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                                                                   EXHIBIT 10.11


                        TRANSLATION FROM THE HEBREW
                                                                 Lease Agreement
                                                                  Beit Hacrystal

                        UNPROTECTED LEASE AGREEMENT

               Made and signed in Bnei-Brak on December 31, 1999

                                 By and between:

               Nichsei Crystal Lemischar (Ramat-Gan)
               (Private Company Registration No. 51-036459-9)
               A private company duly registered in Israel
               Whose address for the purpose of this agreement is
               at 12, Hachilazon St., Ramat-Gan.

                                               (hereinafter: the "Lessor")
                                                        of the first part
                                      And:

               XACCT Technologies (1997) Ltd.
               (Private Company Registration No. 51-249311-5)
               Whose address for the purpose of this agreement is
               at 31, Halehi Street, Bnei Brak

                                               (hereinafter: the "Lessee")
                                                        of the other part

Whereas        the Lessor is the registered owner of the property known as
               Parcel No. 365 in Block No. 6109, situated at 12, Hachilazon
               Street, Ramat Gan, covering a registered area of approximately
               2,852 sq.m. gross (hereinafter: the "Lot"); and

Whereas        the Lessor has built on the Lot, inter alia, a project
               consisting of an 8-10 floor office building, a commercial level
               and a gallery, with four basement levels, covering a total area
               of circa 9,500 sq.m. for office use, circa 1,000 sq.m. for
               commercial use and circa 12,000 sq.m. basements, the basement
               levels primarily to

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                                       2

               consist of an underground parking lot and approximately 1,200
               sq.m. technical space (hereinafter: the "Building"); and

Whereas        the Lessor is, accordingly, also the holder and owner of a
               Building unit on the second floor above the ground floor facing
               north-east covering approximately 455 sq.m. gross (including a
               pro rata share in the common property) (hereinafter: the
               "Second-Floor Leasehold"), as well as a unit covering the entire
               area of the third floor above the ground floor covering
               approximately 1,200 sq.m. gross (including a pro rata share in
               the common property) (hereinafter: the "Third-Floor Leasehold"),
               all as marked in the area encircled by red in the attached
               diagram (hereinafter: the "Diagram"), marked A, constituting an
               inseparable part hereof (the Second-Floor Leasehold and the
               Third-Floor Leasehold shall hereinafter be referred to as: the
               "Leasehold"); and

Whereas        the Lessee wishes to lease the Leasehold under unprotected
               lease pursuant to the Tenants Protection Law (Combined Version)
               5732-1972 (hereinafter: the "Law") or any other law; and

Whereas        the Lessor wishes to lease the Leasehold under an unprotected
               lease pursuant to the Tenants Protection Law (Combined Version),
               5732-1972, or any other law;

NOW, THEREFORE, IT IS AGREED AND STIPULATED BY AND BETWEEN THE PARTIES AS
FOLLOWS:

1. PREAMBLE, APPENDIXES AND HEADINGS:

         1.1      The Preamble hereto constitutes an inseparable part hereof.

         1.2      The appendixes hereto constitute an inseparable part hereof
                  and shall be deemed as the provisions hereof.

         1.3      The headings herein are for convenience only and shall not be
                  used for the interpretation of the contents thereof.

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                                       3

2.       PARTIES' DECLARATIONS

         2.1      The Lessor hereby declares that it is the sole holder and
                  Owner of the Leasehold, that it is authorized to lease the
                  Leasehold to the Lessee and that there is no impediment of
                  whatever nature to leasing the Leasehold to the Lessee.

         2.2      The Lessee hereby declares that it has viewed and examined the
                  Leasehold, that following such examination it has found same
                  fit for its purposes and objectives and that it waives any
                  contention with respect to defect, the right to cancel the
                  transaction due to a defect or incompatibility with respect to
                  the Leasehold other than hidden defect, with respect to the
                  location of the Leasehold and the identification thereof, and
                  it agrees to accept the Leasehold in its condition on the date
                  of entering into this Agreement, subject to the completions
                  pursuant to the plans and technical specification attached
                  hereto.

3.       TRANSACTION AND TERM THEREOF

         3.1      The original term of lease

                  The Lessor hereby leases the Leasehold to the Lessee and the
                  Lessee hereby leases the Leasehold from the Lessor for a lease
                  term commencing no later than 60 days as of the date of
                  delivery of the Third-Floor Leasehold's interior plans by the
                  Lessee and no later than 75 days as of the date of delivery of
                  the Second-Floor Leasehold's interior plans and ending three
                  years as of the commencement of the lease of the Second-Floor
                  Leasehold (hereinafter: the "Original Term of Lease"). The
                  Lessee shall deliver complete and adapted interior plans no
                  later than 30 days following the date of signature hereof. It
                  is agreed that a delay by the Lessor in handing over the
                  Leasehold of up to 14 days vis-a-vis the said dates shall not
                  constitute a breach.

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         3.2      Option

                  3.2.1    The Lessee is hereby granted an optional right
                           (option) to extend the Original Term of Lease for
                           three additional years as of the end of the Original
                           Term of Lease (hereinafter: the "First Option Term"),
                           subject to giving the Lessor a 90-days prior written
                           notice before the end of the Original Term of Lease
                           of its wish to exercise the option, and subject
                           further to the provisions of sub-clause 3.2.2.

                  3.2.2    The right to extend the Lease Agreement as aforesaid
                           shall be subject to the Lessee's fulfillment of all
                           the provisions hereof throughout the Original Term of
                           Lease, including payment of the rent applicable to it
                           hereunder with respect thereto, as well as full and
                           timely fulfillment of all its other obligations. It
                           is agreed that all the provisions hereof pertaining
                           to the Original Term of Lease shall also apply during
                           the First Option Term, subject to the changes herein
                           set out.

         3.3      Shortening the Original Term of Lease

                  3.3.1    The Lessee declares that it is aware that the
                           duration of the Original Term of Lease is a
                           fundamental provision hereof and hence the Lessee
                           shall not be entitled to shorten the Original Term of
                           Lease without the Lessor's prior written approval.
                           Should the Lessee leave the Leasehold prior to the
                           end of the Original Term of Lease, for whatever
                           reason, without the Lessor's prior written approval,
                           the Lessee shall continue paying the full rent for
                           the Leasehold hereunder to the Lessor, up to the end
                           of the Original Term of Lease.

                  3.3.2    The provisions hereof shall also apply to the
                           management fee payable by the Lessee to the
                           management company as

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                           hereinafter specified, as well as all other financial
                           obligations payable by it pursuant to this Agreement,
                           solong as the duty to pay rent applies to the Lessee.

                  3.3.3    Notwithstanding the foregoing the Lessee may find an
                           alternative lessee or a sub-lessee under the same
                           terms, provided that such alternative or sub-lessee
                           shall be acceptable to the Lessor and shall furnish
                           sureties to the Lessor's full satisfaction. The
                           Lessor shall not unreasonably withhold its consent
                           with respect to such alternative or sub-lessee.

4.       RENT AND ADDITIONAL PAYMENTS

         4.1      Rent during the Original Term of Lease and date of payment:

                  In consideration for the rights to lease the Leasehold during
                  the Original Term of Lease, the Lessee undertakes to pay rent
                  to the Lessor in the amounts and installments as follows:

                  4.1.1    The rent for each month during the Original Term of
                           Lease shall be as follows:

                           a.       For the  Third-Floor  Leasehold - the amount
                                    of NIS 97,344 (agreed  representative  rate
                                    - NIS 4.16 per one American dollar x $19.5
                                    x 1200 sq.m.) per month, plus VAT at law.

                           b.       For the Second-Floor  Leasehold - the amount
                                    of NIS 36,910 (agreed  representative  rate
                                    - NIS 4.16 per one American dollar x $19.5
                                    x 455 sq.m.) per month, plus VAT at law.

                                    The rent for the Third-Floor Leasehold
                                    together with the rent for the Second-Floor
                                    Leasehold shall hereinafter be referred to
                                    as: the "Rent").

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                                       6

                  4.1.2    The parties agree that the Rent shall be linked to
                           the Consumer Price Index (hereinafter: the "Linkage
                           Differences") as follows:

                           Index differences shall be added to each payment
                           (hereinafter: the "Differences") so that where it is
                           clarified that the new index exceeds the basic index
                           in respect of any payment on account of the Rent, the
                           Lessee shall pay an increment on the Rent to the
                           Lessee at the rate equivalent to the increase of the
                           new index vis-a-vis the basic index, the Linkage
                           Differences increment being paid together with each
                           payment on account of the Rent.

                           In this Agreement:

                           "Index" - means the Consumer Price Index (including
                           vegetables and fruits, without neutralizing any of
                           the index components) that is published monthly by
                           the Central Bureau of Statistics or any other entity
                           superseding same, or any other index published in its
                           place (subject to the ratio between such indexes).
                           It is agreed that the basic index means the index for
                           November 1999 published on December 15, 1999.

                           "New Index" - the Consumer Price Index last published
                           prior to the actual payment of any of the Rent
                           payments.

                  4.1.3    Linkage Differences, as aforesaid, shall be added to
                           each payment. In addition to the Linkage Differences,
                           the Lessee shall pay VAT at its present rate under
                           law on the actual date of payment to the Lessor,
                           against receipt of tax invoice at law, by means of a
                           postdated check for the date such VAT is payable by
                           the Lessor.

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                                      7

                  4.1.4    The Rent for the Original Term of Lease shall be paid
                           on the following dates:

                           a.       On the date of signature hereof the Lessee
                                    shall pay Rent to the Lessor for 9 months in
                                    advance (NIS 402,756 with the addition of
                                    VAT at law).

                           b.       The balance of the Rent, together with the
                                    Linkage Differences and the VAT at law,
                                    shall be paid by the Lessee to the Lessor in
                                    consecutive equal quarterly installments on
                                    the first of the Gregorian month following
                                    three months from the commencement of the
                                    Lease, and every three Gregorian months up
                                    to the end of the Lease.

                  4.1.5    Full and timely payment of the Rent or any other
                           payment applicable to the Lessee hereunder, is a
                           fundamental provision hereof, and failure to timely
                           settle any payment shall be deemed as a fundamental
                           breach hereof by the Lessee, and shall grant the
                           Lessor all the relief hereunder and pursuant to the
                           Law, including the right to claim removal of the
                           Lessee from the Leasehold immediately after the delay
                           in payment provided that any delay of up to 5 working
                           days shall [handwritten: "not" (-signed-),(-stamped &
                           signed-)] constitute a fundamental breach of this
                           Agreement.

                  4.1.6    In addition to the Leasehold, the Lessee hereby
                           leases from the Lessor the right to use 5 reserved
                           parking places and 50 non-reserved parking places.

                  4.1.7    In consideration for the right to use the parking
                           places, the Lessee shall pay the Lessor monthly
                           amounts as follows:

                           a.       For the monthly right to use 5 reserved
                                    parking places - the amount of NIS 2,808
                                    (agreed

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                                       8

                                    representative rate of NIS 4.16 per
                                    one American dollar x 5 x 135$) with the
                                    addition of VAT and Linkage Differences.

                           b.       For the monthly right to use 50 non-reserved
                                    parking places - the amount of NIS 20,800
                                    (agreed representative rate of NIS 4.16 per
                                    one American dollar x 50 x 100$) with the
                                    addition of VAT and Linkage Differences.

                           c.       The Rent for the use of the parking  places
                                    is in addition to the Rent for the
                                    Leasehold and shall be paid jointly, on the
                                    date of each payment on account of the Rent.

                  4.1.8    The Lessee is hereby granted the option to lease at
                           least 30 more non-reserved parking places during the
                           Term of Lease at $100 (to be converted into New
                           Shekels on the date of exercising the option, linked
                           to the index) per parking place, with the addition of
                           VAT and Linkage Differences.

                  4.1.9    To remove any doubts, it is hereby clarified that the
                           Lessor shall pay the municipal property tax for the
                           parking lot.

         4.2      The Rent during the First Option Term shall increase by 10%
                  as follows:

                  4.2.1    The Rent during the First Option Term shall be NIS
                           147,680 per month ($35,000 at the agreed
                           representative rate of NIS 4.16 per American dollar)
                           with the addition of VAT at law, linked as of the
                           date of the basic index.

                  4.2.2    All the provisions of this Agreement with respect to
                           the Original Term of Lease, including, without
                           derogating from the generality of the aforesaid, the
                           manner of linkage

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                                       9

                           of the basic monthly Rent during the Option Term to
                           the index, the addition of VAT and the date of
                           payment of the Rent, shall fully apply to the Option
                           Term, respectively.

         4.3      Taxes and obligatory payments

                  4.3.1    The Lessee shall pay all taxes and obligatory
                           payments applicable to the holder of a Leasehold and,
                           inter alia, shall bear payments of general rates,
                           business tax, sign fees, electricity, water,
                           telephone (including permanent usage fees), payment
                           to the management and services company and all other
                           and/or additional current expenses with respect to
                           current maintenance of the Leasehold, as of the date
                           of accepting possession in the Leasehold.

                  4.3.2    The Lessee declares that it is aware that a
                           management and services company is and/or shall be in
                           operation in the Building for the purpose of
                           providing maintenance, operation, repair and upkeep
                           services of the Building, its facilities and the
                           common property therein, including gardening,
                           lighting, air-conditioning, operation of elevators,
                           guarding the Building, etc.
                           The Lessee undertakes to fully and timely effect, as
                           provided herein and/or in the management agreement,
                           all the payments payable to the management company
                           and/or the Lessor in consideration for the
                           management services.

         4.4      Stamping

                  Stamping fees with respect to this Agreement, if necessary,
                  apply to the Lessee and be fully borne by it.

         4.5      Effecting an obligatory payment by the Lessor

                  4.5.1    Should the Lessee fail to timely effect any of the
                           payments applicable to it pursuant to the provisions
                           of clause 4

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                           herein (including all sub-clauses thereof) the Lessor
                           may pay in such event any such payment in place of
                           the Lessee and the Lessee shall have to refund same
                           to the Lessor upon the Lessor's first demand.

                           To remove any doubts it is hereby clarified that
                           nothing in the foregoing shall constitute an
                           undertaking by the Lessor to make any payment in
                           place or on behalf of the Lessee.

                  4.5.2    In the event that any of the parties makes any
                           payment in place of the other party or on its behalf,
                           as aforesaid, the other party shall refund any such
                           payment to the paying party immediately upon demand
                           and any such payment shall be subject to the
                           provisions of clause 9.1 hereinbelow.

5.       TERMS OF LEASE

         5.1      Changes to the Leasehold

                  5.1.1    The Lessee may perform interior changes to the
                           Leasehold at its expense solely pursuant to a plan to
                           be submitted to the Lessor for its prior written
                           approval. The Lessee shall not make any changes to
                           the Leasehold which are not interior changes nor
                           shall it make any changes relating to the Building's
                           construction or systems (including air- conditioning,
                           plumbing, elevators systems and so forth).

                  5.1.2    The Lessor shall not unreasonably withhold its
                           approval to the Lessee with respect to planning the
                           interior of the Leasehold as the Lessee deems fit,
                           and for this purpose to make changes in the Leasehold
                           (other than prohibited changes as aforesaid), subject
                           to the approval of the management company which shall
                           not unreasonably withhold such approval.

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                  5.1.3    In the event that the Lessee violates its foregoing
                           undertaking, the Lessor shall be entitled to restore
                           the Leasehold to its former condition at the Lessee's
                           expense.

                  5.1.4    The Lessee undertakes to perform the completions
                           and/or changes, if any, to the best of its ability,
                           prudently, without causing any damage to the
                           Leasehold and/or the Building, in compliance with the
                           management company's instructions, if any, with
                           respect to the manner of performing the works.

                           The Lessee shall bear any direct or indirect damages
                           and the consequences thereof caused to the Leasehold
                           or the Building due to performing the completions
                           and/or arising from such type of changes in the
                           Leasehold.

         5.2      Signs and telephones

                  The Lessee may not install any sign on the exterior space of
                  the Leasehold. Signs shall only be installed at the spots
                  designated therefor, after obtaining the prior written
                  approval of the management company and the Lessor, both with
                  respect to the actual placement of the sign, and the size and
                  shape thereof.

                  The Lessor has no objection to the Lessee installing telephone
                  lines in the Leasehold, at its expense.

         5.3      Orderly maintenance and Lessor's inspection

                  5.3.1    The Lessee hereby undertakes to look after the
                           Leasehold and everything attached therein by the
                           Lessor and/or by the Lessee throughout the Original
                           Term of Lease, and to upkeep the Leasehold and
                           procure the orderly maintenance thereof.

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                  5.3.2    Any failure or damage caused by the Lessee, its
                           employees, agents, or visitors, other than damage due
                           to reasonable wear, shall be repaired by the Lessee
                           within a reasonable period of time, at its expense.
                           Any failure that is the fault of the Lessor shall be
                           repaired by the Lessor within a reasonable period of
                           time.

                  5.3.3    Should the Lessee fail to repair such damages and
                           failures within a reasonable period of time, taking
                           into account the type of repair, after notice has
                           been given and which the Lessee has failed to rectify
                           within 7 days, the Lessor may, however, is not
                           obligated to, repair same and the Lessee shall bear
                           all the expenses of the repairs made by the Lessor.

                  5.3.4    The Lessee shall make any payment to the Lessor
                           pursuant to sub-clause 5.3.3 above within 7 days from
                           the date on which the invoice for the repairs has
                           been submitted to it, and any such payment shall be
                           subject to the provisions of sub-clause 9.1 hereof.

                  5.3.5    The Lessee hereby undertakes to permit the Lessor,
                           its employees and agents, to enter the Leasehold at
                           reasonable times, after prior coordination, in the
                           course of the Original Term of Lease, to examine the
                           condition of the Leasehold and to perform any
                           maintenance works therein.

                  5.3.6    The Lessor, its employees and agents may further
                           enter the Leasehold at reasonable times, subject to
                           prior coordination, in the course of the last six
                           months of the lease, to show same to prospective
                           purchasers or lessees.

                  5.3.7    The Lessor's duty to coordinate entry into the
                           Leasehold in advance as aforesaid shall not apply to
                           emergencies such as fire, flood, and so forth
                           requiring immediate entry into the Leasehold.

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         5.4      Prohibited uses

                  5.4.1    The Lessee may only use the Leasehold for the purpose
                           of hi-tech and offices and not for any other purpose.

                  5.4.2    Without derogating from the foregoing in sub-clause
                           5.4.1 above, the Lessee may not:

                           a)       Perform in the Leasehold any work making
                                    unreasonable noise or spreading smoke,
                                    odors, pollution etc.

                           b)       Use the Leasehold for purposes which are
                                    prohibited under any law.

                  5.4.3    In the event that the use under the purpose of the
                           lease requires a license under law, the Lessee
                           undertakes to obtain such license.

                           The Lessee shall bear any liability with respect to
                           managing a business in the Building without a license
                           where a license is necessary.

         5.5      Renovation of the Leasehold

                  5.5.1    To remove any doubt, it is hereby clarified that any
                           renovations performed in the Building (including
                           renovations made in whole or in part by and at the
                           Lessee's expense) shall be the exclusive property and
                           ownership of the Lessor and the Lessee shall not be
                           entitled to any compensation or indemnification due
                           to such renovations, and the Lessee shall deliver
                           possession in the Leasehold to the Lessor upon
                           completion of the Term of Lease, the property being
                           clean and tidy, including all renovations and
                           improvements made in the property.

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                                       14

                  5.5.2    Without derogating from the generality of the
                           foregoing with respect to the Lessee's obligations
                           relating to the use of the Leasehold and the
                           operation thereof, it is hereby expressly agreed and
                           stipulated by the parties that the Lessee shall be
                           exclusively responsible for obtaining all approvals,
                           permits, and licenses necessary for operating its
                           business in the Leasehold under the provisions of any
                           law, including a business license, a sign license and
                           any other license or permit required for the purpose
                           of performing the renovations.

6.       DAMAGES TO THIRD PARTIES AND INSURANCE

         6.1      Without derogating from the Lessee's liability under this
                  Agreement and/or under any law, the Lessee hereby undertakes
                  to issue the following insurance policies at its expense:

                  The Lessor shall not bear any liability whatever for damage
                  caused to the Lessee's body or property, to its employees,
                  customers, visitors, invitees or any third party, including
                  tenants adjacent to the Leasehold, caused in consequence of or
                  due to the use of the Leasehold by the Lessee or anyone on its
                  behalf.

                  The Lessee undertakes to indemnify the Lessor for any amount
                  the Lessor is obligated to pay as aforesaid, if any, including
                  any ancillary expense, such as the cost of legal proceedings.
                  (Handwritten: [-Stamped & Signed-] On the other hand, the
                  Lessor undertakes to notify the Lessee of any such demand
                  within 7 days of the date it learned thereof, so as to enable
                  it to defend against same.)

                  INSURING THE CONTENTS OF THE LEASEHOLD

                  6.1.1    The Lessee undertakes to insure the contents of the
                           Leasehold and, without derogating from the generality
                           of

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                                       15

                           the foregoing, the furniture, the equipment,
                           facilities and inventory therein, as well as any
                           change, improvements, renovation and additions to the
                           Leasehold made and/or to be made in the Leasehold by
                           the Lessee and/or on its behalf, of whatever nature,
                           all the foregoing being at restoration value against
                           loss or damage due to risks of fire, explosion,
                           earthquake, riots, strikes, malicious damage, storm,
                           tempest, flood, water damages, electrical damages,
                           burglary and robbery, injury by aircraft, supersonic
                           explosion and collision.

                  6.1.2    The Lessee undertakes to update the amounts of the
                           insurance, from time to time, so as to reflect at all
                           times the full value of the insured property as
                           aforesaid in sub-clause 5.1.1 above.

                  6.1.3    The Lessee  undertakes at all times that the policy
                           issued by it as aforesaid in sub-clause 6.1.1 above,
                           or any other policy issued by it, shall  incorporate
                           an express clause whereby the insurer expressly
                           waives any subrogation right vis-a-vis the Lessor,
                           and the  management  company and/or their
                           representatives.  Such waiver of  subrogation shall
                           also apply to the other  lessees/tenants  in the
                           Building  (provided  that the insurance policies of
                           the tenants' and the lessees' contents  incorporate
                           a clause with respect to waiver of indemnification
                           vis-a-vis all the lessees  and/or  tenants in the
                           Building)  and/or anyone on behalf of the  foregoing.
                           The  aforesaid respecting waiver of the subrogation
                           right  shall  not apply in the event of malicious
                           damage.

                           The Lessee hereby exempts the Lessor and the
                           management company and anyone acting on their behalf
                           from liability with respect to loss or damage for
                           which the Lessee is or should have been entitled for
                           indemnity under the policy to be issued as aforesaid.

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                                       16

                  EMPLOYERS AND THIRD PARTY

                  6.1.4    THIRD PARTY - the Lessee undertakes to issue a policy
                           covering  liability to third  parties  insuring the
                           Lessee's liability for bodily and/or property damage
                           of any person and/or entity arising from operating in
                           and/or in the vicinity of the Leasehold.
                           The insurance shall be for a limit of liability of no
                           less than the NIS equivalent of US$500,000 per event
                           per period.
                           The insurance shall be extended to indemnify the
                           Lessor for its liability to the Lessee's actions
                           and/or omissions subject to a cross liability clause
                           under which the insurance shall be deemed as if
                           issued separately for each of the insured's
                           individuals.

                           Such insurance shall not be subject to any limitation
                           on liabilities arising from fire, explosion, alarm,
                           lifting, loading and unloading devices, defective
                           sanitary devices, poisoning, any harmful substance in
                           drinks or foods, strikes and lockouts as well as a
                           subrogation claim on the part of the National
                           Insurance Institute.

                           EMPLOYERS' LIABILITY - the Lessee undertakes to issue
                           at its expense an employer's liability insurance
                           covering the Lessee's liability to its employees for
                           bodily damage arising from and while at work, in a
                           limit of liability of no less than the NIS equivalent
                           of US$5,000,000 per event per period.

                           The insurance shall be extended to indemnify the
                           Lessor for its liability to the Lessee's employees
                           where it is established that it is their employer.

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                                       17

                           Such insurance shall not include any limitation on
                           works at altitude and at depth, work hours,
                           contractors, sub- contractors and youth employment.

                  6.1.5    The policies  issued by the Lessee as  aforesaid  in
                           clause 6 hereof  shall be referred to as the
                           "Lessee's Policies".

                  CROSS LIABILITY

                  6.1.6    Furthermore, the Lessee hereby undertakes that any
                           third party and employer's insurance issued by it
                           hereunder shall be subject to a "cross liability"
                           clause under which the insurance shall be deemed as
                           if made separately for each of the insured's
                           individuals.

                  POLICIES IN EFFECT

                  6.1.7    The Lessee undertakes to fulfill all the terms of the
                           Lessee's Policies and to ensure timely payment of the
                           premiums.

                  INSURER'S APPROVAL

                  6.1.8    The Lessee shall present to the Lessor, no later than
                           30 days as of the signature hereof, an approval from
                           the insurance company stating that the Lessee's
                           policies were issued for the Lessee. Such approvals
                           shall be presented once every insurance year by the
                           Lessee without the Lessor's demand. It is hereby
                           expressly agreed that the presentation of such
                           approvals or presentation of the Lessee's Policies
                           and the examination thereof by the Lessor or anyone
                           on its behalf shall not constitute approval that the
                           Lessee's Policies or such approvals are in compliance
                           with the contents of the insurance clause and same
                           shall not derogate from the Lessee's responsibility
                           hereunder.

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                                       18

                  CANCELLATION OF POLICIES

                  6.1.9    It is further agreed that the Lessee's Policies shall
                           incorporate an express clause under which the
                           policies may not be canceled unless written notice
                           thereof is given by registered mail to the Lessor at
                           least 60 days in advance. (Handwritten: [-Stamped &
                           Signed-] Nothing in the foregoing shall derogate from
                           the Lessee's duty to procure alternative insurance.)

                  DAMAGE ARISING FROM RISKS

                  6.1.10   The Lessee hereby declares that it shall have no
                           claim and/or demand against the Lessor and the
                           management company and/or anyone acting on its behalf
                           due to damage arising from risks which the Lessee
                           undertook to insure as aforesaid in the above
                           clauses, and it exempts the Lessor and the management
                           company and/or anyone acting on their behalf from any
                           liability for such damages.

                           This clause is aimed at adding rather than derogating
                           from any other provision herein.

                           Breach of the insurance clause shall constitute a
                           fundamental breach of this Agreement.

         6.2      If and to the extent that funds are obtained from the
                  insurance company for damages to the Leasehold or the common
                  property, such funds shall be used at the first phase for
                  repairing the Leasehold or other assets in the Building, and
                  the balance thereof shall be transferred to the Lessee.

7.       VACATING THE LEASEHOLD AND RENOVATIONS THERETO

         7.1      Vacating the Leasehold

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                                       19

                  Subject to the provisions of sub-clause 3.3 above, the Lessee
                  undertakes to vacate the Leasehold at the end of the Original
                  Term of Lease or the Option Term or, in the event of
                  cancellation of the Agreement, prior to the end of the
                  Original Term of Lease, and return the same to the Lessor, it
                  being vacant of any person and chattel, in good, orderly and
                  serviceable condition, in the same condition as it was
                  received when it was first leased, other than reasonable
                  normal wear.

         7.2      Renovations to the Leasehold

                  7.2.1    45 days prior to returning the Leasehold by the
                           Lessee to the Lessor the Lessor shall conduct an
                           examination of the Leasehold. At such time a protocol
                           shall be recorded, specifying the list of repairs
                           which the Lessee is obligated to perform pursuant to
                           the provisions of this Agreement, including repair of
                           damage and failures and repairs pertaining to
                           restoring the Leasehold to its previous condition,
                           other than ordinary wear arising from reasonable use
                           of the property. The Lessee shall make the necessary
                           repairs in accordance with the protocol.

                  7.2.2    It is agreed that the parties shall deem the period
                           necessary for making the repairs set out in
                           sub-clause 7.2.1 hereof as a period in which the
                           Lessee was in delay of vacating the Leasehold, and
                           such period shall be subject to all the provisions of
                           this Agreement with respect to delay in vacating the
                           Leasehold.

8.       GENERAL PROVISIONS

         8.1      Management agreement

                  8.1.1    The Lessee undertakes to enter into a management
                           agreement with the management company for the

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                                       20

                           provision of services and maintenance to the
                           Building's facilities, upon signature of this
                           Agreement or at any other time, pursuant to the
                           Lessor's instructions to the Lessee. The form of the
                           management agreement is attached hereto, constituting
                           an inseparable part hereof.

                  8.1.2    The provisions and terms of the management agreement
                           shall be deemed as the provisions and terms hereof,
                           and any breach thereof or failure to fulfill same
                           shall be deemed as a breach of or non-compliance with
                           the provisions and terms of this Agreement.

                  8.1.3    The management fees (hereinafter: the "Management
                           Expenses") shall be linked to the index and be paid
                           by the Lessee to the Lessor or to the management
                           company as set out in sub-clause 8.a. of the services
                           agreement signed and/or to be signed by the Lessor
                           and the services company in the Building, and where
                           there is no reference in such clause, the Management
                           Expenses shall be paid as follows:

                           1.       The Management Expenses shall be paid once
                                    every three months, for three months in
                                    advance, on the dates herein set forth for
                                    payment of the Rent, being linked to the
                                    index as aforesaid herein, however, in no
                                    event shall the Management Expenses per
                                    quarter be less than the Management Expenses
                                    actually paid (including Linkage
                                    Differences) for the preceding quarter.

                           2.       The Lessee shall deliver to the Lessor, 7
                                    (seven) days prior to the date of handing
                                    over the Leasehold, 4 (four) checks signed
                                    by it, each at the rate of the Management
                                    Expenses anticipated for the quarter, with
                                    the addition of Linkage Differences to the
                                    index, as of the basic index up to

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                                       21

                                    the index known on the date of delivery of
                                    the checks, payable on the 1st of each
                                    quarter.

                           3.       On the 1st of each quarter the Lessee shall
                                    hand over to the Lessor as follows:

                                    A check for the Linkage Differences as of
                                    the index known on the date of delivering
                                    the checks, as set forth in sub-clause 2, up
                                    to the new index for the Management Expenses
                                    for such quarter.

                                    A check to cover the Management Expenses for
                                    the quarter following the last quarter for
                                    which a check was given to the Lessor for
                                    Management Expenses, with the addition of
                                    Linkage Differences to the index, as of the
                                    basic index up to the index known on the
                                    date of delivering the check.

                           4.       Only actual payment of the checks shall be
                                    deemed as payment of the Management
                                    Expenses.

                           5.       A tax invoice shall be furnished to the
                                    Lessee within seven (7) days of the date of
                                    actual payment.

         8.2      Transfer of rights in the Leasehold

                  8.2.1    The Lessor shall be entitled to transfer or mortgage
                           its rights hereunder at any time, and to transfer or
                           mortgage its rights in the Leasehold or lease and
                           sell the Leasehold, provided it gives notice to the
                           transferee or the purchaser or leaseholder of the
                           rights (as the case may be) of the existence of this
                           Agreement, and the transferee or the purchaser or
                           leaseholder shall undertake all the Lessor's
                           undertakings hereunder. In such event the Lessee
                           shall have no claims or contentions with respect to
                           the transfer

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                                       22

                           of the rights and the sale thereof or
                           due to the lease of the Leasehold by the Lessor.

                  8.2.2    The Lessee shall not be entitled to transfer all or
                           any of its rights hereunder, nor permit others to use
                           all or any Part of the Leasehold whether for a
                           consideration or otherwise, or lease the same under
                           a sub-lease, directly or indirectly, to any person or
                           entity, all subject to sub-clause 3.3.3 above.
                           Notwithstanding the foregoing, the Lessee may include
                           another lessee from the group of the Lessee's
                           subsidiaries or affiliated companies (hereinafter:
                           the "Additional Lessee") in the Leasehold, and
                           provided further that the Additional Lessee shall
                           sign a promissory note to vacate the Leasehold on the
                           date when the Lessee is obligated to vacate the
                           Leasehold, and the Lessee shall be responsible for
                           all its undertakings pursuant to this Agreement as if
                           no additional lessee had been included in the
                           Leasehold.

                           Notwithstanding the foregoing, the Lessee may lease
                           the Second-Floor Leasehold by a sub-lease to a lessee
                           as agreed in coordination and consultation with the
                           Lessor. The Lessor shall not unreasonably withhold
                           its approval.

         8.3      Denial of the applicability of tenants' protection laws

                  The Lessee hereby declares that it is aware that the Leasehold
                  and the Building wherein it is situated are a new leasehold
                  and building built after 1968, so that on the date of
                  commencing of the Tenant's Protection Law (Various Provisions)
                  5728-1968 there was no tenant in the Leasehold entitled to
                  have possession therein, that no key money whatsoever has been
                  paid or received with respect to the Leasehold or the lease
                  relationship created hereunder, nor any other consideration
                  whatsoever other than the Rent, and hence the provisions of
                  the Tenant's Protection Law (Combined Version), 5732-1872 or
                  any other law superseding same, or any other law designated or
                  to be designated to protect

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                                       23

                  tenants, shall not apply to this Agreement nor to the lease
                  hereunder, and in no event shall the Lessee be deemed as a
                  protected tenant, nor shall it be entitled to payment of any
                  key money or other payment upon vacating the Leasehold, and it
                  shall have to vacate the Leasehold on the date of vacation
                  and return same to the Lessor, it being free of any person and
                  chattel placed or installed by it in the Leasehold.

         8.4      SURETIES

                  8.4.1    As surety to secure all the Lessee's undertakings
                           pursuant to this Agreement,  including, without
                          derogating from the Lessee's other undertakings,
                           vacating the Leasehold on time, payment for any
                           damage caused to the Leasehold, payment of the Rent
                           and the payments applicable to the Lessee pursuant
                           to this Agreement, the Lessee shall furnish to the
                           Lessor, no later than 7 days as of the signature
                           hereof, an autonomous independent bank guarantee,
                           index linked, in the amount of NIS 402,756 (three
                           month Rent for the Leasehold) (in NIS, linked to the
                           Consumer Price Index) in effect for one year as of
                           the date of issuance thereof, and same shall be
                           extended on a yearly basis by 60 days following the
                           end of the Original Term of Lease and/or the Option,
                           as the case may be. The guarantee shall be returned
                           to the Lessee upon vacating the Leasehold and
                           settling all its undertakings pursuant to this
                           Agreement, including presentation of receipts with
                           respect to payment of municipal property tax and
                           payment to the maintenance company.

                  8.4.2    If the Lessee  breaches any of its  undertakings
                           pursuant to this  Agreement,  without  derogating
                           from the generality of the definition,  and in
                           particular should it fail to timely make any payment
                           applicable to it hereunder,  and/or  should it fail
                           to  timely  vacate  the  Leasehold,  and/or  if it
                           causes  damage to the Leasehold,  the  Lessor  may
                           exercise

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                                       24

                           the  guarantee  and use the funds for rectifying  the
                           breach and as compensation  for such breach,
                           provided it warns the Lessee that it is about to
                           exercise the  guarantees at least 14 days in advance.
                           The  balance,  if any,  shall be  returned to the
                           Lessee only after it actually vacates  the Leasehold,
                           being  linked to the  Consumer's  Price Index as of
                           the date of  exercise  of the guarantee up to the
                           date of returning the balance.

9.       BREACHES AND RELIEF

         9.1      In the event that the Lessee fails to make any of the payments
                  applicable  to it  hereunder in timely  fashion,  the
                  following provisions shall apply:

                  9.1.1    Any amount payable by the Lessee to the Lessor and/or
                           to the management company hereunder which has not
                           been settled on time, shall bear arrears interest at
                           the maximum rate then charged by Bank Leumi Le'Israel
                           Ltd. with respect to unauthorized deviations, as of
                           the date of payment herein set forth up to the actual
                           date thereof with the addition of VAT at law.

                  9.1.2    In the event that the Lessee fails to fulfill any of
                           its undertakings pursuant to this Agreement,
                           including payments to any person, the Lessor and/or
                           the management company, may, however are not
                           obligated to, after giving prior notice to the
                           Lessee, effect any payment and/or undertaking as
                           aforesaid at their discretion, and charge the linkage
                           as of the date of effecting the payment, pending
                           receipt of the actual refund with the addition of 10%
                           (ten percent) handling fees.

         9.2      Without derogating from the provisions of sub-clause 9.1
                  above, in the event that the Lessee breaches this Agreement
                  and fails to rectify such breach within 14 days as of receipt
                  of the Lessor's

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                                       25

                  notice, the Lessor and/or the management company shall be
                  entitled to all or any part of the relief, at their exclusive
                  discretion, as the case may be, as follows:

                  The Lessee shall pay the Lessor on the date of vacating or of
                  failing to hand over the Leasehold, as the case may be, in
                  addition to any damage caused to it, pre-estimated agreed
                  compensation at the rate of 3 months Rent hereunder, or the
                  last Rent actually paid by the Lessee to the Lessor prior to
                  the breach, whichever is latest, together with Linkage
                  Differences up to the actual date of vacating.

         9.3      The relief granted to the Lessor and/or the management company
                  as set forth in sub-clause 9.2 above, shall also apply in the
                  following occurrences:

                  9.3.1    If bankruptcy or liquidation  proceedings are
                           instituted  against the Lessee and are not cancelled
                           within 30 days.

                  9.3.2    If a receiver is appointed for the Lessee and/or its
                           property and such appointment is not cancelled within
                           30 days.

         9.4      Without derogating from any of the Lessor's rights and without
                  derogating from the provisions of sub-clauses 9.1, 9.2 and 9.3
                  above, in the event that the Lessee fails to vacate the
                  Leasehold at the end of the Term of Lease or on the date set
                  forth in sub-clause 9.2.1 above, the following provisions
                  shall apply:

         9.4.1    The Lessee shall pay appropriate usage fees at the rate of 3
                  (three) month's Rent for each month of delay in vacating. Such
                  payment shall be effected on the last day of each month of
                  delay in vacating for the preceding month.

         9.4.2    The Lessee shall pay all the amounts, payments and taxes
                  applicable to it hereunder, including management fees.

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                                       26

         9.4.3    The payment set forth in this clause shall not create a lease
                  relationship between the Lessee and the Lessor with respect to
                  the period following termination of the Term of Lease or
                  vacating the Leasehold as herein set forth.

         9.4.4    To remove any doubts it is hereby expressly declared that
                  nothing stated in this clause shall be deemed as a waiver of
                  the Lessor's rights, or consent that the Lessee shall be in
                  delay of vacating the Leasehold. Failure to vacate the
                  Leasehold on the date of vacating shall be deemed as a
                  fundamental breach of this Agreement, and the Lessor may
                  enforce such vacating in any manner available to it under law.

10.      OFFSET

         10.1     The Lessor and/or the management company may offset any amount
                  payable to either of them by the Lessee hereunder, and/or any
                  amount necessary for the performance of the Lessee's
                  undertakings pursuant to this Agreement, from any amount
                  payable to the Lessee and/or available to it in the account of
                  either of them.

         10.2     The Lessee may not offset any amounts from its payments to the
                  Lessor and/or the management company.

         10.3     Any claim of whatever nature on the part of the Lessee against
                  the  management  company shall not constitute a cause of
                  action on its part against the Lessor.

11.      MISCELLANEOUS

         11.1     There shall be no effect to any waiver, acquittal or extension
                  granted or made by either party unless given and made
                  expressly and in writing, and no waiver, acquittal or
                  extension with respect to any breach of this Agreement may be
                  interpreted or deduced from the mere action or omission which
                  is not an express written

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                                       27

                  notice. Delay or failure to utilize any right by any of the
                  parties hereunder shall in no event and under no circumstances
                  be deemed as waiver or a basis for estoppel against them by
                  any of the parties.

         11.2     This Agreement  cancels any prior  agreement  between the
                  parties  whether  granted,  made or concluded  orally or in
                  writing.

         11.3     The Tel-Aviv courts shall have exclusive jurisdiction to hear
                  any matter pertaining to this Agreement and/or arising
                  herefrom including the implementation, breach or cancellation
                  hereof.

         11.4     Any payment and/or any of the Lessee's undertakings shall be
                  made and/or granted, unless otherwise expressly stated herein,
                  at the Lessor's offices as stated in the preamble hereto.

         11.5     Any notice pursuant to this Agreement shall only be made in
                  writing and sent to the parties in accordance to the addresses
                  stated in the preamble hereto or at the address respecting
                  which the Lessee gave notice to the Lessor in writing
                  following the signature hereof, or at the Leasehold.

                  Any notice from one party to the other shall be sent by
                  registered mail and shall be deemed to have been delivered to
                  its destination within 72 (seventy two) hours from its
                  dispatch for delivery by registered mail at a post office in
                  Israel being properly addressed.

                   IN WITNESS WHEREOF THE PARTIES HAVE SIGNED: