, legally signed by the
      insurer. The Lessee declares that it knows that the submission of the
      aforementioned certificate of insurance is a preliminary suspending
      condition for performing works in the leased premises and/or works
      commencing date in the leased premises; and the Lessor is entitled to
      prevent the Lessee from performing works in the leased premises and/or
      delay the works commencing date in the leased premises in the event that
      the said certificate will not be submitted to the Lessor by the Lessee
      prior to the aforementioned date.

              
	 	
                19.3

              	
                Insurance
      of the Leased Premises

                Without
      derogating the responsibility of the Lessee according to any law and/or
      pursuant to the stipulations of this agreement, the Lessee undertake to
      obtain, persist and maintain the following insurance policies (called
      hereafter "Insurance of Leased premises") at its expense, in a legally
      authorized, known insurance company, throughout the duration of this
      agreement prior to handing the possession of the leased premises or prior
      to the date of placing any property in the leased premises (except
      property included in the insured works pursuant to clause 19.1
      above);

              
	 	 
      	
                19.3.1

              	
                Insurance
      of property owned and/or under the responsibility and/or held by the
      Lessee, including the contents of the leased premises located inside
      and/or outside the leased premises in the perimeter of the project and
      also any change, improvement, renovation and addition to the leased
      premises performed by the Lessee, furniture, equipment, installations and
      inventories of any kind and type, in full replacement value thereof and or
      reinstatement of the property with new property, against loss or damage
      due to fire, smoke, lightening, explosion, earthquake, riots, strikes,
      malicious damages, storm, tempest, flood, fluids and splitting damages,
      impact damages, aircraft damage and burglary (hereafter "Expanded Fire
      Risks").

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 19
-

     

    
      
        	 	 
      	 
      	
                The
      Lessee undertakes to update the insurance amounts for insurance made
      pursuant to this clause from time to time, to reflect the updated value of
      the property.

              
	 	 
      	
                19.3.2

              	
                Insuring
      the legal liability to the Lessee towards a third party for any loss or
      damage caused to the body and/or property of any person and/or a legal
      entity and without derogating the generality of the aforementioned,
      including loss or damage to the Lessor, to the managing company, to
      employees, lessees, owners and other tenants in the project, in a limit of
      responsibility of $1,000,000 (one million US$) per event and accumulated
      for the insurance period. This insurance shall not be subject to any limit
      of liability related to fire, explosion, flood, panic, lifting devices,
      elevators, off-loading and loading, faulty sanitary installations,
      poisoning, strike and lockout and also claims by the National Insurance
      Institute; the insurance shall be expanded to indemnify the Lessor and/or
      the managing company in a limit of responsibility of $100,000 per event
      and accumulated for the insurance period, for bodily injury only and also
      in respect with acts or defaults of the Lessee, all subject to a cross
      liability clause, stipulating that the insurance shall be considered as if
      made separately for each individual of the insured. To remove any doubt,
      the policy shall be expanded to include cover in respect with property
      under construction and/or destruction, as detailed in the relevant
      insurance version.

              
	 	 
      	
                19.3.3

              	
                Employer's liability
      insurance, in respect with the liability of the Lessee according to
      the Torts Law (new version) and/or the Defective Products Liability -
      1980, towards all those employed in performing the works in a limit of
      responsibility of $5,000,000 case and accumulated for the whole insurance
      period. This chapter shall not include any limit applied to work hours,
      contractors, sub-contractors and their employees, baits and poisons and
      also legal youth employment. The insurance shall be expanded to indemnify
      the Lessor and/or the managing company  in the event of a work
      accident they will be considered as the employers of any of the Lessee's
      employees.

              
	 	
                19.4

              	
                Insurance
      of the Leased Premises (including insurance of the Lessee's works in
      accordance with the aforementioned stipulations of this agreement) shall
      include an explicit condition stating that it precedes any insurance made
      by the Lessor and or the managing company and that the insurer waivers any
      demand to join the insurance policies of the Lessor and/or the managing
      company and the insurer also waivers the right of subrogation against the
      Lessor, the managing company, managers, their employees acting on their
      behalf, except against any person who caused damage
      maliciously.

                The
      insurer shall undertake that it shall not reduce and/or cancel the
      policies, unless a written notice, delivered by registered mail is sent to
      the Lessor, at least 60 days in
advance.

              


      

    

    
       

      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 20
-

     

    
      
        	 	
                19.5

              	
                The
      parties declare that none of the parties shall have any allegation and/or
      demand and/or claim against the other party in respect with damage that
      entitles them to indemnification or that they would have been entitled to
      indemnification therefrom, if it were not for the deductible specified in
      the policy of each of the parties, according to the said insurance
      policies obtained by the parties, and they hereby exempt each other, their
      managers and employees, from any liability to the said
    damage.

              
	 	
                19.6

              	
                The
      Lessee undertakes to submit to the Lessor, without any additional demand
      from the Lessor, no later than 14 days prior to handing possession and as
      a preliminary condition for receiving possession, a certificate on
      insuring the leased premises in accordance with the version of Leased
      Premises Insurance certificate, attached to this agreement and marked as
      Annex F [please
      send annexes] to this agreement, consisting an integral part thereof,
      legally signed by the insurer.

              
	 	
                19.7

              	
                To
      remove any doubt, it is clarified that failure to submit the
      aforementioned insurance certificate on time shall not affect the
      obligations of the Lessee pursuant to this agreement, including and
      without derogating the generality of the aforesaid, any payment liability
      applied to the Lessee and the Lessee undertakes to fulfill all its
      obligations pursuant to this agreement even if it is prevented from
      performing works and/or from receipt of the possession of the leased
      premises due to failure to present the certificates on
    time.

              
	 	
                19.8

              	
                The
      Lessee undertakes to fulfill the conditions of the policies, pay the
      insurance premiums and renew the leased premises insurance policies from
      time to time as needed, to ensure valid insurance throughout the lease
      period.

              
	 	
                19.9

              	
                The
      Lessee undertakes to submit to the Lessor, no later than seven days prior
      to the end of the insurance period of the leased premises, an insurance
      certificate in accordance with the provisions of Annex E on the extension
      of the insurance policies for an additional year or up to the end of the
      lease period, according to the earliest. The Lessee undertakes to
      repeatedly present the insurance certificate at the specified dates for
      every insurance year and as long as this agreement is
    valid.

              
	 	
                19.10

              	
                The
      Lessor is entitled to review the aforementioned insurance certificates
      provided by the Lessee and the Lessee undertakes to enter any change or
      amendment required to adapt it to the obligations of the Lessee. The
      Lessee declares and warrants that the Lessor's right of inspection related
      to insurance certificates and its right to require the aforementioned
      amendment of the insurance, does not require the Lessor or any party
      acting on its behalf to assume any obligation and any responsibility for
      reviewing the aforementioned insurance certificates and insurance
      policies, nature, volume, validity or absence and it does not derogate any
      obligation required from the Lessee pursuant to this agreement. At the
      request of the Lessee, the Lessor shall allow the Lessee to study copies
      of insurance policies made by the Lessor, as detailed in clause 20
      below.

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 21
-

     

    
      
        	 	
                19.11

              	
                Any
      additional insurance made, if made, by the parties, at their discretion,
      shall include a subrogation waiver clause towards each other and their
      managers, employees and representatives and all other aforementioned
      provisions on insurance shall apply with the required
      amendments.

              
	 	
                19.12

              	
                The
      parties undertake, throughout the lease period, to fulfill all the
      requirements and provisions of the National Insurance law and all orders
      and regulations regulates according to it, in a way that all their
      employees and delegates, including incidental or temporary employees,
      shall be entitled to all rights provided by this law and its related
      provisions, at any time and throughout the period of this
      agreement.

              
	 	
                19.13

              	
                To
      remove any doubt, it is clarified that in the event that handing
      possession of the leased premises to the Lessee is delayed, due to the
      Lessee's failure to fulfill the provisions of the agreement, including
      provisions relating to different insurance policies, the delay shall not
      exempt the Lessee from all its obligations pursuant to this agreement
      according to any law, as if the possession was handed on
    time.

              
	 	
                19.14

              	
                The
      Lessee undertakes that in the event that the Lessor and/or the managing
      company and/or any other stake holders in the project are charged with
      additional insurance premiums related to the leased premised and/or the
      project, resulting from actions and/or defaults of the Lessee or anyone
      acting on its behalf, the Lessee shall pay the Lessor and/or the managing
      company and/or others, as the case may be, the said addition, immediately
      upon their first demand.

              
	 	
                19.15

              	
                The
      violation of any provision of the provisions of this clause consists a
      material breach of the
agreement.

              


      

    

    


    
      	
              20.

            	
              Insurance
      Policies of the Lessor

            
	 
      	
              20.1

            	
              The
      Lessor undertakes, on its own or through the managing company, to obtain
      and maintain the following insurance policies (hereafter "Insurance of the
      Project") in a legally authorized, known insurance company, throughout the
      duration of the lease:

            
	 
      	 
      	
              20.1.1

            	
              Insurance
      of the building of the project and all its systems and attached and all
      contents owned by and/or under the responsibility of the Lessor, except
      any change, improvement, renovation and addition to the leased premises,
      made and/or will be made by the Lessees and/or in their behalf which are
      not performed by the Lessor and/or the managing company and/or their
      representatives, at replacement value, against loss or damage due to
      expanded fire risk and any other risk required at the discretion of the
      Lessor.

            
	 
      	 
      	
              20.1.2

            	
              Loss
      of rent and/or managing fees insurance due to damage caused to the leased
      premises or destruction of the leased premises and/or prevented access to
      and/or from the premises due to expanded "fire risk", except burglary
      risks.

              The
      Lessee shall be exempt from paying rent and/or managing fees in those
      cases for the duration of that period and at the same entitlement rate of
      the Lessor and the managing company
to

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 22
-

     

    
      
        	 	 
      	
                payment
      of the rent and the management fees according to the said insurance or
      would have been entitled were in not for the deductible stipulated in the
      policy. It is also declared hereby that this clause is null and void in
      the event that the cause for non-payment is failure to fulfill the
      conditions of the policy.

              
	 	
                20.1.3

              	
                Third
      party liability insurance, resulting from the ownership of the project and
      from the maintenance of the project, including its adjacent public areas
      for any damage to property and/or bodily injury to any person and/or legal
      entity and without derogating the generality of the aforementioned,
      including injury or damage to the other lessees and tenants in the
      building and the guests of the project at a limit of responsibility that
      shall not be less than $1,000,000 (one million US$) per event. This
      insurance shall not be subject to any limit of liability related to fire,
      explosion, flood, panic, lifting devices, elevators, off-loading and
      loading, faulty sanitary installations, poisoning, strike and lockout and
      also claims by the National Insurance Institute.

              
	 	
                20.1.4

              	
                Employer's
      liability insurance, in respect with the liability of the Lessor and the
      managing company towards all those employed by them in a limit of
      responsibility of no less than $5,000,000 per case, claimant and
      accumulated for the whole insurance period. This insurance shall not
      include any limit applied to work hours, contractors, sub-contractors and
      their employees, baits and poisons and also legal youth employment. The
      insurance shall be expanded to indemnify the Lessee in the event of a work
      accident it will be considered as the employer of any of the employees of
      the Lessor and/or the managing company.

              
	 	
                20.1.5

              	
                The
      insurance policies of the project shall include a subrogation waiver
      clause by the insurer against the Lessee, its managers, employees and
      representatives except against any person who caused damage
      maliciously.

                To
      remove any doubt, it is hereby agreed that in any case that the insurance
      event is related to the actions of the Lessee and/or its employees and/or
      its representative and/or possession of the leased premises it shall cause
      payment of the deductible fees incurred by the Lessor or the managing
      company and/or other tenants, than the Lessee shall incur the deductible
      fees, as determined by the Lessor.

                The
      insurance policies of the Lessor and the managing company shall include a
      clause of a waiver of the right of subrogation against the Lessee, its
      managers, employees and those acting on their behalf, except against any
      person who caused damage maliciously.

                The
      insurer shall undertake that it shall not reduce and/or cancel the
      policies, unless a written notice, delivered by registered mail is sent to
      the person in charge of insurance at the Lessor's company, at least 60
      days in advance.

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 23
-

     

    
      	 
      	
              The
      Lessee declares that it knows that it is obliged to pay a relative part of
      the insurance premium in respect with the insurance of the project and
      that this payment shall be collected by the managing company, as part of
      the project managing fees, as long as it is not decided otherwise by the
      Lessor.

            


    

    


    
      	
              21.

            	
              Deposit,
      Guarantees and Sureties

            
	 
      	
              21.1

            	
              Upon
      execution of this agreement, the Lessee shall pay the Lessor an amount
      equal to lease fees for three months with the addition of VAT, and with an
      amount equal to management fees for three months of lease with the
      addition of VAT, totaling to an amount of $10,448 plus VAT (hereafter "The
      Deposit"). The deposit shall be used to secure all payments and
      liabilities of the Lessee to the Lessor pursuant to this agreement and/or
      according to any law, including payments in respect with expenses incurred
      by the Lessor as a result of a breach of this agreement by the Lessee,
      compensations due from the Lessee to the Lessor, etc. The Lessor shall be
      entitled to use some or part of the deposit money, including foreclosing,
      offsetting and deducting from the deposit, amounts due to the Lessor from
      the Lessee, all in the event that at the absolute discretion of the
      Lessor, the Lessee shall violate one or more of the provisions of this
      agreement, this after the Lessor gave the Lessee a chance to correct the
      violation within 10 days from the demand of the Lessor.

            
	 
      	
              21.2

            	
              The
      Lessee is entitled to deposit with the Lessor a bank guarantee linked to
      the Dollar, instead of the deposit, at an equal amount to the amount of
      the deposit (hereafter "The Guarantee"). The guaranty shall be valid up to
      60 days after the end of the lease period and shall be subject to the
      provisions of clause 21.1 above, with the required
  changes.

            
	 
      	
              21.3

            	
              Immediately
      after completion of the final accounts settlement and fulfillment of all
      the obligations of the Lessee pursuant to this agreement, the deposit or
      the guaranty, as the case may be, shall be returned to the Lessee. In the
      event that the Lessee shall deposit a deposit, the deposit shall be
      returned with the addition of linkage to the CPI differences from its
      actual payment date to the Lessor and up to the payment date to the
      Lessee, all less any amount deducted from it in accordance with the rights
      of the Lessor, as detailed in this agreement and subject to the
      fulfillment of all the obligations of the Lessee pursuant to this
      agreement. In the event that the Lessee shall deposit a bank guarantee and
      the guarantee shall be exercised, the Lessor shall return to the Lessee
      the amount of the exercised guarantee less any amount deducted from it in
      accordance with the provisions of this agreement and with the addition of
      linkage to the CPI differences from receipt of the money forfeiture date
      up to the payment date to the Lessee.

            
	 
      	
              21.4

            	
              The
      Lessee declares and warrants that the provision of the deposits and/or the
      guarantees pursuant to this agreement and to forfeiture thereof by the
      Lessor and/or the managing company does not consist a waiver and/or
      impairment of any right of the Lessor and/or the
  managing

            


    

    
       

      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 24
-

     

    
      	 
      	
              company,
      including, without derogation of the generality of the aforementioned, to
      any other relief granted to them by this agreement or according to any
      law.

            


    

    


    
      	
              22.

            	
              Changes
      in and Additions to the Leased Premises by the Lessee

            
	 
      	
              22.1

            	
              The
      Lessee declares that is knows that the Lessor is entitled to perform any
      change or repair or addition to the project at its sole and absolute
      discretion and as it deems fit from time to time, without requiring the
      consent of the Lessee, provided that this does not cause unreasonable
      disruption to the management of the leased premises according to the
      purpose of the lease, under the circumstances.

            
	 
      	
              22.2

            	
              The
      Lessee declares that it has no rights in the roof of the leased premises
      and in any other area which is not part of the leased premises and that
      the Lessor is entitled, at its sole and absolute discretion, to add and/or
      build a floor and/or floors above and/or beneath the leased premises and
      the project and/or increase areas in the project and/or perform any
      construction and/or changes and/or addition works (hereafter "The Added
      Areas") and also use of the added areas, without any limitation and
      without requiring any consent of the Lessee, provided that this does not
      cause unreasonable disruption to the management of the leased premises
      according to the purpose of the lease, under the circumstances. The Lessor
      shall be entitled to lease, sell, endorse and initiate any other action in
      the added areas of the project and the Lessee undertakes to enable the
      Lessor to conduct all the aforementioned actions, cooperate with the
      Lessor as much as needed and avoid any disruption to the Lessor in any
      way. The Lessor undertakes to perform all the said actions in a way that
      shall not cause unreasonable disruption to the management of the leased
      premises according to the purpose of the lease, under the
      circumstances.

              Subject
      to the aforementioned agreements, the Lessee shall not have any complaint
      or claim against the Lessor in respect with the added areas and any action
      taken by the Lessor as aforementioned in relation to the added areas,
      unless these caused damage to the leased premises and to its contents and
      up to the total amount of these
damages.

            


    

    


    
      	
              23.

            	
              Responsibility
      and Indemnification

            
	 
      	
              23.1

            	
              The
      Lessor and/or the managing company and whoever acts in their name or on
      their behalf shall not be responsible, in any way, to any damage and/or
      expense incurred by the Lessee and/or whoever acts on its behalf and/or to
      its business and/or to its property, including, and without derogating the
      generality of the provision, damage or loss caused by the entry of the
      Lessor and/or the managing company or whoever acts on their behalf to the
      leased premises for a purpose of the purposes detailed in this agreement,
      unless the damage is caused due to the negligence of the Lessor or the
      managing company or their employees towards the Lessee.

            
	 
      	
              23.2

            	
              To
      remove any doubt and without derogating the aforementioned in clause 23.1
      above, it is clarified that the Lessor and/or the managing company and
      whoever acts in their name or on their behalf shall
  not

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 25
-

     

    
      
        	 	 
      	
                assume
      any responsibility and/or any liability for any body injury and/or loss
      and/or damage to property of any kind, incurred by the Lessee and/or its
      employees and/or whoever acts on its behalf, including, and without
      derogating the generality of the provision, by employees, agents,
      contractors, clients, visitors and/or any other person present at the
      leased premises or in another area held by the Lessee or the Lessor,
      except under circumstances detailed in clause 23.1
  above.

              
	 	
                23.3

              	
                The
      Lessee alone shall assume responsibility for all loss and/or damage and/or
      expense caused to the leased premises and/or the project and/or to the
      contents thereof and/or to any person and/or corporation and/or the Lessor
      and/or the managing company and/or to whoever acts on their behalf and/or
      to any third party, resulting from the operation of the business of the
      Lessee in the leased premises and/or from its possession of and/or use of
      the leased premises and/or from leasing it and/or by any action or default
      of the Lessee or whoever acts on its behalf.

              
	 	
                23.4

              	
                The
      Lessee undertakes to compensate and/or indemnify the Lessor and/or the
      managing company in respect with any damage and/or expense they are
      committed to pay or forced to pay or paid in respect with any damage
      and/or expense for which the Lessee is responsible pursuant to the
      provisions of this agreement.

              
	 	
                23.5

              	
                The
      Lessee undertakes to compensate and/or indemnify the Lessor and/or the
      managing company in respect with any damage and/or expense they incur in
      respect with a claim filed against them, a civil case or a criminal action
      and due to the need to set a defense against such claims, insofar as this
      claim results from the failure of the Lessee to fulfill its commitment
      pursuant to this agreement or violation of the said commitment, including
      any claim for damages or expenses for which the Lessee assumes
      responsibility pursuant to the provisions of this agreement. The Lessor
      shall update the Lessee soon after receiving notice of a such a claim
      filed against it.

              


      

    

    


    
      	
              24.

            	
              Lien
      or Pledge by the Lessor and/or the Managing Company

            
	 
      	
              24.1

            	
              The
      Lessor or the managing company are entitled to pledge and/or lien and/or
      endorse and/or sell and/or rent and/or lease and/or transfer this
      agreement, all or part thereof and/or their rights according to it, all or
      part thereof, to another or to others, in any way that the Lessor and/or
      the managing company shall deem fit at their sole and absolute discretion
      without requiring the consent of the Lessee, provided that the rights of
      the Lessee in accordance with this agreement shall not be
      impaired.

            
	 
      	
              24.2

            	
              The
      Lessee undertakes to assume and fulfill all the provisions of this
      agreement towards whoever replaces the Lessor and/or the managing company,
      if replaced, and the aforementioned pledge, lien, endorsement, sale, rent,
      lease or transfer do not and shall not impair the rights of the Lessee in
      accordance with this agreement, or to add to its commitments pursuant to
      this agreement.

            
	 
      	
              24.3

            	
              The
      Lessor and/or the managing company are entitled to pledge and/or lien
      and/or transfer and/or endorse and/or sell and/or lease and/or rent their
      rights in the project and/or in the parking lots, all or part
      thereof

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 26
-

     

    
      
        	 	 
      	
                and/or
      dispose of them in any other way and also add as a partner any other party
      or entity in the management and/or the ownership of the project as they
      deem fit and at their sole and absolute discretion without requiring the
      consent of the Lessee, provided that the rights of the Lessee in
      accordance with this agreement shall not be impaired.

              
	 	
                24.4

              	
                The
      Lessee undertakes to accept any action that the Lessor and/or the managing
      company shall perform according to clauses 24.1 and 24.3 above, if
      any.

              


      

    

    


    
      	
              25.

            	
              Vacating
      the Leased Premises

            
	 
      	
              25.1

            	
              The
      Lessee undertakes that immediately at the end of the lease period, or upon
      cancellation of this agreement for any reason whatsoever, according to the
      earliest (hereafter "Leased Premises Vacating Date"), it shall vacate the
      leased premises and hand the possession thereof to the Lessor, where the
      leased premises are free of any person and object which does not belong to
      the Lessor, in a good, clean and functional condition as received, subject
      to natural reasonable wear. The leased premises shall be handed to the
      Lessor with any renovation, improvement, addition, change, repair of
      installation permanently attached to the leased premises (except telephone
      lines installed by the Lessee and at its expense) which shall become the
      property of the Lessor, all even if these were installed and/or added by
      the Lessee and at its expense, unless the Lessor demanded that the Lessee
      shall vacate the said installation and addition from the leased premises,
      all or part thereof, where the Lessee is committed to perform this demand
      at its expense and revert the leased premises to its previous condition in
      full or partially, all according to the instructions of the Lessor. It is
      hereby clarified that the Lessee is entitled to remove from the leased
      premises any equipment that is not permanently attached to the
      premises.

              To
      remove any doubt, it is clarified that any object and/or equipment and/or
      accessories and/or inventory which are not the property of the Lessor
      pursuant to this agreement which are left behind in the leased premises
      after the Lessee vacates it, shall become the property of the Lessor after
      the premises are vacated and the Lessee waivers any complaint and/or
      demand and/or claim in their respect.

            
	 
      	
              25.2

            	
              The
      Lessee undertakes that in the event that it does not vacate the leased
      premises in accordance with the provision of this clause above, it shall
      pay the Lessor for the period from the leased premises vacating date and
      the actual vacating date an amount that equals the double rent, for every
      month or any part thereof, according to a daily calculation. The Lessee
      declares that this amount was determined and agreed upon between the
      parties as the fixed damages, agreed upon in advance evaluated by the
      parties with discretion and in advance as the reasonable damages incurred
      by the Lessor due to failure to vacate the leased premises on the leased
      premises vacating date.

              To
      remove any doubt, the Lessee declares that nothing in this clause can
      affect any right of the Lessor, including and without derogating the
      generality of the provision, the right of the Lessor to exercise sureties
      it received and the right of the Lessor to demand fulfillment of all
      the

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 27
-

     

    
      
        	 	 
      	
                obligations
      of the Lessee pursuant to this agreement and no payment in accordance with
      this clause releases the Lessee for the obligation to vacate the leased
      premises.

              
	 	
                25.3

              	
                The
      Lessee declares and undertakes that in the event that it does not vacate
      the leased premises in accordance with the provision of this clause above,
      then the Lessor and/or the managing company shall be entitled, in addition
      to reliefs available to them pursuant to the agreement and according to
      any law, to demand from the Lessee all the amounts, payments, taxes,
      liabilities, appropriate usage fees, expenses, losses and any other
      payment for the period from the leased premises vacating date to the
      actual vacating date, as if the lease period continued, all without
      derogating the obligation of the Lessee to vacate the leased
      premises.

              
	 	
                25.4

              	
                To
      remove any doubt, the Lessee declares that payment and/or receipt of
      appropriate usage fees and/or payments in accordance with this clause do
      not create leasing relations between the parties for the period after the
      leased premises vacating date.

              
	 	
                25.5

              	
                The
      Lessee declares that in the event that it does not vacate the leased
      premises on its own on the leased premises vacating date, the Lessor
      and/or whoever acts on its behalf are entitled to enter the leased
      premises and evict from it any person and object belonging or related to
      the Lessee and/or serve it for its business, all according to the sole
      absolute discretion of the Lessor.

              
	 	
                25.6

              	
                The
      Lessor shall be entitled to perform the eviction is during 30 days prior
      to the eviction of the Lessee, if the Lessee did not operate business in
      the leased premises and did not pay rent during those 30 days and also did
      not respond to notices sent to it within 10 days from the sending date. In
      such a case, the Lessor shall be entitled to employ reasonable force
      during the eviction, if needed and shall be entitled to handle the
      property and equipment in the premises at its sole and absolute
      discretion. The Lessor shall be entitled to vacate the property and
      equipment to any place it deems fit and in such case, the Lessee shall be
      charged with transportation fees, rent and storage, determined by the
      Lessor at its sole and absolute discretion and the Lessee waivers in
      advance any complaint about the total amount determined by the
      Lessor.

              


      

    

    


    
      	
              26.

            	
              Final
      Settlement of the Accounts

            
	 
      	
              26.1

            	
              At
      the end of the lease period or at the end of the additional lease period,
      or upon cancellation of this agreement, for any reason, the Lessor and the
      Lessee shall conduct a final settlement of the accounts (hereafter "Final
      Accounts Settlement").

            
	 
      	
              26.2

            	
              For
      the final accounts settlement, the Lessee shall present to the Lessor, a
      certificate from every municipal and/or government and/or other authority
      and/or any other party to which the Lessee was obliged by this agreement
      to pay different payments, directly or indirectly, proving that as of the
      certificate date, the Lessee paid off all the payments for the lease
      period, including principal and/or interest and/or linkage differences
      and/or fines and/or any other debt for the said
  period.

            


    

    
       

      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 28
-

     

    
      
        	 	
                26.3

              	
                A
      condition for conducting a final accounts settlement and/or any other
      payment by the Lessor afterwards, if any payment is due to the Lessee, is
      vacating the leased premises on the leased premises vacating date by the
      Lessee.

              
	 	
                26.4

              	
                The
      parties shall act to complete the final accounts settlement no later than
      90 (ninety) days from the aforementioned dates in this
    clause.

              


      

    

    


    
      	
              27.

            	
              Remedies
      of the Lessor for Violation of the Agreement by the
  Lessee

            
	 
      	
              27.1

            	
              The
      parties declare that nothing in the provisions of this agreement shall
      exhaust all the rights and remedies of the parties and/or the managing
      company in respect with violation of the agreement by any of the parties
      and this agreement does not impair or derogate any right or remedy granted
      to the parties by this agreement and by any law.

            
	 
      	
              27.2

            	
              The
      parties undertake that in the event that any party violates all or part of
      this agreement or any provision of its provisions and shall not correct
      the violation within a reasonable time, indicated in the warning it
      receives from the other party and/or if it breaches the agreement through
      a material breach and does not correct the violation within 10 days from
      the date on which it was require to correct it by the other party, the
      other party shall be entitled to cancel the agreement. In the event that
      the Lessee is the violator and the Lessor cancels the agreement, the
      Lessee shall be required to vacate the premises within additional 14 days,
      or on the date determined by the Lessor, if determined, without impairing
      any right or other relief of the Lessor pursuant to this agreement and/or
      according to any law.

            
	 
      	
              27.3

            	
              In
      any event where the Lessor shall be entitled to cancel the agreement,
      either by force of the stipulations of the agreement or by force of any
      law and conditions that enable the Lessor to vacate the leased premises,
      detailed in clause 25.6 above, materialize, the Lessor shall be entitled
      to immediately disconnect the leased premises from the telephone and/or
      the communication network and/or the electricity and/or the water supply
      and/or the air conditioning system, etc., all in addition or instead of
      taking any other steps to which it is entitled by force of this agreement
      and by force of any law.

              The
      Lessee does not and will not have any complaint and/or demand and/or claim
      in respect with the disconnection and it waivers any of the aforementioned
      complaint and/or demand and/or claim.

            
	 
      	
              27.4

            	
              The
      Lessee declares that the Lessor shall be entitled to cancel this agreement
      even when a decision is made (hereafter "The Decision") to liquidate the
      Lessee or to appoint a liquidator, temporary or permanent receivers to the
      Lessee, or upon the issue of a receivership order, or liquidation or
      bankruptcy and/or freezing the proceedings against the Lessee, or when a
      warrant of attachment is issued against the assets of the Lessee, all or
      part thereof and the decision is not canceled within 20 (twenty) days from
      its issue date. The Lessee undertakes to cancel the decision within 20
      (twenty) days from its issue date. It is agreed that if the Lessee
      continues to pay the rent and fulfills all its other obligations pursuant
      to this agreement, than the 20 days period shall be replaced by a 90 days
      period.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 29
-

     

    
      	 
      	
              The
      aforementioned does not derogate the right of any of the parties to file a
      claim against the other in respect with an expected violation and also
      receive any relief derived from it.

            


    

    


    
      	
              28.

            	
              Remedies
      of the Lessee for Violation of the Agreement by the Lessor [Application of the Contracts
      Law (Remedies)]

               

              In
      any event that any of the parties violates its obligations pursuant to
      this agreement, all provisions and stipulations of the Contracts Law
      (remedies for contract violation) - 1970 shall apply to this
      violation.

            


    

    


    
      	
              29.

            	
              General

            
	 
      	
              29.1

            	
              All
      payments which the Lessee is required to pay the Lessor pursuant to this
      agreement, shall be paid by the Lessee to the Lessor at the office of the
      Lessor or at any other address in Israel, as the Lessor shall instruct the
      Lessee from time to time, no later than 11:00 am.

            
	 
      	
              29.2

            	
              Any
      delay and/or waiting and/or lack of response, inaction, or failure to take
      steps by the Lessor and/or by the Lessee and/or the managing company shall
      not be construed in any way as a waiver of any right of their rights
      pursuant to this agreement, including and without derogating the
      generality of the provision, regarding prolonged or additional violation
      of the other party, unless they explicitly waivers this right in
      writing.

            


    

    


    
      	
              30.

            	
              Arbitration
      and Jurisdiction

               

              It
      is agreed by the parties that the courts in Tel Aviv and in Jerusalem
      shall have exclusive authority to judge any claim related to this
      agreement.

              Upon
      consent of the parties, the parties shall take mediation/compromise
      proceedings prior to taking legal steps.

               

            
	
              31.

            	
              The
      Concise Agreed Upon Agreement and Amendments of the Agreement

               

              To
      remove any doubt, it is hereby agreed and clarified that any promise,
      understanding, presentation, publication, negotiation or other exchange
      between the parties or their representatives prior to the execution of
      this agreement do not apply and only this agreement, summarizes all the
      agreed upon between the parties and all the obligations of the parties in
      all matters related to the agreement. Moreover any later amendment of this
      agreement shall not apply, unless such an amendment is made in writing and
      signed by the managing company and the Lessor.

               

            
	
              32.

            	
              Addresses
      and Notices

            
	 
      	
              32.1

            	
              The
      addresses of the parties for the purpose of this agreement are as stated
      in the preamble to this agreement.

            
	 
      	
              32.2

            	
              The
      Lessee shall deliver a copy of any notice addressed to the Lessor to
      Zilberman - Lerner, Attorneys, 34 Derech Ben Gurion, Ramat Gan, 52573
      (fax: 03-7510490), or to another address notified by the Lessor or the
      attorneys.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 30
-

     

    
      
        	 	
                32.3

              	
                After
      the beginning of the lease period, the address of the Lessee for the
      purpose of the agreement shall be at the leased premises. In the event
      that the Lessor changes its address, it shall advise the Lessee about its
      new address and this address shall be used from then on as the address of
      the Lessor for the purpose of the agreement.

              
	 	
                32.4

              	
                Any
      notice sent by a party to another in accordance with or in relation to
      this agreement shall be posted by registered post or delivered by hand. A
      notice delivered by hand shall be regarded as received by the addressee on
      the actual delivery date; a notice posted by registered post at an Israeli
      post office, legally stamped, shall be considered as received by the
      addressee within 72 hours from the posting date at the post office; a
      notice transmitted by fax shall be considered as delivered upon its
      transmission, upon receiving a confirmation from the fax machine that the
      notice was properly
transmitted.

              


      

    

    


     

    And
in witness thereof, the parties entered their signatures:

     

    


    


    
      	
              ______________________

            	
              ________________________

            
	
              The
      Lessor

            	
              The
      Lessee

            


    

    


    Signature
Confirmation

    I the
undersigned, Edan Azrati, attorney, hereby certify that Mr. Amir Hasidim and Avi
Barak, known to me in person, entered this agreement on behalf of the Lessee and
their signature obliges the Lessee for all intents and purposes

    


    __________________

    Edan
Azrati, Attorney

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

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              Office

            	
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      area

            	 
      	
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      room

            	 
      	
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              Office

            
	 
      	 
      	
              Archive

            	 
      	
              Office

            


    

     

     

     

     

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 1
-

    Managing
Agreement

    Annex
B to Rental Agreement (unprotected) on November 12, 2006

    Made
and entered in Jerusalem, on November __, 2006

    


    
      	
              Between:

            	
              Mikdan
      Tech Management Ltd.,

              Company
      I.D. 513168963

              Of
      8 Hartum Street,

              Jerusalem

              (hereafter
      "The Managing Company") on one hand;

            
	
              and
      between:

            	
              BioCancell
      Therapeutics Ltd.,

              Company
      I.D. 513597856

              (hereafter
      "The
      Lessee")                                                                on
      the other hand;

            


    

    


    
      	
              Whereas

            	
              Beck
      Tech (Jerusalem) Ltd., built an exclusive building for High Tech
      industries and offices on an area of approximately 20,000 m2
      and parking lots over an area of approximately 19,000 m2,
      in plot No. 16, according to a detailed plan No. 3760; and in plots No. 3
      and 4 according to detailed plan No. 3760a and in registered block 30241,
      plots 31 (part thereof), 40 (part thereof) and in registered block 30243,
      plots 22 (part thereof), 23 (part thereof), 24 (part thereof) in 8, Hartum
      Street, Har Hahotzvim, Jerusalem (hereafter "The Land") ("The Project" as
      defined below);

            
	
              and
      whereas

            	
              The
      Lessee entered a rental agreement with Beck Tech (Jerusalem) Ltd., ("The
      Lessor" as defined below) to lease the leased premises, located in the
      project from the Lessor ("Rental Agreement" and "Leased Premises", as
      defined below);

            
	
              and
      whereas

            	
              Management
      and performance of the services in the project ("The Services", as defined
      below) are complex and require a trained, organizing and executing hand
      that shall provide uniform conduct rules and a central management regime,
      as required in a building of industry and offices of the type of the
      project, the subject of this agreement;

            
	
              and
      whereas

            	
              The
      management company undertook the management and performance of all the
      services in the project and shall perform this task exclusively, on its
      own and/or through other persons and/or parties, pursuant to the
      provisions of this agreement;

            
	
              and
      whereas

            	
              The
      Lessee consents that the said management and performance of the services
      shall be performed by the managing company, pursuant to the provisions of
      this agreement;

            
	
              and
      whereas

            	
              The
      parties wish to regulate in this agreement, which is the management
      agreement mentioned in the lease agreement, the mutual obligations and
      rights of the parties on all matters related to the management and
      performance of the services in the leased premises and in the
      project;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 2
-

     

    Therefore,
the parties agreed, acknowledged and stated the following:

    


    
      	
              1.

            	
              Preamble,
      Annexes and Table of Contents

            
	 
      	
              1.1

            	
              The
      preamble to this agreement and its annexes are an integral part thereof
      and a condition of its conditions.

            
	 
      	
              1.2

            	
              the
      parties agree that despite the provisions of this agreement, the Lessee
      shall pay management fees in the amount of $3.35 per 1 m2
      gross per month and a total of $713.55 per month plus VAT. The Lessee
      shall continue to pay this amount of management fees whether the actual
      management fees (management costs plus 15%) are higher or lower than this
      amount.

              It
      is also agreed, that despite the provisions of this agreement, the Lessee
      shall not be entitled to receive the invoices of the managing company and
      approvals of the auditor of the managing company and shall not be entitled
      to study the documents of the managing company.

              The
      managing fees do not include air conditioning services provided after
      20:00 (08:00 pm), for which the Lessee shall be charged with an additional
      fee.

              In
      any event of a contradiction between the provisions of this clause 1.2 and
      other provisions of the managing agreement, provisions of this clause 1.2
      shall apply.

               

            
	 
      	
              1.3

            	
              Table
      of Contents

            


    

    


    
      	 
      	
              Clause
      1

            	
              -

            	
              Preamble
      and Headlines

            
	 
      	
              Clause
      2

            	
              -

            	
              Definitions

            
	 
      	
              Clause
      3

            	
              -

            	
              Project
      Management

            
	 
      	
              Clause
      4

            	
              -

            	
              Duration
      of the Agreement

            
	 
      	
              Clause
      5

            	
              -

            	
              Obligations
      of the Managing Company

            
	 
      	
              Clause
      6

            	
              -

            	
              Obligations
      of the Lessee

            
	 
      	
              Clause
      7

            	
              -

            	
              Managing
      Expenses

            
	 
      	
              Clause
      8

            	
              -

            	
              Lessee
      Participation in the Expenses

            
	 
      	
              Clause
      9

            	
              -

            	
              Deposit

            
	 
      	
              Clause
      10

            	
              -

            	
              Amortization
      Fund

            
	 
      	
              Clause
      11

            	
              -

            	
              Managing
      Fees

            
	 
      	
              Clause
      12

            	
              -

            	
              Payments
      Mode and Date

            
	 
      	
              Clause
      13

            	
              -

            	
              Accounting

            
	 
      	
              Clause
      14

            	
              -

            	
              Instructions
      and Procedures

            
	 
      	
              Clause
      15

            	
              -

            	
              Signs

            
	 
      	
              Clause
      16

            	
              -

            	
              Damages
      and Repairs

            
	 
      	
              Clause
      17

            	
              -

            	
              Violations

            
	 
      	
              Clause
      18

            	
              -

            	
              Transfer
      of Rights and Obligations

            
	 
      	
              Clause
      19

            	
              -

            	
              Payments
      Setoff and Charging

            
	 
      	
              Clause
      20

            	
              -

            	
              Jurisdiction

            
	 
      	
              Clause
      21

            	
              -

            	
              Waiver

            
	 
      	
              Clause
      22

            	
              -

            	
              Arbitration

            
	 
      	
              Clause
      23

            	
              -

            	
              Reliefs

            
	 
      	
              Clause
      24

            	
              -

            	
              Miscellaneous

            


    

    
       

      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 3
-

     

    
      	 
      	
              Clause
      25

            	
              -

            	
              Stamps

            
	 
      	
              Clause
      26

            	
              -

            	
              Notices

            


    

    


    
      	
              2.

            	
              Definitions

              The
      following terms will have the following adjacent meaning in this
      agreement, unless explicitly specified otherwise:

            
	
              "The
      Lessor"

            	
              Beck
      Tech (Jerusalem) Ltd., and/or its representatives according to the rental
      agreement together and separately.

            
	
              "The
      Project"

            	
              The
      building built on the land for the purpose of leasing and/or sale of
      spaces for High Tech industries, offices and similar
    purposes.

            
	
              "The
      Leased Premises"

            	
              As
      defined in the rental agreement.

               

            
	
              "Rental
      Agreement"

            	
              The
      agreement between the Lessor and the Lessee, by which the Lessee leased
      the leased premises from the Lessor and to which this agreement is
      attached as an integral part in Annex B.

            
	
              "The
      Holders"

            	
              Whoever
      buys and/or leases from the Lessor any area in the project or whoever acts
      on their behalf upon consent of the Lessor and/or other stake holders in
      the project, including the Lessor and the Lessee.

            
	
              "The
      Areas"

            	
              The
      area or areas in the project and surrounding land designated by the Lessor
      from time to time for the use of all the holders in the project and/or for
      the common use of the public. To remove any doubt, it is hereby clarified
      that the part of the project and/or the land designated and/or that will
      be designated by the Lessor from time to time for lease and/or for sale
      and/or for granting exclusive usage right to third parties shall not be
      included in the common areas.

            
	
              "The
      Facilities"

            	
              All
      the facilities and/or the equipment installed in the project by the Lessor
      and/or the managing company and were designated by them from time to time
      to be used by and/or serve all the holders in the project and/or part
      thereof and/or the general public, including facilities and/or equipment
      for heating, air conditioning, electricity, water, drainage, sewage, all
      escalators, elevators, all the piping, the installation, plumbing for
      waste and waste removal, signs, shelters and other facilities determined
      by the Lessor and/or the managing company, except all equipment installed
      within the leased premises, including, inter alia, the elevator,
      staircase, air conditioning units, sewage, electricity, etc., installed or
      which shall be installed in the leased premises or for it, as
      aforementioned, insofar as these shall be.

            
	
              "The
      Services"

            	
              Management,
      operation, repair and maintenance of facilities, renovation and cleaning
      thereof and also management, operation, repair, maintenance, renovation,
      cleaning, gardening, upkeep, lighting, security and insurance of the areas
      for common use and services and other actions and including additional
      insurance policies which the managing company and/or the Lessor shall
      choose to perform and/or obtain from time to time. To remove any doubt it
      is hereby clarified and agreed that the "Services" as defined above, shall
      not be provided within the commerce areas of the project, as defined
      below, unless insofar as these shall be required to provide the services
      related to the facilities and areas for common
  use.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 4
-

     

    
      	
              "Management
      & Performance of the Services"

            	
              Any
      action performed by the managing company for managing and performing the
      services at the center or any part thereof.

            
	
              "Commerce
      Areas in the Project"

            	
              Those
      areas in the project currently designated or which shall be designated by
      the Lessor from time to time, for lease and/or for sale and/or for
      granting exclusive right to use them to third
  parties.

            


    

    


    
      	
              3.

            	
              Project
      Management

               

              The
      managing company hereby undertakes the management and performance of the
      services in the project, as defined below in this agreement and the Lessee
      hereby consents that the managing company shall exclusively manage and
      perform the services, all according to the conditions of this
      agreement.

               

            
	
              4.

            	
              Duration
      of the Agreement

               

              This
      agreement commences at the execution date of the lease period and ends on
      the end of the lease period or the end of the additional lease period, if
      any, or upon cancellation of the lease agreement.

               

            
	
              5.

            	
              Obligations
      of the Managing Company

               

              The
      managing company hereby undertakes as follows:

            
	 
      	
              5.1

            	
              Perform
      the actions and works related to managing and performing the services at
      the highest professional level, appropriate to an exclusive High Tech
      industries building, offices, etc., and the managing company undertakes
      that it shall not deviate from the performance of the said actions and
      works which serve the project.

            
	 
      	
              5.2

            	
              Organize,
      maintain and employ a staff of employees which shall include, at its
      discretion: technical and professional employees, cleaning teams,
      administrative employees, other employees as needed and determined by the
      managing company, including managers, clerks, auditors, accountants,
      attorneys, laborers, engineers, architects, consultants, etc. The managing
      company shall also be entitled, at its discretion, to manage and perform
      the services, all or part thereof, through contractors and/or
      sub-contractors, or in any other way, provided that the services shall be
      delivered at the high level, befitting an exclusive building of the type
      of the project, which is the subject of this agreement and also maintain a
      suitable office at the project or at any other appropriate site.
      Performance of the services through contractors and/or sub-contractors,
      and/or in any other way shall not release the managing company from its
      responsibility for providing the services pursuant to this
      agreement.

            
	 
      	
              5.3

            	
              The
      managing company, is entitled, at its discretion, to determine from time
      to time the scope of the services, type and quality thereof and which part
      of the services shall be provided to the project and/or to the holders,
      delivery date of the services, frequency and mode of delivery, provided
      that the project shall be managed at an adequate level, suited to the
      managing level prior to the execution of this
  agreement.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 5
-

     

    
      
        	 	
                5.4

              	
                Perform
      current maintenance of facilities and areas for common use, including
      current repairs, renovation, upkeep and cleaning.

              
	 	
                5.5

              	
                To
      remove any doubt and without derogating the generality of the services
      definition according to this agreement, it is hereby clarified that the
      services shall include the following actions as well:

              
	 	 
      	
                5.5.1

              	
                Installation
      of joint signs in the project.

              
	 	 
      	
                5.5.2

              	
                Obtaining
      insurance policies for the project and/or the facilities and/or the areas
      for common use or any part thereof, including insurance of third party and
      also insurance policies for employees and/or those engaged by the managing
      company or whoever acts on its behalf, including contractors and
      sub-contractors, all at the full and sole discretion of the managing
      company.

                It
      is hereby explicitly agreed, that obtaining the insurance policies
      detailed above in this clause, does not add in any way to the
      responsibility of the managing company, beyond the provisions of this
      agreement and/or the rental agreement and/or does not derogate the
      obligations of the Lessee and its responsibility pursuant to the
      aforementioned agreements.

              
	 	 
      	
                5.5.3

              	
                Payment
      of municipal rates and government taxes applied to the areas for common
      use and collection of the rent and the management fees from all the
      tenants in the project, without derogating the provisions of clause 8
      below.

              
	 	 
      	
                5.5.4

              	
                The
      managing company shall be entitled, upon approval of the Lessor, to be
      responsible for the operation of the parking lots in the project, all or
      part thereof. In this case, the managing company shall be entitled to
      determine the use and operation practices of the said parking lots and
      also operate the parking lots in any form of payment, or free of charge,
      all subject to the provisions of the rental agreement on the subject of
      parking.

              
	 	
                5.6

              	
                Clause
      5 and all its subsections is a principal part of the agreement and
      violation of this clause or violation of any part thereof consists a
      material breach of the
agreement.

              


      

    

    


    
      	
              6.

            	
              Obligations
      of the Lessee

               

              The
      Lessee hereby declares and warrants the following:

            
	 
      	
              6.1

            	
              To
      be bound by an agreement only with the managing company in all matters
      related to receiving the services, to pay the managing fees pursuant to
      the provisions of this agreement and to pay all other payments applied to
      it pursuant to this agreement. Without derogating the generality of this
      provision, it is clarified that the participation of the Lessee in payment
      of municipal rates applied to areas for common use shall be paid within
      the managing fees and the Lessee shall not pay any additional amount in
      respect with municipal rates applied to areas for common use, except
      parking areas, if municipal tax shall be applied to these
      areas.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 6
-

     

    
      
        	 	
                6.2

              	
                Not
      to take any action or service and/or perform, either on its own or through
      another party, other than the managing company, any deed, action or
      service that the managing company is entitled to perform pursuant to this
      agreement or pursuant to the rental agreement, unless the managing company
      agreed to it in advance and in writing, except emergencies, where it is
      impossible to act as aforementioned through the managing
      company.

              
	 	
                6.3

              	
                To
      use the leased premises only for the purpose of the lease as agreed upon
      in the rental agreement (hereafter "The Purpose of the Lease") and not use
      it for any other purpose without obtaining the advance written consent of
      the Lessor.

              
	 	
                6.4

              	
                That
      the Lessee and its subordinates and/or its representatives or those acting
      on its behalf shall obey all the instructions and demands of the managing
      company, cooperate with it and help it in each case where such cooperation
      or help shall be required to enable proper and efficient management and
      performance of the services.

              
	 	
                6.5

              	
                To
      fulfill all its obligations derived from this agreement and from the
      rental agreement.

              
	 	
                6.6

              	
                Without
      derogating the generality of the aforementioned, to pay payments it is
      committed to pay the managing company pursuant to this agreement in full
      and on time.

              
	 	
                6.7

              	
                To
      enable the managing company and its authorized representatives to enter
      the leased premises at reasonable hours, under the circumstances, to
      perform acts of works related to management and performance of the
      services pursuant to this agreement, where these actions or works shall be
      performed either in relation to the leased premises or other commerce
      areas in the project and/or in relation to areas of common use and/or
      other parts of the project. Entry to the leased premises shall be effected
      upon advance coordination with the Lessee, except in emergencies which do
      not allow it.

                Without
      derogating the generality of the aforementioned, the managing company
      shall be entitled, inter alia, to break open walls, floors, ceilings and
      other parts of the leased premises, replace and repair piping, lines and
      plumbing, connect to these lines, perform electrical works,
      etc.

                It
      is hereby agreed explicitly, that subject to the provisions of the rental
      agreement, the Lessee does not have and will not have any complaints or
      claim against the managing company and/or the Lessor, on all matters
      related to inconvenience and/or loss of profit caused to the Lessee or to
      the leased premises as a result of the aforementioned works and repairs,
      provided that the managing company shall not be negligent in performing
      the works and actions and shall complete performance thereof within a
      reasonable time and revert the condition of the leased premises to its
      former condition.

              
	 	
                6.8

              	
                To
      operate its business in the leased premises according to the purpose of
      the lease through proficient and professional staff, at the highest level,
      where the expertise and behavior of the staff fits employees in an
      exclusive project.

              


      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 7
-

     

    
      
        	 	
                6.9

              	
                To
      maintain the cleanliness of the leased premises at all times. The Lessee
      shall maintain the cleanliness of the interior area of the leased premises
      at its expense. The Lessee itself, or whoever acts on its behalf or the
      managing company shall clean the leased premises, as chosen by the Lessee.
      In the event that the Lessee chooses to clean the interior of the leased
      premises on its own, it shall notify its decision to the managing company
      and shall be responsible for the cleaning and all subsequent operations,
      including responsibility for possible damages and possible liability
      insurance.

              
	 	
                6.10

              	
                To
      assume responsibility for any damage and/or loss caused by negligence
      and/or due to the breach of this agreement and/or according to the
      instructions of any law, by the Lessee, or by its employees or whoever
      acts on its behalf and/or whoever operates the business in the leased
      premises, for the leased premises, for the project, for any third party
      that enters the leased premises or enters the project and also for any
      damage and/or loss caused by negligence and/or due to the breach of this
      agreement by the Lessee to other holders, clients and visitors to the
      project and/or to any third party, except damage caused to the project by
      force majeure or hostilities. The Lessee undertakes to repair any
      aforementioned damage and/or loss within a reasonable time after
      occurrence thereof.

                All
      the repairs which the Lessee must perform as aforementioned, shall be
      performed by the managing company only and/or whoever is determined by the
      managing company, at the expense of the Lessee, unless repairs are very
      minor. Receipts and/or invoices of the managing company, related to the
      repair, a copy of which shall be forwarded to the Lessee shall be
      acceptable to the Lessee and shell serve as proof of correctness
      thereof.

                In
      addition to the aforementioned, it is hereby clarified that repairs in the
      leased premises and/or in interior walls and/or acoustic ceilings and/or
      in wall cupboards and doors thereof and replacement of floor carpeting
      individually as far as the Lessee is obliged to repair and/or replace them
      pursuant to the rental agreement, shall be performed by the managing
      company, at the expense of the Lessee, in the event that the managing
      company finds that performance of these actions is required and/or upon an
      order from the Lessee. To remove any doubt, the Lessee undertakes to
      perform the aforementioned repairs and maintenance in the leased premises,
      only through the managing company. The Lessee shall pay for these services
      the actual expenses of the managing company plus VAT at the legal rate.
      Nevertheless, the provisions of this clause do not derogate the right of
      the Lessee to perform repairs, interior changes and additions that do not
      affect the exterior envelop of the building and/or its systems, on its
      own, as provided by the rental agreement. The Lessee shall be entitled to
      let into the leased premises contractors acting on its behalf to perform
      permitted repairs, interior changes and additions, subject to the approval
      of and coordination with the managing company. The managing company shall
      not object to the identity of the contractors proposed by the Lessee,
      unless on reasonable grounds.

              


      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 8
-

     

    
      
        	 	
                6.11

              	
                The
      Lessee declares and acknowledges that it does not and will not have any
      complaint and/or claim against the Lessor and/or the managing company
      and/or the holders and/or any other third party in relation with the
      operation hours of other enterprises in the project and/or the entry and
      exit arrangements from them and/or noises and/or any inconvenience and/or
      other disruptions (hereafter "The Disruptions") which can be caused as
      long as the disruptions are reasonably tolerable under the
      circumstances.

                In
      the event that the Lessee has any complaint and/or claim in relation to
      unreasonable disruptions, the Lessee undertakes that it shall not take any
      steps or act on its own in any way and only address an aforementioned
      complaint and/or a claim to the managing company. The managing company
      shall investigate the complaint of the Lessee on the matter and shall
      employ all reasonable means to resolve the complaint. In the event that
      the managing company fails to handle the aforementioned disruption due to
      immaterial reasons for an unreasonable time, under the circumstances, the
      Lessee shall be entitled to act, reasonably under the circumstances and
      according to any law to remove the disruption, all subject to the rental
      agreement.

              
	 	
                6.12

              	
                It
      is agreed that any violation of an obligation of the Lessee pursuant to
      this agreement shall be also regarded for all intents and purposes as a
      breach of the rental agreement and that both the managing company and the
      Lessor shall be entitled, to all intents and purposes, to file a claim
      against the Lessee in respect with the violation of the Lessee's
      obligations related to each of these parties, either pursuant to this
      agreement or the rental agreement, all subject to issuing a warning to
      correct the violation, 30 days in advance.

              
	 	
                6.13

              	
                The
      parties agree that in the event that the project is registered as a
      co-operative house, if so registered, and/or in any other event of
      establishing a representation of unit owners and/or tenants in the
      project, the Lessee hereby appoints, by entering this agreement, each of
      the board of directors of the managing company, as will be from time to
      time, to attend and vote in its name and on its behalf throughout the
      lease period and the additional lease period, if any, in every meeting of
      owners and/or holders of the commerce areas in the project, in the event
      that the project shall be registered as a co-operative house.
      This  power of attorney is irrevocable throughout the lease
      period, including the additional lease period, since the rights of a third
      party depend on it. The power of attorney relates to assemblies and/or
      meetings related to the management and performance of the services as
      defined above and to the execution of all the provisions of this
      agreement. It is hereby clarified that the attorneys shall not be
      entitled, upon attending and voting in the name and on behalf of the
      Lessee, to oblige the Lessee to pay payments that deviate from payments
      which the Lessee is required to pay pursuant to the provisions of this
      agreement and/or amend all other conditions of this agreement and/or the
      rental agreement.

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 9
-

     

    
      
        	 	
                6.14

              	
                The
      Lessee agrees, that on all matters related to the management and
      performance of the services in particular and to fulfillment of all the
      provisions of this agreement in general, as long as this agreement is
      valid, the board of directors of the managing company or whoever is
      appointed by it shall act as the representative of the co-operative house,
      in accordance with the Land Law. It is hereby clarified, that the board of
      directors, in its role as the said representative of the co-operative
      house shall not be entitled to oblige the Lessee to pay payments that
      deviate from payments which the Lessee is required to pay pursuant to the
      provisions of this agreement and/or amend all other conditions of this
      agreement and/or the rental agreement.

              
	 	
                6.15

              	
                Clause
      6 and all its subsections is a principal part of the agreement and
      violation of this clause or violation of any part thereof consists a
      material breach of the
agreement.

              


      

    

    


    
      	
              7.

            	
              Managing
      Expenses

            
	 
      	
              7.1

            	
              The
      managing company shall expend all the expenses related to the management
      and performance of the services or shall undertake payment thereof at the
      expense of the holders (hereafter "The Expenses").

            
	 
      	
              7.2

            	
              Without
      derogating the generality of the provisions in sub-section 7.1 above, the
      expenses shall include, inter alia, all expenses in respect of employing
      and engaging employees, consultants and/or independent contractors and/or
      sub-contractors and also expenses in respect with materials, tools, spare
      parts, equipment for shelters, fire extinguishing, and facilities,
      municipal rates for common areas (except parking areas), maintenance of
      the managing company's office, if such an office is maintained,
      differences resulting from linkage of amounts spent by the managing
      company to the Dollar rate or to the CPI, as determined by the managing
      company and expenses in respect with insurance policies, detailed in
      clause 5.5 above.

            
	 
      	
              7.3

            	
              To
      remove any doubt it is hereby declared that the fees of the CPA of the
      managing company shall be regarded as an expense related to the management
      and performance pursuant to this agreement and also in the event that the
      managing company shall require legal services related to and for managing
      and performing the services, it shall be entitled to engage an attorney(s)
      to that purpose, at its choice and their fees and all other legal expenses
      related to it shall be also regarded as expenses related to managing and
      performing the services pursuant to this agreement. It is also clarified,
      to remove any doubt, that the expenses shall also include expenses
      incurred by preparations for and commissioning of the project, also
      performed prior to the project opening date.

            
	 
      	
              7.4

            	
              The
      managing company undertakes to ensure that its expenses, including
      salaries and social benefits of its employees and/or fees of contractors
      and/or sub-contractors it engages for managing and performing the services
      shall be reasonable and conform to the
norm.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 10
-

     

    
      
        	 	
                7.5

              	
                It
      is agreed that for the purpose of calculating the costs of the managing
      fees, if calculation thereof is required, the area of an empty property
      for the purpose of calculating its relative share in the joint property
      shall be 60% only from its full
area.

              


      

    

    


    
      	
              8.

            	
              Lessee
      Participation in the Expenses

            
	 
      	
              8.1

            	
              The
      Lessee undertakes to pay the managing fees in accordance with the
      provisions of this agreement at the amount of $3.3 per 1 m2
      gross plus VAT and a total of $713.55 per month plus
  VAT.

            
	 
      	
              8.2

            	
              It
      is clarified that the provisions of this clause shall not derogate the
      obligation of the Lessee to incur any payment and/or expense which it is
      obliged to incur in accordance with the rental agreement and/or pursuant
      to this agreement.

            
	 
      	
              8.3

            	
              Expenses,
      which in the opinion of the managing company are related to the management
      and performance of the services provided especially to certain holders,
      which such holders enjoy or may enjoy, shall be incurred only by those
      holders who receive those special services, as determined by the managing
      company, in accordance with a scale, drawn by the managing company and
      approved by its CPA (hereafter "The Special Scale"). The special scale
      shall also include, inter alia, considerations of the location of the
      leased premises in the project, its total area and type of business
      operated in it.

              It
      is clarified that this clause shall apply only in the event that the
      Lessee shall request the managing company to provide special services, in
      excess of the standard services and shall apply only to these additional
      services.

            
	 
      	
              8.4

            	
              Clause
      8 and all its subsections is a principal part of the agreement and
      violation of this clause or violation of any part thereof consists a
      material breach of the agreement.

            


    

    


    
      	
              9.

            	
              Deposit -
      Canceled

               

            
	
              10.

            	
              Amortization Fund -
      Canceled

               

            
	
              11.

            	
              Management Fees -
      Canceled

               

            
	
              12.

            	
              Payments
      Mode and Date

            
	 
      	
              12.1

            	
              The
      managing company shall send every month to the Lessee a monthly debit for
      the management fees (hereafter "The Monthly Debit"). The Lessee shall pay
      the managing company for the monthly debit within 7 days from receipt of
      the monthly debit.

              VAT
      shall be added to these payment, paid together with the monthly debit. The
      monthly debit shall be paid directly at the offices of the managing
      company or deposited in the account of the managing company, as determined
      by the managing company and according to an advance written notice
      delivered to the Lessee specifying the account ID.

            
	 
      	
              12.2

            	
              Canceled.

            
	 
      	
              12.3

            	
              Canceled.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 11
-

     

    
      
        	 	
                12.4

              	
                Clause
      12 and all its subsections is a principal part of the agreement and
      violation of this clause or violation of any part thereof consists a
      material breach of the
agreement.

              


      

    

    


    
      	
              13.

            	
              Accounting -
      Canceled

               

            
	
              14.

            	
              Instructions
      and Procedures

            
	 
      	
              14.1

            	
              The
      managing company shall be entitled to set and publish, from time to time,
      instructions and procedures on all matters related to ensuring the
      current, proper and organized management of the project, either by
      amending the Articles or the periodic instructions (as defined in the
      rental agreement) or in any other way (hereafter "The Instructions") and
      also monitor, maintain and insist on fulfilling the instructions. The
      instructions shall apply to the Lessee and the Lessee undertakes to
      strictly fulfill the instructions without reservations and undertakes to
      ensure that any party that shall operate the leased premises on its behalf
      and/or in its place shall also fulfill the said instructions to the
      letter.

            
	 
      	
              14.2

            	
              Without
      derogating the generality of the aforementioned, the managing company
      shall set procedures and instructions for operating the lighting,
      including limitation of equipment and goods transportation in commonly
      used areas, opening and closing hours of the areas for common use and/or
      commerce areas in the project and/or part thereof, limitations and/or
      prohibitions related to posting or presenting signs, including advertizing
      signs in the project and/or outside the project and/or instructions on the
      types of signs, including instructions requiring that all signs in the
      project shall be uniform and/or instructions requiring businesses of
      different types in the project to post uniform signs, all at the sole
      discretion of the managing company.

            
	 
      	
              14.3

            	
              Without
      derogating the generality of the aforementioned in this clause, it is
      agreed that subject to prior coordination between the Lessee and the
      managing company, the Lessor shall enable operation of the leased premises
      during all 24 hours of the day and the systems of the leased premises
      shall operate accordingly, to enable the Lessee to use the leased premises
      in accordance with the purpose of the lease.

            
	 
      	
              14.4

            	
              The
      Lessee shall incur all the expenses involved in the operation of the
      systems of the leased premises, as aforementioned, including operation of
      the air conditioning after 20:00 hours (8 pm) and provision of special
      services to the Lessee for performing this clause. To remove any doubt, it
      is clarified that the Lessee shall incur all the aforementioned expenses
      in addition to its share in the managing fees and to all other payments it
      is required to pay pursuant to this agreement and that the provisions of
      sub-section 8.1 above shall not derogate its obligation to incur the
      aforementioned expenses.

              It
      is clarified that the operation of the air conditioning system up to 20:00
      hours (8 pm) is included in the managing
fees.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 12
-

     

    
      	
              15.

            	
              Signs

            
	 
      	
              15.1

            	
              The
      Lessee shall be entitled to advertise on its own the business it operates
      in the leased premises and to post signs in the leased premises and in the
      project, only after the managing company issues an advance written
      approval of the mode, shape and location of the advertising and/or the
      signs, at its sole discretion, all with the purpose of maintaining the
      quality, uniqueness and level of the project, as specified in section 12.6
      of the rental agreement.

            
	 
      	
              15.2

            	
              The
      Lessee declares that it was notified of the intent of the managing company
      to apply uniform signs throughout the project and/or any part thereof and
      that it shall be obliged to incur and pay the expenses in this respect as
      well, as determined by the managing
company.

            


    

    


    
      	
              16.

            	
              Damages
      and Repairs

            
	 
      	
              16.1

            	
              The
      managing company shall charge the Lessee for any reasonable expense
      incurred during repair of damages of any kind and/or type, which the
      Lessee is obliged to repair and/or incur the due payment, pursuant to this
      agreement and in accordance with the rental agreement, after the Lessee
      fails to repair the damages within 7 days of receiving a warning from the
      managing company and/or from the Lessor on the subject, unless this is an
      urgent damage that cannot be delayed.

            
	 
      	
              16.2

            	
              The
      Lessee shall pay the repair expenses to the managing company within 3
      business days from receiving the demand from the managing
      company.

            


    

    


    
      	
              17.

            	
              Violations

            
	 
      	
              17.1

            	
              In
      the event that the Lessee shall be in arrear of any payment due from it to
      the managing company pursuant to this agreement and/or shall violate any
      other provision of this agreement or the rental agreement, regarded as a
      material breach, the managing company shall be entitled, subject to a 30
      (thirty) days advance notice, to take any of the following steps, without
      derogating its right to any other relief pursuant to this agreement or
      according to any law:

            
	 
      	 
      	
              17.1.1

            	
              To
      stop all or part of the management and performance of the services
      provided to the Lessee.

            
	 
      	 
      	
              17.1.2

            	
              To
      link to the CPI any amount due from the Lessee pursuant to this agreement
      which was not paid on time and in addition, collect interest on this
      amount at the rate applied by Bank Ha'poalim Ltd., for unapproved
      overdrafts in a current loan account from the date on which the Lessee had
      to pay the amount in arrear and up to the actual payment
    date.

            
	 
      	 
      	
              17.1.3

            	
              Cancel
      this agreement, all and/or part thereof.

            
	 
      	
              17.2

            	
              Any
      expense or payment applied to the managing company due to a breach of the
      agreement by the Lessee or by whoever acts on its behalf and/or expended
      to open legal proceedings against the Lessee, shall apply to the Lessee
      and paid by the Lessee to the managing company upon its first demand,
      subject to the decision issued by the first instance (either a court or an
      arbitration).

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 13
-

     

    
      
        	 	
                17.3

              	
                Stopping
      the service, as aforementioned in sub-section 17.1.1, and/or refusal, or
      unwillingness of the Lessee to receive any service and/or the wish of the
      Lessee to stop management and performance of the services, all or part
      thereof, shall not release it from the obligation to participate in
      services management and performance expenses pursuant to the provisions of
      this agreement and from paying all other payments and liabilities applied
      to it pursuant to this agreement.

              
	 	
                17.4

              	
                A
      breach of the rental agreement shall be considered for all intents and
      purposes a breach of this agreement and the managing company shall cancel
      this agreement in any event that the Lessee shall cancel the rental
      agreement in accordance with the provisions of the rental
      agreement.

              


      

    

    


    
      	
              18.

            	
              Transfer
      of Rights and Obligations

            
	 
      	
              18.1

            	
              The
      managing company and/or the Lessor shall be entitled, at any time, to
      transfer all their obligations and rights pursuant to this agreement, all
      or part thereof, to any other person or other legal entity (hereafter "The
      transferee"), provided that every transferee shall assume the execution of
      all the aforementioned obligations to the Lessee in accordance with this
      agreement and shall have the ability, knowledge and experience to execute
      all the aforementioned obligations.

            
	 
      	
              18.2

            	
              The
      Lessee is prevented from transferring its rights pursuant to this
      agreement, all or part thereof, and/or its obligations pursuant to this
      agreement to another and/or to others, unless the Lessor gives its advance
      written consent, subject to the provisions of the rental agreement. The
      Lessor shall not object to the identity of the transferee on behalf of the
      Lessee, unless it has reasonable
grounds.

            


    

    


    
      	
              19.

            	
              Payments
      Setoff and Charging

            
	 
      	
              19.1

            	
              Specified
      amounts which the parties owe each other pursuant to this agreement shall
      allow offsetting; unspecified amounts cannot be offset.

            
	 
      	
              19.2

            	
              It
      is hereby agreed that the managing company shall be entitled to charge any
      amount received from the Lessee either to the credit of the Lessee or to
      cover any debt of the Lessee, at its discretion and the Lessee shall not
      be entitled to demand that the payment shall be charged against a certain
      debt or part of any certain debt.

            


    

    


    
      	
              20.

            	
              Jurisdiction

            
	 
      	
              Subject
      to the provisions of clause 22 below, it is agreed by the parties that the
      courts in Jerusalem and Tel Aviv shall have exclusive authority to judge
      any claim related to this agreement.

               

            
	
              21.

            	
              Waiver

            
	 
      	
              No
      waiver, assumption, failure to take action on time or granting extension
      made by the managing company shall be construed as a waiver of its rights
      in accordance with this agreement and shall not prevent it from filing any
      claim.

               

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 14
-

     

    
      	
              22.

            	
              Reliefs

            
	 
      	
              In
      any event that any of the parties violates its obligations pursuant to
      this agreement, all provisions and stipulations of the Contracts Law
      (remedies for contract violation) - 1970 shall apply to this violation,
      subject to the provisions of the rental agreement and this managing
      agreement.

               

            
	
              23.

            	
              Miscellaneous

            
	 
      	
              23.1

            	
              Headlines
      of the clauses of the agreement are included for convenience purposes only
      and shall not be used to interpret it.

            
	 
      	
              23.2

            	
              To
      remove any doubt, it is hereby agreed and clarified that any promise,
      understanding, presentation, publication, negotiation or other exchange
      between the parties or their representatives prior to the execution of
      this agreement do not apply and only this agreement, summarizes all the
      agreed upon between the parties and all the obligations of the parties in
      all matters related to this agreement. Moreover any later amendment of
      this agreement shall not apply, unless such an amendment is made in
      writing and signed by the managing company and the
  Lessee.

            
	 
      	
              23.3

            	
              This
      agreement does not create relations of employee - employer, delegate -
      delegator and/or a partnership between the managing company or whoever is
      acting on its behalf and the Lessee or whoever is acting on its
      behalf.

            
	 
      	
              23.4

            	
              None
      of the provisions of this agreement derogates in any way the obligations
      of the Lessee or the obligations of the Lessor pursuant to the rental
      agreement. Without derogating any provision of this agreement and of the
      rental agreement, in any event of a contradiction between a stipulation of
      this agreement and a stipulation of the rental agreement, the stipulation
      of the rental agreement shall apply.

            
	 
      	
              23.5

            	
              This
      managing agreement shall remain in force as long as the rental agreement
      shall remain in force, including during extension periods of the lease
      pursuant to the rental agreement, if any and shall be cancelled
      automatically upon the legal cancellation of the rental
      agreement.

            


    

    


    
      	
              24

            	
              Notices

               

              The
      addresses of the parties for the purpose of this agreement are as stated
      in the preamble to this agreement.

               

              The
      address of the Lessee for the purpose of the agreement shall be at the
      leased premises.

               

              Any
      notice sent by a party to another by registered to the aforementioned
      address, shall be considered as received by the addressee within 72 hours
      from the posting date at the post office or immediately upon delivery in
      person.

            


    

    


     

    And
in witness thereof, the parties entered their signatures:

     

    


    
      	
              ______________________

            	
              ________________________

            
	
              The
      Managing Company

            	
              The
      Lessee

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 1
-

    Annex
C

    


    Articles
of the Project for Business Owners and Users in the Project

    


    The
following Articles include regulations, rules and instructions that apply to all
business owners and/or tenants in the project. Observing these included rules
and instructions is a material condition of the rental agreement between the
Lessor and the Lessee.

    The
purpose of this Articles is to ensure the highest level and quality of business
management in the project. The need for uniform behavior rules is derived from
the management of the project as one complex, where the level and quality of the
business management in every leased premise has an immediate effect on the good
will of the project as an exclusive center for both High Tech industries and
offices and on the ability of every Lessee or other stake holder to utilize the
business potential in such a project to the maximum.

    All terms
in these Articles shall have the meaning specified in the rental agreement.
Moreover, it is hereby agreed and clarified that these Articles do not derogate
the commitments of the Lessee in accordance with the rental agreement and only
adds on to these obligations.

    


    
      	
              1.

            	
              The
      Lessee shall avoid performance of any act, operation or default which may
      cause, in one way or another:

            


    

    


    
      
        	 	
                a.

              	
                Damage,
      loss, or impact to the property of the Lessor, including interior and
      exterior areas of the project.

              
	 	
                b.

              	
                Risk
      of bodily injury and/or damage to property of any person among the users
      of the project, including every visitor or client coming from the general
      public.

              
	 	
                c.

              	
                Nuisance
      or any other disruption of any type, including noise and/or any other
      disruption and/or advertizing mode, which may disrupt other unit owners in
      the project or the general public in any way.

              
	 	
                d.

              	
                Without
      derogating the generality of the Articles, the Lessee shall avoid making
      any noise and/or generating unreasonable odors during the operation of its
      business in the leased premises and shall not allow and/or enable others
      to generate the aforementioned noise or odors from the leased
      premises.

              


      

    

    


    Upon the
demand of the Lessor and/or the managing company and/or whoever acts on their
behalf, the Lessee shall immediately stop and/or remove any act and correct any
default, which are, at the sole and absolute discretion of the Lessor and/or the
managing company, an obstacle and/or a nuisance to anyone.

    


    In the
event that the Lessee fails to fulfill the demand of the Lessor and/or the
managing company after receiving a 7 days advance notice, any one of them is
entitled to act to stop/ remove the aforementioned obstacle and/or the nuisance
at the expense of the Lessee and use reasonable force and means to do so and the
Lessee shall not have any complaint about it.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    - 2
-

     

    
      	
              2.

            	
              The
      Lessee shall not hold any materials, goods, packaging, objects, tools,
      equipment and facilities of any kind and type in the interior and exterior
      areas of the project.

               

            
	
              3.

            	
              The
      Lessor and/or the managing company and/or whoever acts on their behalf are
      entitled to remove without any early warning, any object, tool, equipment
      or any other thing that shall be found outside the area of the leased
      premises, which in their opinion poses a nuisance or an obstacle and
      charge the Lessee with the expenses involved in removing the nuisance or
      the obstacle, where the Lessor and/or the managing company shall not bear
      any responsibility for the damages caused to that nuisance or obstacle or
      for its fate.

               

            
	
              4.

            	
              The
      Lessee shall prevent any overloading in the area of the leased premises,
      which may cause any damage to the leased premises.

               

            
	
              5.

            	
              Opening
      and closing hours of the leased premises shall be according to periodic
      instructions included in the rental agreement, subject to the instructions
      of any law and/or auxiliary municipal regulations.

               

            
	
              6.

            	
              The
      Lessee undertakes to maintain the leased premises in a neat, reasonably
      clean, and pleasant condition.

               

            
	
              7.

            	
              The
      Lessee undertakes to leave emergency lighting on for all night duration,
      daily, after closing hours.

               

            
	
              8.

            	
              The
      Lessee shall avoid destruction of faulty goods or any other object of any
      type, by lighting a fire in the area of the project or in its surrounding,
      or in any other way that may possibly disturb other users of the project
      or anyone else.

               

            
	
              9.

            	
              The
      Lessee shall not leave any waste, garbage or unwanted object within the
      perimeter of the project and shall remove all aforementioned waste or
      garbage or unwanted objects only in accordance with the waste removal
      method practiced in the project, as shall be published in the periodic
      instructions.

               

              In
      the event that the local or municipal authority shall remove the waste
      from the project, the Lessee shall pay its relative share in the expenses
      involved in the aforementioned waste removal, without derogating any other
      obligation of the Lessee pursuant to the rental agreement on the matter of
      participation in the expenses of the project
  operation.

            


    

     

    
 

    


    
      	
              ______________________

            	
              ________________________

            
	
              The
      Lessor

            	
              The
      Lessee

            


    

    


     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
       

      Appendix no. 2 to the
Renting Agreement from 

      12.11.2006

      Drawn
and Signed in Jerusalem on the 10th of
January 2008

      


      Between:
Back-Tech (Jerusalem) Ltd.

      (hereinafter:
“the renter” or “Back-Tech”)

      First Party;

      


      And:
Bio-Cancell Therapeutics Ltd.

      (hereinafter:
“the tenant”)

      Second Party;

      Whereas                      on
12.11.2006 the renter and the tenant signed a renting agreement and a
management
agreement regarding the property in the Beck Science Center at Har Hozvim
in  Jerusalem (hereinafter: “the agreement”);

      


      and
whereas                                the
parties wish to amend the agreement as detailed in this appendix;

      


      and
whereas                                the
parties wish to regularize the legal relations between them as detailed
below;

       

      


      therefore, the partied
agreed as follows:

       

      
        	
                1.  

              	
                General

              


      

      
        	
                1.1  

              	
                The
      terms detailed in this appendix will have the same meaning given to them
      in the agreement unless a different meaning is specified in the
      appendix.

              


      

      
        	
                1.2  

              	
                The
      remaining terms of the agreement will stand, except for those explicitly
      changed in this appendix.

              


      

      
        	
                1.3  

              	
                In
      any case of contradiction between the provisions of this appendix and the
      agreement, the appendix will be
preferred.

              


      

      


      
        	
                2.  

              	
                The Tenant’s
      Rent

              


      

      
        	
                2.1  

              	
                During
      the renting period according to the agreement starting from 1.1.08, the
      tenant will pay the renter rent of the sum of 52 NIS a month for every
      gross square meter rented, a total sum of 11,076 NIS a
    month.

              


      

      
        	
                2.2  

              	
                The
      abovementioned sum will be paid with linkage differentials according to
      any increase between the Consumer Price Index (hereinafter: “the CPI”) of
      11/07, announced on 15.12.07 and the CPI as of the day of the payment, but
      no less than the sum of 11,076 NIS.

              
	 	 


      

      
        	
                3.  

              	
                Management Fees and
      the Management Company

              


      

      
        	
                3.1  

              	
                It
      is agreed that the management fee the tenant will pay the management
      company starting from 1.1.08 will be 13.5 NIS per gross square meter a
      month plus VAT, a total sum of 2,876 NIS a month plus VAT and plus linkage
      differentials between CPI 11/07 announced on 15.12.07 and the CPI as of
      the day of the actual payment, but no less than 2,876 NIS plus
      VAT.

              


      

      
        	
                3.2  

              	
                The
      renter and/or the management company will be entitled to increase the
      management fee every 24 months, providing the management fee does not
      increase beyond the actual management costs, as detailed in the management
      agreement, plus 15%.

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        	 	 


      

      
        	
                4.  

              	
                Parking

              


      

      
        	
                4.1  

              	
                The
      tenant will pay the renter for 3 parking spaces, as mentioned in section
      10.1 of the agreement a sum of 320 NIS per space and a total of 960NIS
      plus VAT.

              


      

      
        	
                4.2  

              	
                All
      of the provisions of the agreement will apply to the parking as
      well.

              
	 	 


      

      
        	
                5.  

              	
                Bank
      Guarantee

              


      

      
        	
                5.1  

              	
                At
      the time of the signing of this appendix, the tenant will replace the bank
      guarantee submitted to the renter with an autonomous bank guarantee linked
      to the CPI to which the provisions of section 21.1 of the agreement will
      apply, with the required modifications (hereinafter: “the guarantee”). The
      guarantee sum will be equal to three months worth of rent of the property
      and the parking plus three months worth of management fees, plus VAT, a
      total of 51,670 NIS.

              


      

      
        	
                5.2  

              	
                If
      the guarantee will be given for a period shorter than the renting period,
      the tenant hereby submits an irrevocable order to the bank, providing the
      guarantee (hereinafter: “the bank”), to extend the guarantee from time to
      time, until the end of the renting
period.

              


      

      
        	
                5.3  

              	
                The
      tenant hereby empowers the renter with an irrevocable power of attorney,
      to request that the bank extend the guarantee until the end of the renting
      period or to impound the guarantee, if the bank does not extend
      it.

              


      

      
        	
                5.4  

              	
                The
      remaining provisions of section 21 of the renting agreement will continue
      to apply to the renting according to this appendix.

              
	 	 


      

      
        	
                6.  

              	
                VAT

              


      

      VAT will
be added to every sum stated in this appendix, to be paid with the payment it is
added to and in accordance with the rate of VAT applied at the
time.

       

      
        	
                7.  

              	
                Addresses and
      Notification

              


      

      The
addresses of the parties are detailed in the renting agreement and notifications
will be sent according to the provisions of the renting agreement.

       

      
 

      And As evidence the parties
signed:

      


      Back-Tech
(Jerusalem)
Ltd.                                                                                                BioCancell
Therapeutics Ltd.

      


      I the
undersigned, ____ Adv. Hereby confirm that _____ ID ______ and ____ ID _____
signed this appendix and their signatures bind the company for any
matter.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
       

      Appendix no. 3 to the
Renting Agreement from 

      12.11.2006

      Drawn
and Signed in Jerusalem on ____ 2008

      


      Between:
Back-Tech (Jerusalem) Ltd.

      (hereinafter:
“the renter” or “Back-Tech”)

      First Party;

      


      And:
Bio-Cancell Therapeutics Ltd.

      (hereinafter:
“the tenant”)

      Second Party;

      
        	
                Whereas

              	
                on
      12.11.2006 the renter and the tenant signed a renting agreement
      (hereinafter: “the renting agreement”) and a management agreement
      regarding the property in the Beck Science Center at Har Hozvim in
      Jerusalem the size of 213 square meters (hereinafter: “the property”),
      modified in appendix 2 from 10.1.2008. The renting agreement with its
      appendices will be hereinafter called: “the combined
      agreement”;

              


      

      


      and
whereas                                the
parties wish to extend the renting period, subject to the changes detailed
in this appendix;

      


      and
whereas                                the
parties wish to change and/or add to the provisions of the combined agreement,
as detailed in this appendix;

      


      and
whereas                                the
parties wish to regularize the legal relations between them as detailed
below;

       

      


      Therefore, the partied
agreed as follows:

       

      
        	
                1.  

              	
                General

              


      

      
        	
                1.1  

              	
                The
      terms detailed in this appendix will have the same meaning given to them
      in the agreement unless a different meaning is specified in the
      appendix.

              


      

      
        	
                1.2  

              	
                The
      remaining terms of the agreement will stand, except for those explicitly
      changed in this appendix.

              


      

      
        	
                1.3  

              	
                In
      any case of contradiction between the provisions of this appendix and the
      agreement, the appendix will be
preferred.

              


      

      


      
        	
                2.  

              	
                Renting the property
      for an additional period

              


      

      The
tenant hereby rents from the renter and the renter hereby rents the property for
an additional period (hereinafter: “the additional period”) of 12 months from
17.9.08 and ending on 16.9.09.

       

      
        	
                3.  

              	
                Rent for the
      property

              


      

      The
monthly rent fro the property will be as follows:

      
        	
                3.1  

              	
                The
      tenant will pay the renter a sum of 60 NIS a month for each gross square
      meter in the additional period, a total sum of 12,780
  NIS.

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        	 	 


      

      
        	
                3.2  

              	
                The
      abovementioned sum will be paid with linkage differences according to any
      increase between the Consumer Price Index (hereinafter: “the CPI”) of
      6/08, announced on 15.7.08 and the CPI as of the day of the payment, but
      no less than the sum of 12,780 NIS.

              


      

      


      
        	
                4.  

              	
                Management Fees and
      the Management Company

              


      

      
        	
                4.1  

              	
                The
      tenant declares that he is aware of the fact that the project management
      company, as defined in the renting agreement and the management agreement
      attached as appendix A to the renting agreement, is the Mikdan-Tech
      Management Company Ltd., managing the project (hereinafter: “the
      management company”), or whoever replaces the
  company.

              


      

      
        	
                4.2  

              	
                It
      is agreed that the management fees the tenant will pay the management
      company during the additional period will be 15.50 NIS per gross square
      meter a month plus VAT, a total sum of 3,302 NIS a month plus VAT and plus
      linkage differences between CPI 6/08 announced on 15.5.08 and the CPI as
      of the day of the actual payment, but no less than 3,302 NIS plus
      VAT.

              
	 	 


      

      
        	
                5.  

              	
                Parking

              


      

      
        	
                5.1  

              	
                The
      tenant hereby rents six parking spaces in the project parking throughout
      the entire renting period, 3 of which will be for the use of the tenant,
      without any additional payment and for the 3 additional parking spaces the
      tenant will pay the renter a sum of 380 NIS each and a total of 1080 NIS
      plus VAT and plus linkage differences as mentioned in section 3.2 above,
      but no less than the sum of 1,080 NIS plus
VAT.

              


      

      
        	
                5.2  

              	
                All
      of the provisions of the agreement will apply to the parking as
      well.

              
	 	 


      

      
        	
                6.  

              	
                Bank
      Guarantee

              


      

      
        	
                6.1  

              	
                At
      the time of the signing of this appendix, the tenant will submit a deposit
      to the renter according to the provisions of section 21.1 of the agreement
      or an autonomous bank guarantee linked to the CPI to which the provisions
      of section 21.1 of the agreement will also apply, with the required
      modifications (hereinafter: “the guarantee”). The deposit or guarantee sum
      will be equal to three months worth of rent of the property and the
      parking plus three months worth of management fees, plus VAT, a total of
      59,466 NIS.

              


      

      
        	
                6.2  

              	
                If
      the guarantee will be given for a period shorter than the renting period,
      the tenant hereby submits an irrevocable order to the bank, providing the
      guarantee (hereinafter: “the bank”), to extend the guarantee from time to
      time, until the end of the renting
period.

              


      

      
        	
                6.3  

              	
                The
      tenant hereby empowers the renter with an irrevocable power of attorney,
      to request that the bank extend the guarantee until the end of the renting
      period or to impound the guarantee, if the bank does not extend
      it.

              


      

      
        	
                6.4  

              	
                The
      remaining provisions of section 21 of the renting agreement will continue
      to apply to the renting according to this appendix.

              
	 	 


      

      
        	
                7.  

              	
                Insurances

              


      

      
        	
                7.1  

              	
                The
      tenant undertakes to submit a “property insurance confirmation” to the
      renter within 14 days from the date of the signing of this agreement, as
      mentioned in section 20 of the renting
  agreement.

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        	 	 


      

      
        	
                7.2  

              	
                The
      tenant undertakes to resubmit the abovementioned property insurance
      confirmation to the renter in every additional year until the 20th
      of December of each year for the year starting on the following January
      1st,

              


      

      
        	
                7.3  

              	
                 The
      remaining provisions of section 20 of the renting agreement will continue
      to apply to the property and the renting according to this
      appendix

              
	 	 


      

      
        	
                8.  

              	
                VAT

              


      

      VAT will
be added to every sum stated in this appendix, to be paid with the payment it is
added to and in accordance with the rate of VAT applied at the
time.

       

      
        	
                9.  

              	
                Addresses and
      Notification

              


      

      The
addresses of the parties are detailed in the renting agreement and notifications
will be sent according to the provisions of the renting agreement.

      


      And As evidence the parties
signed:

      


      Back-Tech
(Jerusalem)
Ltd.                                                                                                BioCancell
Therapeutics Ltd.

      


      I the
undersigned, ____ Adv. Hereby confirm that _____ ID ______ and ____ ID _____
signed this appendix and their signatures bind the company for any
matter.