<PAGE>   1
                                                                    EXHIBIT 10.5


                                    DEBENTURE


                Made and executed this 3rd day of January, 2000


WHEREAS           the undersigned DEALTIME.COM LTD. (hereinafter:- "the
                  Pledgor") whose address is 6 Hazoran Street, Netanya, Israel,
                  has received and intends to receive, from time to time, from
                  Bank Hapoalim B.M. whose address for the purpose of this
                  Debenture is Rothschild 41, Tel Aviv, Israel (hereinafter:
                  "the Bank") credits, documentary credits, various loans,
                  overdrafts in current account, in revolving debitory account
                  or in any other account, letters of indemnity and guarantees
                  for the account of the Pledgor or for others at the request of
                  the Pledgor, discounting of Bills, granting of time and
                  various banking facilities and various other banking services
                  (hereinafter, jointly and severally - "the Banking Services"),
                  on such conditions as have been and/or may be agreed from time
                  to time with respect to each such Banking Service, and

THEREFORE,        it has been agreed that the Pledgor shall secure the repayment
                  of the various amounts of money which the Pledgor may owe
                  and/or may be liable to the Bank in connection with the
                  granting of the Banking Services and/or in connection with
                  other liabilities not being Banking Services and/or otherwise,
                  all in accordance with the terms hereinafter contained.


NATURE OF THE DEBENTURE

1.       This Debenture has been made to secure the full and punctual payment of
         all the sums due and to become due to the Bank from the Pledgor in
         connection with the granting of Banking Services to the Pledgor by the
         Bank and/or in connection with other liabilities not being Banking
         Services, whether the Pledgor may have incurred or will incur liability
         with respect thereto in the future, now due or becoming due in the
         future, which are payable prior to the realisation of the collateral
         security to which this Debenture is applicable or subsequent thereto,
         whether due absolutely or contingently, directly or indirectly, in an
         unlimited amount of U.S. dollars together with interest, commissions,
         charges, fees and expenses of whatever nature, including costs of
         realising the collateral security, lawyers fees, insurance, stamp duty
         and any other payments arising from this Debenture and together with
         any nature of linkage differences due and becoming due from the Pledgor
         to the Bank in any manner whatsoever in respect of linked principal and
         interest and any other linked sum (all the foregoing sums being jointly
         and severally hereinafter referred to as "the Secured Sums").

THE CHARGE

2.       As collateral security for the full and punctual payment of all of the
         Secured Sums, the Pledgor hereby charges to the Bank and its permitted
         successors as provided in Section 29 below by way of a first ranking
         floating charge the assets and the profits and benefits derived
         therefrom as set out below (hereinafter "the Assets Subject to a
         Floating Charge").

              (a)    All the assets, monies, property and rights of any kind
                     whatsoever without exception, whether now or hereafter at
                     any time in the future owned by or in the possession of the
                     Pledgor in any manner or way whatsoever;

              (b)    All the current assets, without, exception, now or
                     hereafter at any time in the future owned by or in the
                     possession of the Pledgor in any manner or way whatsoever,
                     the expression "current assets" meaning all the assets,
                     monies, property and rights of any kind with the exception
                     of land, buildings and fixtures;

<PAGE>   2

              (c)    All the fixed assets now or hereafter at any time in the
                     future owned by or in possession of the Pledgor in any
                     manner or way whatsoever, the expression "fixed assets" to
                     include, inter alia, land, buildings and fixtures;

              (d)    All the securities and other documents or instruments owned
                     by the Pledgor now and at any time in the future held by
                     the Bank and/or any rights in respect thereof;

              (e)    All rights in land and/or all contractual rights under
                     agreements between the Pledgor and the Israel Lands
                     Administration and/or the Israel Development Authority
                     and/or the Jewish National Fund (Keren Kayemeth Le-Israel)
                     and/or any other parties, now and hereafter existing at any
                     time whatsoever.

3.       As further collateral security for the full and punctual payment of all
         of the Secured Sums, the Pledgor hereby pledges and charges to the Bank
         and its successors by way of a first ranking fixed pledge and charge
         its goodwill, as presently and in the future at any time existing
         (hereinafter, jointly and severally - "the Charged Assets").

4.       As further collateral security for the full and punctual payment of all
         the Secured Sums, the Pledgor hereby pledges and charges to the Bank
         all such securities, documents and instruments, Bills drawn or made by
         others, which the Pledgor has delivered or may deliver to the Bank from
         time to time whether for collection, safekeeping or otherwise
         (hereinafter "the Charged Documents"), and upon the delivery thereof
         shall be and be deemed pledged and charged to the Bank by way of a
         first ranking fixed pledge and charge according to the terms of this
         Debenture the provisions of which, mutatis mutandis, shall apply to the
         charge and pledge thereof. The Bank shall be exempt from taking any
         action whatsoever in connection with the Charged Documents and shall
         not be liable for any loss or damage which may be caused in connection
         therewith, accept for any loss or damage caused by the Bank's
         negligence, and the Pledgor undertakes to indemnify the Bank in any
         event that the Bank is sued for any such loss of damage by others.

5.       The Assets Subject to a Floating Charge, the Charged Assets and the
         Charged Documents shall be hereinafter called "the Charged Property".

         The pledge and charge created by operation of this Debenture shall
         apply to all and any rights to compensation or indemnity which may
         accrue to the Pledgor by reason of the loss of, damage to or
         appropriation of the Charged Property.


DECLARATIONS OF THE PLEDGOR

6.       The Pledgor hereby declares as follows:

         (a)      That the Charged Property is not charged, pledged or attached
                  in favour of any other persons or parties, other than pledges
                  on automobiles owned by the Pledgor,

         (b)      That the Charged Property is, in its entirety, in the
                  exclusive possession and ownership of the Pledgor or in the
                  possession or under the control of the Bank;

         (c)      That no restriction or condition of law or any agreement
                  exists or applies to the ability of the Pledgor to transfer or
                  charge the Charged Property;

         (d)      That the Pledgor is capable of and entitled to charge the
                  Charged Property;

         (e)      That no assignment of rights or other disposition or, to the
                  best of its knowledge, circumstance has occurred that
                  derogates from the value of the Charged Property.

COVENANTS OF THE PLEDGOR


                                       2
<PAGE>   3

7.       The Pledgor hereby covenants as follows:

         (a)      To use and deal with the Charged Property with reasonable care
                  and to notify the Bank of any case of material disrepair,
                  damage, loss, fault or defect affecting the same due to use or
                  for any other reason, and to be liable towards the Bank for
                  any such material disrepair, damage, fault or defect as
                  aforesaid which was not caused due to reasonable use of the
                  Charged Property.

         (b)      To allow any representative of the Bank, at any time
                  reasonably acceptable upon coordination with the Pledgor, to
                  inspect and examine the condition of the Charged Property
                  wherever the Charged Property may be situated;

         (c)      Not to sell, dispose of, hire out, let, lease or transfer any
                  of the Charged Assets and the Charged Documents nor suffer any
                  person to use them in any manner and not to allow any person
                  to do any of the foregoing acts, without the prior written
                  consent of the Bank;

         (d)      Not to sell, transfer, let, lease, surrender, dispose of,
                  relinquish or waive, in whole or in part, any of the Charged
                  Property, save for transactions in relation to assets subject
                  to the Floating Charge or assets which are not charged to the
                  Bank by way of a fixed charge under this Debenture, in the
                  ordinary course of the Pledgor's business, without receiving
                  the prior written consent of the Bank;

         (e)      To notify the Bank forthwith of the levying of any attachment
                  on the Charged Property, to forthwith notify the attachor of
                  the charge in favour of the Bank and to take at the Pledgor's
                  own expense within reasonable time all such measure as are
                  required for discharging such attachment;

         (f)      Not to charge or pledge in any manner or way the Charged
                  Property by conferring any rights ranking pari-passu or prior
                  to the rights of the Bank and not to make any assignment of
                  any right which the Pledgor may have in the Charged Property
                  without receiving the prior written consent of the Bank;
                  however, the Pledgor shall be entitled to pledge the Charged
                  Property in any manner by conferring any rights ranking
                  deferred to the rights of the Bank.

         (g)      To pay when due all taxes and compulsory payments levied
                  against the Charged Property and/or the income accruing
                  thereon under any law and to furnish the Bank, at its request,
                  with all the receipts for such payments. If the Pledgor fails
                  to make such payments when due, the Bank may pay the same for
                  the account of the Pledgor and debit the Pledgor with the
                  payment thereof coupled with expenses, and Interest at the
                  Maximum Rate. Such payments shall be secured by this
                  Debenture;

         (h)      To maintain proper books of account. The Pledgor undertakes to
                  assist the Bank or its representatives and furnish them upon
                  demand and coordination with the Pledgor, with financial
                  statements (including balance sheets), including explanations
                  concerning the financial and operational condition of the
                  Pledgor and/or the business of the Pledgor, provided that such
                  documents and information are kept in confidence by the Bank
                  and its representatives;

         (i)      Not, so long as the Pledgor has not yet discharged to the Bank
                  the sums due to the Bank from it until such date in respect of
                  the Secured Sums, to make any loans in an amount exceeding
                  $100,000 to the Pledgor's shareholders nor repay to any of the
                  Pledgor's shareholders, any existing or future loans, without
                  the prior written consent of


                                       3
<PAGE>   4

                  the Bank. The Pledgor undertakes to cause its shareholders to
                  covenant with the Bank not to demand nor claim repayment of
                  such loans as aforesaid;

         (j)      That no Structural Change in which the Pledgor is the
                  transferring company and\or Change in the Control of the
                  Pledgor will occur. Change in Control means that the
                  shareholders of the Pledgor or any of them, or any of their
                  affiliates, as in the date of signature of this Debenture
                  shall cease to be the owners of at least 50.01% of the paid up
                  share capital of the Pledgor.

8.       The Pledgor undertakes to notify the Bank forthwith:

         (a)      of any claim of right to any collateral security given to the
                  Bank to which this Debenture is applicable and/or of any
                  execution or injunction proceedings or other steps taken to
                  attach, preserve or realise any such collateral security;

         (b)      of any of the events enumerated in Clause 18 hereof;

         (c)      of any application filed for the winding-up of the Pledgor's
                  affairs or for the appointment of a receiver over the
                  Pledgor's assets

         (d)      of any change of address.


INSURANCE

9.       The Pledgor hereby undertakes to keep the Charged Property insured at
         all times for its full value against usual risks which the Bank may
         specify from time to time, with such insurance companies and upon such
         conditions as the Bank shall agree, and to assign to the Bank an amount
         or amounts payable under the insurance policies up to the aggregate of
         the Secured Sums and to assign to the Bank all other rights deriving
         from the insurance policies as well as any receipts for payment of
         premiums.

10.      Without derogating form the foregoing, and in addition thereto, the
         Pledgor hereby undertakes to give to the insurance company with which
         the Charged Property has been insured, the following instructions:

         (a)      To irrevocably establish the Bank as beneficiary under all
                  contracts of insurance and to include the Bank as co-insured
                  in the body of the insurance contract, but without the Bank
                  being liable for any premiums.

         (b)      To pay the insurance proceeds in respect of the Charged
                  Property directly to the Bank as and when each insurance
                  company is liable to pay such proceeds in accordance with the
                  contract of insurance or by operation of law. Notwithstanding
                  the above, it is agreed between the Bank and the Pledgor that
                  as long as the Bank did not yet demand an immediate payment of
                  the Secured Sums under the provisions of Section 18 below the
                  insurance proceeds shall be paid to the Pledgor, in the event
                  that the Bank demanded an immediate payment of the Secured
                  Sums under the provisions of Section 18 below the insurance
                  proceeds shall be paid directly to the Bank.

         (c)      To furnish the Bank with a copy of the insurance contract
                  specifying the Bank as beneficiary as mentioned above.

         All the foregoing shall not require any further consent of the Pledgor,
         the Pledgor's successors and/or assigns.


                                       4
<PAGE>   5

         The Pledgor further undertakes to furnish the Bank with a certificate
         from the insurance company or companies containing an undertaking on
         its or their part not to set-off any of the insurance proceeds payable
         to the Bank with respect to the Charged Property, except for the unpaid
         balance of insurance premiums for insuring the Charged Property for the
         current year only, and if any insurance policy applies also to other
         property, in addition to the Charged Property, such certificate shall
         include the agreement of the insurance company to attribute the
         payments of premium received in connection with this insurance company
         first of all on account of insurance premiums due on account of
         insuring the Charged Property and also to act in accordance with the
         foregoing instructions and to notify the Bank of any cancellation or
         termination of any such insurance contract at least 30 (thirty) days
         prior to such cancellation or termination, notwithstanding any
         provision to the contrary under the Insurance Contract Law, 5741-1981,
         such notice constituting a condition precedent to the effectiveness of
         any such cancellation or termination of any such insurance contract.

11.      In any of the following events, the Bank may, in its absolute
         discretion, after giving the Pledgor a prior written notice of 30 days,
         insure the Charged Property in the name of the Bank and debit the
         account of the Pledgor with any insurance premiums and any other costs
         of insurance:

         (a)      If the Charged Property is not insured by the Pledgor to the
                  satisfaction of the Bank;

         (b)      If the Pledgor does not furnish the Bank within fifteen days
                  from the date of signature of this Debenture with certificates
                  of insurance in respect of the Charged Property on such
                  conditions and for such period as shall be satisfactory to the
                  Bank;

         (c)      If thirty days prior to the expiration date of the insurance
                  of the Charged Property, the Pledgor fails to furnish the Bank
                  with certificates of insurance of the Charged Pon such
                  conditions and for such period as shall be satisfactory to the
                  Bank;

         In the event of the insurance being effected by the bank as above, the
         Bank shall not be liable for any defect or shortcoming which may come
         to light in connection with the insurance. Any amounts paid by way of
         insurance premiums and any other costs of insurance as aforesaid shall
         be secured by this Debenture.

12.      In connection with the insurance of the Charged Property, the Pledgor
         hereby appoints the Bank, in the event that the Bank shall be entitled
         to demand an immediate repayment of the Secured Sums in accordance with
         Section 18 below, as the Pledgor's sole representative and confers upon
         the Bank the exclusive right on behalf of the Pledgor to conduct
         negotiations, file claims, agree to any settlements or compromises, to
         make waivers, accept monies from insurance companies and to appropriate
         the same towards the discharge of the Secured Sums. The above power of
         attorney is irrevocable since the rights of the Bank and the rights of
         a third party are dependent thereon. The Pledgor shall have no claims
         in connection with any settlements, compromises or waivers which the
         Bank may make with any such insurance companies.

13.      All the rights of the Pledgor deriving from the insurance of the
         Charged Property, including rights under the Property Tax and
         Compensation Fund Law, 5721-1961, as in force at any relevant time and
         under any other law, whether or not assigned to the Bank as aforesaid,
         are hereby charged to the Bank by way of a first ranking fixed charge
         and pledge.

14.      The Pledgor hereby undertakes to sign, upon the Bank's first demand,
         all documents and certificates required to implement the Pledgor's
         obligations under this heading. The Pledgor further undertakes not to
         cancel nor vary in any manner whatsoever any of the terms or the
         conditions of the insurance referred to in Section 9 above, without the
         prior written consent of the Bank.


                                       5
<PAGE>   6

INTEREST

15.      (a)      The Bank shall be entitled to calculate interest on the
                  Secured Sums at such rate as has been or may be agreed upon
                  from time to time between the Bank and the Pledgor. Where no
                  rate of interest has been agreed, the Bank may determine the
                  rate of interest but not in excess of Interest at the Maximum
                  Rate and give notice thereof to the Pledgor. The Pledgor shall
                  be liable to pay and shall be debited accordingly at the
                  respective rate of interest as provided above and the Bank may
                  compound the same with respect to the amount of principal as
                  agreed with the Pledgor, or if not agreed at the end of each
                  month or such other longer period as the Bank shall determine.

         (b)      Whenever the payment of any amount of the Secured Sums is
                  overdue, it shall bear default interest at the rate which has
                  been agreed upon in the agreement for the provision of the
                  Banking Services. In the absence of any provision concerning
                  default interest, the Secured Sums shall bear Interest at the
                  Maximum Rate;

         (c)      Upon the occurrence of any event conferring upon the Bank the
                  right to realise the collateral security granted under this
                  Debenture, the Bank shall be entitled to raise the rates of
                  interest on the Secured Sums up to Interest at the Maximum
                  Rate.

REPAYMENT DATES

16.      The Pledgor hereby undertakes to pay the Bank all and any of the
         Secured Sums promptly on the maturity dates prescribed or which may be
         prescribed therefor from time to time.

17.      (a)      Subject to the other documents to executed in connection with
                  the borrowing of the Secured Sums and the Banking Services,
                  the Bank may decline to accept any prepayment of the Secured
                  Sums or pay part thereof prior to the date of maturity thereof
                  and the Pledgor shall not be entitled to redeem all or any of
                  the Charged Property by discharging the Secured Sums and/or
                  any part thereof prior to their prescribed maturity dates.

                  Neither the Pledgor nor any person having a right liable to be
                  affected by the pledges and charges hereby created or the
                  realisation thereof shall have any right under Section 13(b)
                  of the Pledges law. 5727-1967 or any other statutory
                  provisions in substitution therefor.

         (b)      Subject to the provisions of any law, if the Bank agrees to
                  prepayment on account of the Secured Sums (and without being
                  obliged to do so), the Pledgor shall pay interest with respect
                  to the prepayment amount as agreed between the Bank and the
                  Pledgor.

18.      Without derogating from the generality of the provisions of this
         Debenture, the Bank shall be entitled to demand the immediate payment
         of the Secured Sums and to debit any account of the Pledgor with the
         amount thereof in any one of the events enumerated below, in which case
         the Pledgor undertakes to pay the Bank all of the Secured Sums, and the
         Bank shall be entitled to take whatever steps it sees fit for the
         collection of the Secured Sums and in particular to crystallise the
         floating charge on the Assets Subject to a Floating Charge as provided
         in Clause 24(a) hereof and to realise, at the Pledgor's expense, the
         collateral securities by any means allowed by law;

         (a)      If the Pledgor commits a material breach of or materially
                  fails to perform any of the terms and conditions contained in
                  this Debenture or if the Pledgor is in material breach of any
                  covenant or other obligations which the Pledgor has or have
                  incurred or may incur towards the Bank or if it transpires
                  that any declaration or statement made by the Pledgor in this
                  Debenture or any other declaration in connection with the
                  Secured Sums made heretofore or hereafter by the Pledgor to
                  the Bank is materially false or


                                       6
<PAGE>   7

                  materially inaccurate, provided that the Bank have given to
                  the Pledgor a prior written notice of ten (10) days;

         (b)      If the Pledgor adopts a resolution effecting a Structural
                  Change as a transferring company or a spin-off company (____
                  ______""), or adopts a voluntary winding up resolution or if
                  an order for winding up is made against the Pledgor or if a
                  temporary liquidator or special manager is appointed over it
                  or if the name of the Pledgor is struck out or is about to be
                  struck out from any official register kept by law;

         (c)      If a receiver is appointed or a receiving order is made over
                  any or all of the Pledgor's assets;

         (d)      If an attachment or similar process of execution is levied
                  against any substantial part of the Pledgor's assets or
                  against any substantial part of the collateral security given
                  by the Pledgor to the Bank and such attachment or similar
                  process is not removed within thirty (30) days;

         (e)      If the Bank in its sole discretion considers that there is a
                  Change in Control over the Pledgor. In this section Change in
                  Control means that the shareholders of the Pledgor or any of
                  them, or any of their affiliates, as of the date of signature
                  of this Debenture shall cease to be the owners of at least
                  50.01% of the paid up share capital of the Pledgor.

         (f)      If the Pledgor ceases to pay its debts for two months or more
                  or to carry on its business for fourteen (14) days or more;

         (g)      If work at the Pledgor's business ceases or is substantially
                  curtailed, for two months or more;

         (h)      If the Bank in its sole discretion considers that an
                  occurrence has taken place which is liable to adversely
                  materially affect the Pledgor's financial ability and the Bank
                  gave the Pledgor a written notice promptly after being aware
                  of such occurrence;

         (i)      If the Pledgor falls behind in payment of any of the Secured
                  Sums for more than 7 (seven) days and the Pledgor will not pay
                  such sums within seven (7) additional days following the
                  receipt of a written notice to that extent from the Bank;

         (j)      If the Charged Property or any substantial part thereof is
                  destroyed, consumed by fire or is lost and such property is
                  not insured as provided in this Debenture;

         (k)      If there is a decrease in the number of the Pledgor's
                  shareholders or the number of members constituting the Pledgor
                  falls below the minimum number required by law;

         (l)      If, in the absolute discretion of the Bank and in its sole
                  estimation, a material deterioration has occurred, in the
                  value of the collateral security for the payment of the
                  Secured Sums except if such deterioration is caused due to
                  reasonable use or reasonable depreciation, or in the ability
                  to pay of any of the guarantors of the Pledgor including in
                  the event of a bankruptcy, provided that in any of the above
                  cases the Bank provided the Pledgor with prior written notice
                  of 10 days;

         (m)      If the Pledgor shall be required to make early repayment of
                  debts which it owes to other creditors and the Bank demanded
                  immediate payment upon being aware of such repayment;


                                       7
<PAGE>   8

         (n)      If the Pledgor is in breach of its undertaking to furnish the
                  Bank with documents and information concerning the condition
                  of the Pledgor's business provided under section 7(h) above.


RIGHTS OF THE BANK

19.      (a)      If at any time the Bank shall be entitled to demand the
                  immediate payment of the Secured Sums as provided in Section
                  18 above the Bank shall have the right of possession, lien,
                  set-off and charge over any amounts, assets and rights
                  including securities, coins, gold, banknotes, documents in
                  respect of goods, insurance policies, Bills, assignments of
                  rights, deposits, collaterals and their countervalue, in the
                  possession of or under the control of the Bank at any time for
                  or on behalf of the Pledgor, including such as have been
                  delivered for collection, as security, for safe-keeping or
                  otherwise. The Bank shall be entitled to retain the said
                  assets until payment in full of the Secured Sums or to realise
                  them by selling them and applying the countervalue thereof in
                  whole or in part in payment of the Secured Sums.

                  In the event that sums capable of being applied to the Secured
                  Sums are deposited in a currency other than that of the
                  Secured Sums, the Pledgor hereby gives to the Bank in advance
                  irrevocable instructions and authority to convert such sums
                  into the currency of the Secured Sums at the rate of exchange
                  prevailing at the Bank and to apply the proceeds, after
                  deduction of any taxes, charges or commissions to the Secured
                  Sums.

         (b)      Without derogating from the Bank's right of lien in accordance
                  with sub-clause 19(a) above, the Bank may at any time, with
                  respect to any amount of the Secured Sums which have become
                  due and not been paid by the Pledgor (the "Backlog Amount")
                  but shall not be obliged:

                  (i)      To apply to any amounts owed by the Pledgor on
                           account of the Secured Sums, any amounts owed to the
                           Pledgor by the Bank in any account in Israeli
                           currency or in foreign currency or in any manner or
                           for any reason, even before the maturity of the
                           amounts owed to the Pledgor by the Bank as aforesaid
                           which are to be applied but where deposits in savings
                           schemes are to be applied, they shall not be applied
                           prior to the date the Pledgor could have required
                           early repayment of such deposits.

                  (ii)     To purchase for the Pledgor's account, any amount in
                           foreign currency which may be required for payment of
                           any of the Secured Sums or to sell any foreign
                           currency standing to the Pledgor's credit at the Bank
                           and to apply the proceeds to the payment of any of
                           the Secured Sums.

                  (iii)    To debit any of the Pledgor's accounts with any of
                           the Secured Sums. However, if the state of any
                           account does not allow it to be debited by the Bank
                           in order to effect final payment of any amount, the
                           Bank may refrain from so doing, and if the Bank has
                           acted accordingly, the Bank may reverse any such
                           debit and treat any amount the debit of which was
                           reversed as an unpaid amount on account of the
                           Secured Sums and accordingly to take whatever action
                           it sees fit pursuant to the provisions hereof.

                  (iv)     In any event, the Bank may effect set-off without any
                           prior notice. However, in the following cases, the
                           Bank may effect such set-off by giving the Pledgor 10
                           (ten) days' notice prior to effecting such set-off.

                           (1)      In case of applying any amounts prior to
                                    their maturity.


                                       8
<PAGE>   9

                           (2)      In case of applying any time deposit which
                                    but for such application would have been
                                    automatically extended or renewed, so that
                                    certain rights or benefits would have
                                    accrued to the Pledgor.

                           (1)      Notwithstanding sub-clause 19(b)(iv)(1)
                                    above, if the delay in effecting such
                                    application might be detrimental to the Bank
                                    or affect any of its rights, such
                                    application may be made immediately.
                                    Moreover, where notice has been sent to the
                                    Pledgor and in the course of the 10-day
                                    period an attachment order or notice of a
                                    receiving order for the Pledgor's assets is
                                    received or a similar event occurs, such
                                    application may be made immediately.

                  (v)      Without derogating from the rest of this Debenture,
                           in any event in which the Bank utilizes its rights
                           under this Section 19(b), it shall notify the Pledgor
                           in writing of such utilization promptly after doing
                           so.

         (c)      The Pledgor hereby declares that it is aware of the fact that
                  in such cases where the Bank may use its rights of set-off
                  prior to the maturity of any deposit of the Pledgor or any
                  part thereof, the Pledgor's rights in connection with the
                  relative deposit may be affected (for example in relating to
                  interest rates, linkage differences, exchange differences,
                  rights to bonuses or loans, tax exemptions or reductions and
                  deductions at source, if according to the terms governing any
                  such deposit the Pledgor had such rights). The Pledgor shall
                  bear all the usual costs and charges resulting from making any
                  such set-off.

         (d)      Any purchase or sale under sub-clause 19(b)(i) above, shall be
                  effected at the rate of exchange prevailing at the Bank, out
                  of the amounts in Israeli currency or foreign currency, as the
                  case may be, standing to the Pledgor's credit at the Bank, or
                  which may be obtained by realising collaterals given or which
                  may have been given by the Pledgor to the Bank.

         The terms "the rate of exchange prevailing at the Bank" shall
                  mean, with respect to any purchase of foreign currency for the
                  Pledgor's account, the highest rate for cheques and transfers
                  at which the Bank at any relevant time generally sells to its
                  customers the relevant foreign currency against Israeli
                  currency, in addition to any conversion charge, tax, levy,
                  compulsory payments or any other similar payments; and with
                  respect to any sale of foreign currency from the Pledgor's
                  account, the lowest rate for cheques and transfers at which
                  the Bank at any relevant time generally purchases from its
                  customers the relevant foreign currency against Israeli
                  currency, after deducting any conversion charge, tax, levy,
                  compulsory payments or any other similar payments.

20.      The Bank may at any time with respect to the Backlog Amount debit any
         of the Pledgor's accounts with any sums howsoever due and becoming due
         from the Pledgor and apply any sums received from or for the Pledgor to
         whichever of the Pledgor's account it may see fit and to transfer any
         amount standing to the Pledgor's credit to any other account of the
         Pledgor as it may see fit.

21.      The Pledgor confirms that the Bank's books, accounts and entries shall
         be binding upon the Pledgor, shall be deemed to be correct and shall
         serve as prima facie evidence in all their particulars, including all
         reference to the computation of the Secured Sums, the particulars of
         the Bills, guarantees and other collateral securities and any other
         matter related hereto.

22.      Without derogating from the other provisions contained in this
         Debenture, any waiver, extension, concession, acquiescence or
         forbearance (hereinafter: "waiver") on the Bank's part as to the
         non-performance, partial performance or incorrect performance of any of
         the Pledgor's obligations pursuant to this Debenture, such waiver shall
         not be treated as a waiver on the part of


                                       9
<PAGE>   10

         the Bank of any rights but as a limited consent given in respect of the
         specific instance. Any waiver granted by the Bank to any party to any
         Bill held by the Bank as collateral for the Secured Sums shall in no
         way or manner affect any of the Pledgor's obligations.

23.      (a)      In the event that to the Bank is entitled to demand an
                  immediate payment of the Secured Sums under any of the events
                  enumerated in Section 18 hereof, the Bank shall be entitled to
                  notify the Pledgor of the crystallisation immediately or on a
                  date specified by the Bank of the floating charge over the
                  Charged Property or any part thereof and to adopt all the
                  measures it deems fit in order to recover the Secured Sums and
                  realise all of its rights hereunder, including the realisation
                  of the Charged Property, in whole or in part, and to apply the
                  proceeds thereof to the Secured Sums without the Bank first
                  being required to realise any other guarantees or collateral
                  securities, if such be held by the Bank.

         (b)      Should the Bank decide to realise securities, Bills and other
                  negotiable instruments, then 5 days' advance written notice
                  regarding the steps that the Bank intends to take shall be
                  deemed to be reasonable advance notice for the purpose of
                  Section 19(b) of the Pledges law, 5727-1967 or any other
                  statutory provisions in substitution therefor.

         (c)      The Bank may, as attorney-in-fact of the Pledgor (and, for the
                  purpose hereof, the Pledgor irrevocably appoints the Bank to
                  be its attorney-in-fact), sell all or any of the Charged
                  Property by public auction or otherwise, by itself or through
                  others, for cash or instalments thereof or otherwise, at a
                  price and on such terms as the Bank in its absolute discretion
                  shall deem fit, and likewise the Bank may of its own accord or
                  through the court or an execution office, realise the Charged
                  Property or any other property, inter alia, by appointing a
                  receiver or receiver and manager on behalf of the Bank, who
                  shall be empowered, inter alia:

                  (1)      to call in all or any part of the Charged Property.

                  (2)      to carry on or to participate in the management of
                           the business of the Pledgor, as they see fit.

                  (3)      to sell or agree to the sale of the Charged Property,
                           in whole or in part, to dispose of same or agree to
                           dispose of same in such other manner on such terms as
                           they deem fit.

                  (4)      to make such other arrangement regarding the Charged
                           Property or any part thereof as they deem fit.

         (d)      All income to be received by the receiver or the receiver and
                  manager from the Charged Property as well as any proceeds to
                  be received by the Bank and/or by the receiver or receiver and
                  manager from the sale of the Charged Property or any part
                  thereof shall be applied in the following order:

                  (1)      firstly, to the discharge of all the costs and
                           expenses incurred and which may be incurred in
                           connection with the collection of the Secured Sums,
                           including the costs and remuneration of the receiver
                           or the receiver and manager in such amount as shall
                           be prescribed by the Bank or approved by the court or
                           the execution office;

                  (2)      secondly, to the discharge of the Secured Sums
                           becoming due to the Bank by reason of any terms of
                           linkage or on account of interest, damages,
                           commissions, fees, charges and expenses due and
                           becoming due to the Bank pursuant to this Debenture;

                  (3)      thirdly, to the discharge of the principal amount of
                           the Secured Sums;


                                       10
<PAGE>   11

                           or in such order of appropriation as the Bank shall
                           determine.

24.      Should the payment date of the Secured Sums or any part thereof not yet
         have fallen due at the time of the sale of the Charged Property, or the
         Secured Sums be due to the Bank contingently only, then the Bank shall
         be entitled to recover out of the proceeds of the sale an amount
         sufficient to cover the Secured Sums and the amount so recovered and
         yet to be appropriated to the discharge of the amounts mentioned in
         Clause 24(d) above shall be charged to the Bank as security for, and be
         held by the Bank until the discharge in full of, the Secured Sums.


NATURE OF THE COLLATERAL SECURITY

25.      The collateral securities which have been or may be given to the Bank
         under this Debenture shall be continuing and revolving securities and
         shall remain in force until the Bank certifies in writing that this
         Debenture is null and void. The Bank shall provide the Pledgor such
         certification upon the full payment of the Secured Sums.

26.      All collateral securities and guarantees which have been or may be
         given to the Bank for payment of the Secured Sums shall be independent
         of one another.

27.      The nature and effect of the collateral securities to which this
         Debenture is applicable shall not be affected nor shall the validity of
         any of the securities and obligations of the Pledgor hereunder be
         impaired or affected by any compromise, concession, granting of time or
         other like release consented to by the Bank with respect to the Pledgor
         or by any variation in the Pledgor's obligations towards the Bank in
         connection with the Secured Sums or by any release or waiver by the
         Bank of any other collateral security or guarantees.

28.      The Bank may deposit all or any of the collaterals given or which may
         be given pursuant to this Debenture with a bailee of its own choosing,
         at its discretion and at the Pledgor's expense, and may substitute such
         bailee with another from time to time. The Bank may register all or any
         of such collaterals with any competent authority in accordance with any
         law and/or in any public register.


RIGHT OF ASSIGNMENT

29.      The Bank may at any time, at its own discretion and without the
         Pledgor's consent being required, assign this Debenture and its rights
         arising thereunder, including the collaterals in whole or in part to a
         bank institution which is under its control and any such assignee may
         also reassign to the Bank the said rights without any further consent
         being required from the Pledgor. Such assignment may be effected by
         endorsement on this Debenture or in any other way the Bank or any
         permitted subsequent assignor deems fit. The Bank and above assignee
         may not transfer or assign this Debenture or any of the rights
         thereunder, except as provided in this Section 29.


NOTICE OF OBJECTION

30.      The Pledgor undertakes to notify the Bank in writing of any objection
         or contention it may have regarding any statement of account, extract
         thereof, certificate or notice received by it from the Bank including
         information received through any automatic terminal facility. Where no
         such objection or contention is received by the Bank within 21 days of
         the despatch of such statement of account, extract, certificate or
         notice then the Pledgor will be deemed to have confirmed the
         correctness thereof.


                                       11
<PAGE>   12

EXPENSES

31.      All the expenses in connection with this Debenture as detailed in the
         Bank's scale of charges, as in force from time to time, including the
         fee for preparing credit and security documents, the stamping and
         registration of documents, and all and any expenses involved in the
         realisation of the collateral security and institution of proceedings
         for collection (including the fees of the Bank's lawyers), insurance,
         safe-keeping, maintenance and repair of the Charged Property - shall be
         paid by the Pledgor to the Bank on its first demand, together with
         Interest at the Maximum Rate from the date demand was made until
         payment in full, and until payment in full, all the above expenses
         together with interest thereon shall be secured by this Debenture. The
         Bank may debit the Pledgor with the aforesaid expenses, together with
         interest thereon. The Bank shall not be entitled to any fees (including
         Bank's lawyers fees) regarding the preparation of this Debenture.


INTERPRETATION

32.      In this Debenture - (a) the singular includes the plural and vice
         versa; (b) the masculine gender includes the feminine gender and vice
         versa; (c) "Bank" means:- Bank Hapoalim B.M. and any of its branches
         existing on the date hereof and/or to be subsequently opened, wherever
         they may be, its permitted assigns and successors in accordance with
         Section 29 above, or attorneys-in-; (d) "Bills" means: promissory
         notes, bills of exchange, cheques, undertakings, guarantees, sureties,
         assignments, bills of lading, deposit notes and any other negotiable
         instruments; (e) "Interest at the Maximum Rate" means: interest at the
         maximum rate prevailing at the Bank at the time and from time to time
         for excess debit balances and arrears in revolving debitory accounts or
         in current account, whichever is the higher; (f) "Structural Change"
         means with respect to the Pledgor, any merger or divestiture (within
         the meaning of these terms in Part E-2 of the Income Tax Ordinance or
         any other statutory provision in substitution therefor) as well as any
         transfer of assets in return for shares, irrespective of whether
         according to the aforesaid Part E-2 or otherwise; (g) the headings are
         only indicative and are not to be used in construing this Debenture;
         (h) the recitals hereto form an integral part hereof.


NOTICES AND WARNINGS

33.      Any notice sent by the Bank to the Pledgor or by the Pledgor to the
         Bank by registered mail to the address first above given or to the
         address of such party's registered office or to such other address as
         the Pledgor or the Bank, respectfully, shall notify the other party in
         writing, shall be deemed to be sufficient notice received by the
         Pledgor and/or the Bank, as the case may be, within 72 hours from the
         time of despatch of the letter containing the notice. A written
         statement by the Bank or the Pledgor, as the case may be, shall serve
         as conclusive evidence regarding the time of despatch of such notice.
         Any notice given to the Pledgor and/or the Bank by any other method
         shall be deemed to have been received by it at the time it is given.




GOVERNING LAW AND PLACE OF JURISDICTION

34.      (a)      This Debenture shall be construed in accordance with the laws
                  of the State of Israel.

(b)      The exclusive place of jurisdiction for the purpose of this Debenture
         is hereby established as the competent court of law in Israel situated
         in the city of Tel Aviv-Jaffa.


SPECIAL PROVISIONS


                                       12
<PAGE>   13

35.      This Debenture shall not derogate from any right of the Pledgor under
         Section 169(d) to the Companies Ordinance [New Version] 1983.


IN WITNESS WHEREOF THE PLEDGOR HAS SIGNED



________________________________________
DEALTIME.COM LTD.


                                       13