EXHIBIT 4.8

LEASE TERMINATION AGREEMENT

This
Agreement made and entered as of the 26th day of September, 2002
(but effective as of the Termination Date hereinafter set forth), by and
between AREL COMMUNICATIONS AND SOFTWARE, LTD. (Tenant), and ROLLING MEADOWS
DELAWARE, INC., a Delaware corporation (Landlord).

A.         Landlord
and Tenants predecessor-in-interest, W2Com, LLC, entered into that certain
Lease dated as of May 18, 1999 (hereinafter referred to as the Lease) for
premises (the Premises) described as Suite 400, containing approximately
4,251 rentable square feet and located in the West Tower of the property (the
Property) known as The Meadows Corporate Center, located at 2850 West Gold
Road, Rolling Meadows, Illinois.

B.         The
parties mutually desire to terminate the Lease on and subject to the terms and
conditions hereof.

NOW
THEREFORE, in consideration of the mutual terms and conditions herein
contained, the parties hereby agree as follows:

1.          Termination.  The Term of the Lease is hereby amended to terminate and expire
on September 30, 2002 (the Termination 
Date).

2.          Surrender of Premises.  Tenant shall have the right to occupy the
Premises until the end of the business day on October 25, 2002 (the Surrender
Date) for the purpose of cleaning up and removing its property from the
Premises.  Tenant shall vacate and
surrender possession of the Premises to the Landlord by the Surrender Date.

3.          Payments. 
Tenant shall continue to pay all rental and other charges under the
Lease through the Termination Date, all of which shall be prorated on a per
diem basis.  Any undetermined charges
caused by Tenant neglect may be billed to Tenant when determined (and Tenants
obligation to pay the same shall survive termination of the Lease), or Landlord
may reasonably estimate such charges and require that Tenant pay the same
within thirty (30) days after Landlord bills the same, subject to adjustment after
the actual charges have been determined.

As
additional consideration for this Agreement, and to help cover Landlords
administrative, processing and legal fees and reimburse Landlord for any loss
of rentals from the Premises as a result of this Agreement:

(a)          Tenant
hereby transfers and assigns to Landlord the Security Deposit under the Lease
in the amount of Eleven Thousand and No/100 Dollars ($11,000.00).

(b)          Tenant
shall pay to Landlord the amount of One Hundred Ten Thousand and No/100 Dollars
($110,000.00) no later than October 11, 2002, by wire transfer of immediately
available federal funds to a bank account designated by Landlord.

4.          Compliance With Lease; Removal of Tenants Property.  Tenant shall fully comply with all
obligations under the Lease through the Termination Date (except for Tenants
obligation to pay rentals and other charges under the Lease which shall cease
after the Termination Date), including those provisions relating to the
condition of the Premises, and removal of Tenants property, and Tenant shall
remove from, or leave upon, the Premises all fixtures, equipment, improvements
and personal property as provided in the Lease.

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5.          Release. 
In consideration of Landlord releasing Tenant from the obligation to pay
the balance of the rentals due under the Lease and executing this Agreement,
and in consideration of Tenants agreement to pay the amounts described in
Paragraph 3 and the representations and other agreements herein contained,
Landlord and Tenant hereby release and forever discharge each other, and their
respective partners, officers, directors, agents, trustees, beneficiaries, and
employees, of and from any and all claims, acts, damages, demands, rights of
action and causes of action which each party ever had, now has, or in the
future may have, against the other, arising from or in any way connected with
Lease, or Landlords management or operation of the Property, except for: (i)
those obligations and liabilities of the parties expressly contained therein,
(ii) those obligations of Tenant reinstated pursuant to the provisions hereof,
and (iii) any obligations or liabilities of Tenant occurring, accruing or relating
to the period prior to the Surrender Date hereof.  This release is intended as a full settlement and compromise of
each, every and all of claims of every kind and nature, except as set forth
above.

6.          Holding Over In Premises.  Tenant shall pay Landlord 200% of the amount
of Rent applicable, prorated on a per square foot basis to reflect the rentable
square footage of the Premises, for each day Tenant shall retain possession of
the Premises or any part thereof after the Surrender Date, together with all
damages sustained by Landlord on account thereof.  Tenant shall pay such amounts on demand, and in the absence of
demand monthly in advance.  The foregoing
provisions, and Landlords acceptance of any such amounts, shall not serve as permission
for Tenant to hold-over, nor serve to extend the Surrender Date (although
Tenant shall remain a tenant-at-sufferance bound to comply with all provisions
of this Lease applicable to the Premises during any time Tenant retains
possession thereof).  Landlord shall
have the right, at any time after the Surrender Date, to reenter and possess
the Premises and remove all property and persons therefrom, and Landlord shall
have such other remedies for holdover as may be available to Landlord under the
Lease or applicable Laws.

7.          Representations and Warranties.  Tenant represents and warrants that it has
full power and authority to execute this Agreement, and that it has not made
any assignment, sublease, transfer, conveyance or other disposition of the
Lease or any interest in the lease or the Premises, and has no knowledge of any
existing or threatened claim, demand, obligation, liability, action or cause of
action arising from or in any manner connected with the Lease or the Premises by
any other party.  Tenant represents that
Tenant has not, at any time, done or suffered, and will not do or suffer, any
act or thing whereby the Premises or any part thereof are or may be in any way
charged, affected or covered by any lien or claim, and shall indemnify and hold
Landlord harmless from all liability, expenses, damages or costs arising from
same, including without limitation attorneys fees.  Tenant acknowledges that Landlord will be relying on this Agreement
in entering leases for the Premises with other parties.

8.          Miscellaneous.  Warranties, representations, agreements, and obligations
contained in this Agreement shall survive the execution and delivery of this
Agreement and shall survive any and all performances in accordance with this
Agreement.  This Agreement may be
executed in any number of counterparts which together shall constitute the
Agreement.  If any Party obtains a
judgment against any other party by reason of breach of this Agreement,
reasonable attorneys fees as fixed by the court shall be included in such
judgment.  This Agreement and the terms
and provision hereof shall inure to the benefit of and be binding upon the
heirs, successors and assigns of the parties. 
This Agreement shall be construed and enforced in accordance with the
laws of the state in which the Property is located.

9.          Confidentiality.  The Parties shall keep the content and all copies of this
document and the Lease, all related documents, and all proposals, materials, information
and matters relating thereto strictly confidential, and shall not disclose,
disseminate or distribute any of the same, or permit the same to occur, with
respect to any party other than the parties financial or legal advisors to the
extent that they need such information to advise the Parties (and the Parties
shall obligate any such other parties to whom disclosure is permitted to honor
the confidentiality provisions hereof), except as may be required by Law or
court proceedings.

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10.          Real Estate Brokers.  Tenant represents and warrants that tenant
has not dealt with any broker, agent or finder in connection with this
Agreement, and agrees to indemnify and hold Landlord, and it employees, agents
and affiliates harmless from all damages, judgments, liabilities and expenses
(including reasonable attorneys fees) arising from any claims or demands of
any other broker, agent or finder with whom Tenant has dealt for any commission
or fee alleged to be due in connection with this Agreement.

11.          Consent. 
This Agreement is subject to and conditioned upon, any required consent
or approval being granted without any fee, charge or condition that is
unacceptable to Landlord or Tenant, by Landlords mortgages, ground lessors or
partners.  If any such consents shall be
denied or granted subject to the payment of unacceptable fees, charges or
conditions, the Lease shall remain in full force and effect, without the
modifications provided herein.

12.          Violations.  If Tenant shall violate any provision hereof, or if Tenants
representations herein shall be false or materially misleading, Landlord shall
have the right to declare this Agreement null and void, and to reinstate the
Lease, in addition to, and not in lieu of, any other rights or remedies
available to Landlord.  If Landlord
shall violate any provision hereof, Tenant shall have the right to seek any and
all remedies available to Tenant under governing law.

13.          Offer. 
The submission and negotiation of this Agreement shall not be deemed an
offer to enter the same by Landlord, but the solicitation of such an offer by
Tenant.  Tenant agrees that its
execution of this Agreement constitutes a firm offer to enter the same which
may not be withdrawn for a period of 45 days after delivery to Landlord.  During such period, Landlord may proceed in
reliance thereon, but such acts shall not be deemed an acceptance of Tenants
offer to enter this Agreement, and such acceptance shall be evidenced only by
Landlord signing and delivering this Agreement to Tenant.

14.          Whole Agreement.  This Agreement sets forth the entire agreement between the
parties with respect to the matters set forth herein.  There have been no additional oral or written representations or
agreements.  In case of any
inconsistency between the provisions of the Lease and this Agreement, the
latter provisions shall govern and control.

IN WITNESS
WHEREOF, the parties have duly executed this Agreement as of the day and year
first above written.

| | LANDLORD:                         |                       
| | --------------------------------- | ----------------------
| |                                  
| | ROLLING
  MEADOWS DELAWARE, INC.,
| | a Delaware
  corporation         
| |                                   |                       
| | By:                               | /S/  FRITTSY MOSSHART 
| | Name:                             | Frittsy
  Mosshart    
| | Title:                            | Authorized
  Signatory
| |                                   |                       
| | By:                               | /S/  JOSEPH A. GORDON 
| | Name:                             | Joseph A.
  Gordon    
| | Title:                            | Authorized
  Signatory
| |                                   |                       

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| | TENANT:                                 
| | ----------------------------------------
| |                                         
| | AREL
  COMMUNICATIONS AND SOFTWARE, LTD.
| |                                         
| | By:                                     
| | Name:                                   
| | Title:                                  

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