Lease
        Agreement No. 1-03-1198-3 for Unit No.
        137.002.01+11+21+31

      


      Made
        and Signed in Rosh Haayin
        on 2 February
        2000


      
        
          	 
	
                  Appendices
                    and Addenda

                
	
                  Appendix
                    ‘A’ 

                	
                  :
                    Particulars of the Agreement

                
	
                  Appendix
                    ‘A1’

                	
                  :
                    Specification of the Building and the Premises

                
	
                  Appendix
                    ‘B’

                	
                  :
                    Operating Rules

                
	
                  Appendix
                    ‘C’

                	
                  :
                    Management Agreement

                
	
                  Appendix
                    ‘D’ - clause 31 

                	
                  :
                    Plan of the Premises

                
	
                  Appendix
                    ‘E’ - clause 5 (c) (1) 

                	
                  :
                    Bank Guarantee

                
	
                  Appendix
                    ‘F’ - 

                	
                  :
                    Parking places

                
	
                  Addendum
                    1 and Appendix to Addendum 1 

                	
                  :
                    Liability and insurance, Insurance
                    Certificate

                


        



      Between:

      Mivneh
        Taasiya Ltd.

      Of
        4
        Kaufman Street

      Tel
        Aviv

      Tel.
        03-5190808, 

      Zip
        code
        68012

      (hereinafter:

      “the
        Company”) 

      


      And:         (hereinafter:
        “the Company”)

      Net
        2
        Wireless Israel Ltd. 

      Corporate
        No. 51-2869652

      


      Of:  11
        Ha’amal Street, Rosh Haayin, 48052

      Tel.
        9028600

      Fax.
        9028601

      Mobile
        Phone:

      c/o
        Nehemiah Davidson          I.D.
        057175945

      


      (hereinafter
        - “the Lessee”)

      


      
        	WHEREAS	
                the
                  Company is the proprietor of the leasehold rights in the Land and
                  the
                  Building as set out in clauses 1 and 2 of Appendix ‘A’;
                  and

              


      

      


      
        	WHEREAS	
                the
                  Company has agreed to lease the Premises (as set out in Clause
                  3 of
                  Appendix ‘A’) to the Lessee; and

              


      

      


      
        	WHEREAS	
                the
                  Lessee is desirous of taking a lease of the Premises for the term
                  and the
                  purpose set out in clauses 4 and 5 of Appendix
                  ‘A’.

              


      

      


      It
        is therefore stipulated and agreed, as follows:

      
        	1.	
                Preamble

              


      

      


      
        	
              	(a)	
                The
                  preamble to this Agreement constitutes an integral part
                  hereof.

              


      

      


      
        	 	
                (b)

              	
                The
                  headings to the clauses in this Agreement are for convenience only,
                  and
                  are not part of the Agreement.

              


      

      


      
        	 	
                (c)

              	
                All
                  the Appendices and Addenda to this Agreement constitute an integral
                  part
                  thereof.

              


      

      


      
        
          	
                	(d)	
                  Upon
                    the signature of this Agreement, all the parties’ declarations and/or any
                    undertaking and/or any representation made by them prior to the
                    signature
                    of this Agreement are null and
                    void.

                


        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                2.

              	
                Term
                  of the lease

              


      

      


      
        	 	
                The
                  Company hereby leases to the Lessee and the Lessee hereby takes
                  on lease
                  from the Company the Premises for the term of the Lease set out
                  in clause
                  5 of Appendix ‘A’.

              


      

      


      
        	
                3.

              	
                Rent

              


      

      


      
        	 	
                The
                  Lessee will pay the Company in advance, on the first day of each
                  month,
                  the principal rent set out in clause 6 of Appendix ‘A’ (hereinafter:
                  “the
                  Principal Rent”).
                  Linkage differentials as hereinafter defined will be added to the
                  Principal Rent:

              


      

      


      
        	
              	CPI	
                - 
                  means
                  the Consumer Price Index, including fruit and vegetables published
                  by the
                  Central Bureau of Statistics. If the Base CPI is replaced or the
                  system of
                  calculation and preparation thereof is replaced or if it is published
                  by
                  another body other than the above Bureau, the Company will make
                  the
                  calculation of the increase in the CPI for the purposes of this
                  clause,
                  having regard to such changes.

              


      

      


      
        	
              	The
                Base CPI	
                - 
                  means
                  as set out in clause 7 of Appendix
‘A’.

              


      

      


      
        	
              	NewCPI	
                - 
                  means
                  the last CPI published from time to time before the date fixed
                  in this
                  Agreement for making any of the payments which the Lessee has undertaken
                  to pay as set out in clause 6 of Appendix
‘A’.

              


      

      


      
        	
              	Linkage
Differentials	
                 

                - 
                  means
                  the difference between the New CPI and the Base CPI divided by
                  the Base
                  CPI, and multiplied by the Principal
                  Rent.

              


      

      


      The
        Principal Rent plus the Linkage Differentials will hereinafter be called
        in this
        Agreement: “the Rent”.
        The
        Rent plus value added tax will hereinafter be called: “the
        Revenue”.
        The
        parties agree that the Company may round up the periodic Revenue payable
        by the
        Lessee to the Company according to this Agreement to the nearest
        Shekel.

      


      
        	4.	
                Direct
                  Debit Authorisation 

              


      

      


      To
        facilitate the collection of the Revenue (as defined in clause 5 (a) hereof)
        and/or the Compensation (as defined in clause 19(b) hereof) and/or the Insurance
        Expenses (as set out in clause 7 of the Addendum No. 1 to the Agreement)
        and/or
        the Lessee’s share of the expenses pursuant to clause 7(b)(1) of the Management
        Agreement and/or any other payment undertaken to be paid by the Lessee under
        this Lease Agreement, including Linkage Differentials and interest pursuant
        to
        clause 26 hereof, the Lessee will sign a letter/s of authorisation to the
        bank
        in the form customary in the Company and which has been provided to the Lessee
        for inspection (hereinafter - “Direct
        Debit”).
        All
        sums appearing in this clause above will be paid by way of the Direct Debit
        and
        debited to the Lessee’s account in the bank.

      So
        long
        as the Lessee does not quit the Premises, the Lessee will not be entitled,
        without the written consent of the Company, to vary or cancel the Direct
        Debit.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      5.    Bank
        Guarantee

      


      
        	 	
                (a)

              	
                As
                  security for the performance of the Lessee’s undertakings under this
                  Agreement of Lease, the Lessee hereby grants to the Company an
                  autonomous
                  bank guarantee in the sum mentioned in clause 11 of Appendix ‘A’, in the
                  form attached as Appendix ‘B’ hereto (hereinafter: “the
                  Bank Guarantee”).

              


      

      


      
        	 	
                (b)

              	
                The
                  Company, may at its sole determination, from time to time, demand
                  payment
                  of the Bank Guarantee fully or partially in discharge of any sum
                  which the
                  Lessee owes the Company under this Agreement and for the security
                  of the
                  payment of which the Bank Guarantee was given, or if the Lessee
                  fails to
                  quit the Premises and does not surrender possession thereof to
                  the Company
                  pursuant to the terms of this
                  Agreement.

              


      

      


      
        	 	
                (c)

              	
                The
                  Company will return the Bank Guarantee to the Lessee after deducting
                  the
                  sums mentioned in sub-clause 5(c) (2) [sic] above 120 (one hundred
                  and
                  twenty) days after the date of the surrender of the Premises to
                  the
                  Company, pursuant to this
                  Agreement.

              


      

      


      
        	
                6.

              	
                Suitability

              


      

      


      
        	 	
                (a)

              	
                The
                  Lessee acknowledges having examined the location of the Building,
                  the
                  Premises in the Building, has inspected the Premises and examined
                  the
                  location of and in light of the same everything stated above and
                  the
                  provisions contained in clause 8(a) and clause 31 hereof, the Premises
                  are
                  suitable for its purposes.

              


      

      


      
        	 	
                (b)

              	
                The
                  Lessee acknowledges that there is no inconsistency in the Premises
                  within
                  the meaning of that term contained in the Hire and Loan Law, 5731
                  -
                  1971.

              


      

      


      
        	 	
                (c)

              	
                The
                  Company will deliver the Premises to the Lessee at the standard
                  of finish
                  detailed in the Adaptations Specification attached as Appendix
‘A1’ to
                  this Agreement.

              


      

      


      
        	
                6A.

              	
                Option
                  for a further Lease, non-construction of the Fourth Floor and Planning
                  Expenses

              


      

      


      
        	 	
                (a)

              	
                The
                  Lessee may notify the Company by 15/6/2000 of its wish to lease
                  an
                  additional area in the Building (hereinafter: “the
                  Additional Area”)
                  so that together with the Premises, all the areas of the Building
                  will be
                  in its possession. Until such date, the Company will not lease
                  the
                  Additional Area to any other lessee. If the Lessee has elected
                  to lease
                  the Additional Area as aforesaid, all the conditions of this Agreement,
                  including that stated in Appendix ‘A’, mutatis mutandis, will apply,
                  having regard to the increased area of the
                  Premises.

              


      

      


      
        	 	
                (b)

              	
                The
                  Lessee declares that it is aware that the fourth floor in the Building
                  has
                  yet to receive a building permit (hereinafter: “the
                  Permit”)
                  and it is possible that the Permit will not be granted and this
                  floor will
                  not be built. The Company undertakes to notify the Lessee by 1/4/2000
                  if a
                  Permit has been received for the fourth floor. Insofar as on such
                  date the
                  Lessee did not get such notice from the Company, the Premises will
                  include
                  only three floors and the Lessee will lease the entire Building,
                  mutatis
                  mutandis, by that stated in Appendix ‘A’ to this
                  Agreement.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                (c)

              	
                The
                  Lessee will be entitled to plan its internal adaptations in the
                  Premises
                  having regard to three floors only and impose the additional planning
                  expenses on the Company against a reduction of the initial Rent
                  which the
                  Lessee will owe under this Agreement, to the extent that by 1/3/2000,
                  the
                  Company will not have notified the Lessee that it has received
                  the
                  Permit.

              


      

      


      7.    Use

      


      
        	 	
                (a)

              	
                The
                  Lessee will use the Premises for the purpose stated in clause 12
                  of
                  Appendix A, only.

              


      

      


      
        	 	
                (b)

              	
                The
                  Lessee will not place equipment in the Premises which could cause
                  damage
                  to the Premises nor will load the floor of the Premises over and
                  above
                  that for which the floor is designed, as stated in clause 12 of
                  Appendix
                  ‘A’.

              


      

      


      8.    Receipt
        of Permits

      


      
        	 	
                (a)

              	
                The
                  Lessee confirms that it has properly examined at the planning and
                  building
                  authorities and the local authority within whose jurisdiction the
                  Premises
                  are situated, the valid Town Building Plan in the region in which
                  the
                  Building and the Premises are situated (hereinafter: “the
                  Plan”)
                  and also examined the permitted uses of the Building and the Premises
                  under the Plan. The Lessee has decided, with the knowledge of all
                  the
                  particulars relating to the Town Building Plan applicable to the
                  area, to
                  take a lease of the Premises from the Company for the purpose set
                  out in
                  this Agreement.

              


      

      


      
        	 	 	
                If,
                  as a result of the use that the Lessee makes and/or will make of
                  the
                  Premises and being other than that of offices and/or hi-tech, the
                  Company
                  will be required by the Local Planning and Building Commission
                  (hereinafter: “the
                  Local Commission”)
                  to pay betterment levy or by the Israel Lands Administration (hereinafter:
                  “ILA”)
                  to pay permit fees and/or additional capitalisation fees and/or
                  any other
                  sum, the Lessee will be bound to pay directly to the Local Commission
                  and/or the ILA, respectively, such sum as the Company will be made
                  liable
                  by the Local Commissioner and/or the Administration, or reimburse
                  the
                  Company with any such sum that will be paid by the Company to the
                  Local
                  Commission and/or the ILA. The Company’s auditor’s certificate of the
                  making of the payment by the Company will constitute conclusive
                  evidence
                  of the amount of the sum paid by the Company to the Local Commission
                  and/or the ILA respectively.

              


      

      


      
        	 	
                (b)

              	
                The
                  Lessee will take action to obtain all the necessary permits required
                  by
                  statute for conducting its
                  business.

              


      

      


      
        	 	
                (c)

              	
                The
                  Lessee declares that it is aware that the Company will bear no
                  responsibility whatsoever for obtaining any permits that will be
                  required
                  for the purpose of conducting the Lessee’s
                  business.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                (d)

              	
                If,
                  for any reason, the Lessee fails to receive a permit to carry its
                  business, this will not exempt the Lessee from paying the Rent
                  until the
                  end of the Lease Term according to this
                  Agreement.

              


      

      


      
        	 	
                (e)

              	
                The
                  Lessee will turn to the firefighting services in the City Union
                  within
                  whose jurisdiction the Premises are situated (hereinafter: “the
                  Firefighting Union”),
                  to inquire as to the existing requirements with respect to the
                  necessary
                  firefighting arrangements required for conducting its business
                  at the
                  Premises. The Lessee will not make use of the Premises for the
                  purpose of
                  the Lease prior to receiving the approval of the Firefighting Union
                  that
                  their requirements have been fulfilled with respect to the carrying
                  on of
                  its business at the Premises, if such requirements have been submitted
                  to
                  the Lessee by the Firefighting
                  Union.

              


      

      


      
        	9.	
                Electricity
                  and Water

              


      

      


      
        	 	
                (a)

              	
                The
                  Lessee confirms that it is aware that the supply of the electricity
                  and/or
                  the water to the Premises is conditional upon a contract between
                  it and
                  the Electric Corporation and the local authority being made, as
                  appropriate.

              


      

      


      
        	 	
                (b)

              	
                The
                  Company declares that it will arrange for an electrical connection
                  to be
                  made to the Premises in the output set out in clause 14 of Appendix
                  ‘A’.

              


      

      


      
        	 	
                (c)

              	
                The
                  Lessee will not be entitled to turn to the Electric Corporation
                  to request
                  an increased electrical connection (output) to the Premises unless
                  it
                  receives the Company’s consent in
                  writing.

              


      

      


      
        	 	 	
                The
                  Company will grant its written consent, subject to the Company
                  making an
                  account of the needs of the Lessee and the needs of all the remaining
                  users of the Building in which the Premises are situated, and also
                  of the
                  feed ability of the existing
                  cables.

              


      

      


      
        	10.	
                Maintenance
                  and repairs of the
                  Premises

              


      

      


      
        	 	
                (a)

              	
                The
                  Lessee will be responsible for properly maintaining the Premises
                  and
                  repairing at its own expense any defect and/or fault and/or damage
                  that
                  has been caused to the Premises, whether by the Lessee or by others,
                  except where such defect has been created by reasonable
                  wear.

              


      

      


      
        	 	
                (b)

              	
                The
                  Lessee will not be bound to repair any damage at the Premises resulting
                  from defects in the construction of the Premises, from acts of
                  aggression,
                  earthquakes or other unforeseeable natural catastrophes. The Company
                  will
                  repair any defect that occurs at the Premises as stated in this
                  sub-clause
                  (b) within a reasonable time, subject as provided in sub-clause
                  (c)
                  hereof.

              


      

      


      
        	 	 	
                Notwithstanding
                  the foregoing, if any damage is caused to the Building and/or to
                  the
                  Premises which, in the opinion of the Company and/or the Lessee,
                  will not
                  enable the Lessee to continue to use the Premises, the Company
                  will be
                  entitled, at its sole and absolute discretion, to determine whether
                  it
                  will reinstate the Premises and restore it to a condition which
                  will
                  enable the continued use thereof or not. In such a case, the Company
                  will
                  provide the Lessee with alternative premises and/or bear the costs
                  of
                  leasing alternative premises that will be found by the Lessee until
                  the
                  end of the Lease Term according to this Agreement or until the
                  reinstatement of the Premises, whichever is the
                  earlier.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                (c)

              	
                The
                  Lessee will notify the Company of any damage that will be caused
                  to the
                  Premises, as set out in sub-clause (b) above, within a reasonable
                  time of
                  the discovery thereof. In the absence of such notice by the Lessee,
                  the
                  Lessee will bear any additional expense that will be incurred by
                  the
                  Company in consequence of failing to punctually notify the
                  Company.

              


      

      


      
        	 	
                (d)

              	
                The
                  Lessee undertakes to abide by the operating rules attached as an
                  Appendix
                  to this Agreement.

              


      

      


      
        	11.	
                Cleaning

              


      

      


      
        	 	
                The
                  Lessee undertakes to keep the Premises in a good condition and
                  keep the
                  Premises clean. Without derogating from that stated in this sub-clause,
                  the Lessee undertakes to cause all garbage originating from the
                  Lessee,
                  the Premises or the environment thereof, to be removed.
                  

              


      

      


      
        	
                12.
                  

              	
                Public
                  Areas and the Common
                  Property

              


      

      


      
        	 	
                (a)

              	
                The
                  Lessee will not be entitled to make any use of the pavements, roads
                  and
                  any other public area outside the Premises (as hereinafter defined)
                  except
                  for the purpose for which such public areas have been
                  designed.

              


      

       

      
        
          	
                	(b)	
                  (1)   The
                    Common Property means - as defined in clause 2(a) of the Management
                    Agreement.

                


        

      

       

      
        	
              	(2)	
                The
                  Lessee will be entitled to use the Common Property solely in accordance
                  with the purposes and/or zoning and/or uses for which the Common
                  Property
                  is designed. The Company will be entitled from time to time, at
                  its sole
                  discretion, to permit any third party to make use of one part or
                  another
                  of the Common Property, for such purposes as it will
                  determine.

              


      

      


      
        	
              	(3)	
                For
                  the removal of any doubt, the Lessee is aware that it will be entitled
                  to
                  use the areas of the Common Property solely in accordance with
                  the
                  provisions of any law, or the provisions of this
                  Agreement.

              


      

      


      
        	
              	(c)	
                (1)   The
                  Company will be entitled, at its sole discretion, to add additional
                  building areas on the land and/or in the Building, to the extent
                  the Town
                  Building Plans applicable now or hereafter to the land permit this,
                  without the Lessee preventing and/or disturbing and/or opposing
                  such
                  additional building areas by the Company and on condition that
                  the
                  Lessee’s rights and/or the use of the Premises under this Agreement will
                  not be impinged. 

              


      

      


      
        	
              	(2)	
                The
                  Lessee undertakes and warrants that it will not in any way, directly
                  or
                  indirectly, prevent, and will not submit any opposition to, any
                  plan which
                  will be submitted by the Company for additional building areas
                  on the land
                  and/or in the Building, whether being a Town Building Plan or building
                  permit plan or any other plan.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
              	(3)	
                The
                  Lessee undertakes to remove at its own expense any obstacle and/or
                  article
                  and/or installation and/or fixture belonging to it and which is
                  situated
                  in a place designated for the addition of any additional building
                  areas by
                  the Company. The Company will find an alternative place for the
                  Lessee to
                  leave the installations and/or fixtures that have been so
                  removed.

              


      

      


      
        	
              	(4)	
                The
                  Company will use its best efforts to ensure that the works for
                  adding
                  building areas will not disrupt, to the extent possible, the possibility
                  of using the Premises by the
                  Lessee.

              


      

      


      
        	13.	
                Signage

              


      

      


      
        	 	
                (a)

              	
                The
                  Lessee will not install any signs on the Premises without the written
                  consent granted by the Company. The Company will not unreasonably
                  withhold
                  its consent to install the signs. It is hereby clarified for the
                  avoidance
                  of any doubt that the Lessee is under the duty and has the responsibility
                  to attend to obtaining a licence for the signage from the competent
                  authority according to law and pay any fee and/or levy which is
                  payable by
                  law to the competent authorities. In the case of the installation
                  of a
                  lighted sign, the Lessee will be bound to install the electrical
                  connection at its own expense and bear the electricity supply costs.
                  In
                  any event, the Lessee will not install signs on the Premises prior
                  to
                  receiving a licence according to law for such
                  installation.

              


      

      


      
        	 	
                (b)

              	
                The
                  Company may determine the form, position and size of the signage
                  and the
                  Lessee will be bound to install the signage as determined by the
                  Company.

              


      

      


      
        	 	
                (c)

              	
                The
                  Company may remove, at the Lessee’s expense, any sign that will be
                  installed by it in violation of the provisions of this
                  clause.

              


      

      


      
        	 	
                (d)

              	
                The
                  Lessee declares that it has no opposition and agrees that signs
                  will be
                  placed on the roof of the Building by the Company and/or any third
                  party,
                  with the licence of the Company. The Company is further entitled
                  to attach
                  a sign to the walls of the Building, including the name, logo and
                  other
                  details relating to and of the
                  Company.

              


      

      


      
        	13A	
                Air-conditioning

              


      

      


      
        	 	
                In
                  the event of air-conditioning being supplied to the Premises through
                  the
                  central air-conditioning system, or condensed cooling water being
                  supplied
                  from cooling towers, the Company will, to the best of its ability,
                  employ,
                  in the circumstances of each and every case, measures to ensure
                  the
                  constant supply of airconditioned air or cooled water, as
                  appropriate.

              


      

      


      
        	 	
                Save
                  that nothing in the foregoing shall impose upon the Company any
                  liability,
                  in tort or otherwise, in the case of any malfunction occurring
                  in the
                  system which could fully or partially shut down the supply of the
                  airconditioning to the Lessee. 

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                14.

              	
                Safekeeping
                  of the Premises, alterations at the Premises, upper floor (gallery),
                  shed

              


      

      


      
        	
              	(a)	
                (1)   If
                  the Lessee requests to use the walls of the Premises and/or the
                  ceiling
                  system and roof of the Premises and/or the Building and/or the
                  other
                  components of the Premises for the purpose of connecting or loading
                  installations and/or items of any kind whatsoever, having a weight
                  which
                  could harm the same, the Lessee will be bound to obtain, prior
                  to any
                  implementing the foregoing, the Company’s written
                  consent.

              


      

      


      
        	 	
                (2)

              	
                The
                  Lessee will not be entitled to make any alteration or addition
                  in the
                  Premises, including an upper floor or shed (hereinafter: “the
                  Addition”),
                  without the prior written consent of the
                  Company.

              


      

      


      
        	 	
                (3)

              	
                The
                  Lessee will be entitled to remove any Addition made at the Premises
                  on
                  condition that it restores the condition of the Premises to what
                  it was
                  previously. The Lessee will, however, be entitled to leave the
                  Addition at
                  the Premises. If the Addition has been left at the Premises, it
                  will
                  become the property of the Company without any consideration being
                  given
                  for it by the Company.

              


      

      


      
        	 	
                (4)

              	
                The
                  Company will be entitled to remove or demolish any Addition made
                  by the
                  Lessee without its consent, or restore the condition of the Premises
                  to
                  what it was previously, and the Lessee will bear any expense that
                  will be
                  incurred by the Company in connection
                  therewith.

              


      

      


      
        	 	
                (5)

              	
                Notwithstanding
                  that stated in this clause, the Lessee will be entitled, at any
                  time until
                  the end of the Lease Term, to dismantle any Addition that will
                  have been
                  installed by it at the Premises, with the Company’s consent, and deal
                  therewith, after the dismantling thereof, in the manner of owners,
                  on
                  condition that the Lessee will not cause any damage to the Premises
                  by
                  dismantling the Addition.

              


      

      


      
        	 	
                (6)

              	
                If
                  an Addition has been erected by the Lessee without the written
                  consent of
                  the Company, the Lessee will be solely responsible for any expense
                  that
                  will be incurred by the Company on account of the foregoing, including
                  legal and/or financial liabilities and costs that will be charged
                  to the
                  Company or by which the Company will be fined by the court. The
                  foregoing
                  liability similarly applies to any damage that may be incurred
                  by the
                  Company and/or any third party following the making of such Addition.
                  Any
                  sums payable by the Company will be reimbursed by the Lessee to
                  the
                  Company within 7 days from receiving a written request from the
                  Company.

              


      

       

      
        	
              	(b)	
                (1)   The
                  Lessee declares and
                  acknowledges that it is aware that the erection of an Addition
                  (upper
                  floor and/or shed) in the Premises if this is possible according
                  to the
                  valid Town Building Plan in connection with the land and/or the
                  Building,
                  is subject to receiving a building permit from the competent planning
                  authorities.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	 	
                An
                  upper floor for this purpose means - the addition of a floor to
                  the area
                  of the Premises, which will be constructed within the space of
                  the
                  Premises, between the floor and the
                  ceiling.

              


      

      


      
        	 	 	
                (2)

              	
                If
                  the Lessee requests to erect an Addition at the Premises and receives
                  the
                  Company’s consent for this, it will be bound to receive a lawful building
                  permit for the purpose of erecting the Addition, and bear the permit
                  fees
                  and other sums payable to the Israel Lands Administration and also
                  all and
                  any levies and fees that will be payable to the Israel Lands
                  Administration and/or the Local Commission and/or the local authority
                  as a
                  condition for obtaining a building licence, without this imposing
                  any
                  liability whatsoever on the Company, be it a planning or any other
                  liability.

              


      

      


      
        	 	 	 	
                Subject
                  to the foregoing, every plan to erect an Addition will first be
                  submitted
                  to the Company for approval and the Company will be entitled to
                  refuse to
                  approve such plan submitted, if it believes that approving the
                  same will
                  affect any building or other rights that it
                  has.

              


      

      


      
        	 	 	
                (3)

              	
                Subject
                  as provided in sub-clause (b)(1) - (3) above, the Lessee agrees
                  that if it
                  erects an Addition at the Premises, the Lessee will be bound to
                  pay the
                  Company additional Rent in a monthly sum that will be equal to
                  30% of the
                  sum receivable by multiplying the area of the upper floor by the
                  monthly
                  rent, and dividing the same by the area of the Premises (hereinafter:
                  “the
                  Additional Rent”).
                  Insofar as the upper floor will be erected by the Company, the
                  Additional
                  Rent will be at the rate of 65%,
                  correspondingly.

              


      

      


      
        	 	 	
                (5)

              	
                The
                  Additional Rent will be payable upon the date of completion of
                  the
                  erection of the flooring of the upper floor and/or the roof of
                  the
                  shed.

              


      

      


      
        	 	 	
                (6)

              	
                For
                  the removal of any doubt, the Lessee’s obligation to pay the Additional
                  Rent mentioned in sub-clause (b)(3) above, will apply to the Lessee
                  regardless of whether it has received the Company’s consent for erecting
                  the Addition or not, and whether it has received a building permit,
                  or
                  not.

              


      

      


      
        	 	 	 	
                The
                  Additional Rent will be deemed as rent for all purposes and be
                  subject to
                  all the appropriate provisions contained in this
                  Agreement.

              


      

      


      
        	
              	(c)	
                If
                  the Company is made liable, in respect of the erection of an Addition
                  and/or shed and/or upper floor by the Lessee, whether the Company’s
                  consent has been received or not, to pay betterment levy, the Lessee
                  will
                  be bound to pay the betterment levy or reimburse the amount thereof
                  to the
                  Company, if paid by the Company, within 7 days of the dispatch
                  of a demand
                  notice to pay it.

              


      

      


      
        	15.	
                Prevention
                  of Nuisances

              


      

      


      
        	 	
                (a)

              	
                The
                  Lessee will refrain from creating any nuisance, and including the
                  Lessee
                  undertaking not to cause any loud noise, odours and vibrations
                  which could
                  disturb the enterprises and/or businesses of the neighbours of
                  the
                  Premises.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                (b)

              	
                In
                  the event of a breach of the provisions of sub-clause (a) above,
                  the
                  Lessee undertakes to cause the nuisance to be discontinued within
                  7 days
                  of receiving a demand letter from the Company. Without derogating
                  from the
                  foregoing, in addition to any other right that the Company may
                  have
                  pursuant to the provisions of this Agreement and/or the law, the
                  Company
                  will be entitled to make any examination and/or measurement and/or
                  repair
                  and/or take other action that the Company will deem fit to restore
                  the
                  situation to what it was previously and/or to remove the nuisance.
                  All
                  costs incurred by the Company in respect thereof will be borne
                  and paid by
                  the Lessee. The Lessee hereby undertakes to reimburse the Company
                  with any
                  sum that has been expended by the Company as aforesaid, together
                  with
                  Linkage Differentials and interest as specified in clause 26 hereof,
                  from
                  the date such sums are expended until the reimbursement thereof
                  by the
                  Lessee.

              


      

      


      
        	 	 	
                The
                  Company’s accounts of the amount of these expenses will constitute prima
                  facie proof.

              


      

      


      
        	
                16.

              	
                Entering
                  the Premises

              


      

      


      
        	 	
                The
                  Company’s employees and agents may enter upon the Premises at any time,
                  during usual working hours, by arrangement with the Lessee and
                  accompanied
                  by a representative on its behalf, to examine or make repairs and
                  do such
                  other works that will be required in the opinion of the
                  Company.

              


      

      


      
        	 	
                In
                  cases of emergency, the Company and/or persons on its behalf may
                  enter
                  upon the Premises without receiving the Lessee’s prior
                  consent.

              


      

      


      
        	
                17.

              	
                Assignment
                  of rights

              


      

      


      
        	 	
                (a)

              	
                The
                  Lessee will not be entitled to transfer and/or charge in any manner
                  and
                  form all or any part of the rights conferred upon it under this
                  Agreement,
                  to any other person or persons, except to companies constituting
                  subsidiaries and/or sister companies and/or the Lessee’s parent
                  company.

              


      

      


      
        	 	
                (b)

              	
                The
                  Company will be entitled to transfer and/or charge its rights and
                  obligations under this Agreement to another party, on condition
                  that the
                  Lessee’s rights under this Agreement will not be
                  harmed.

              


      

      


      
        	18.	
                Vacation

              


      

      


      
        	 	
                (a)

              	
                The
                  Lessee will vacate the Premises at the end of the Lease Term and
                  surrender
                  exclusive possession thereof to the Company the Premises being
                  vacant of
                  any person and object that does not belong to the
                  Company.

              


      

      


      
        	 	 	
                In
                  the event of the Lessee has to vacate the Premises in accordance
                  with this
                  Agreement, either for the reason mentioned in this sub-paragraph
                  or for
                  any other reason as set out in this Agreement, it will be bound
                  to
                  surrender the exclusive possession thereof, together with the keys,
                  completely vacant and in good and proper condition for immediate
                  use, with
                  the exception of reasonable wear.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	 	 	
                The
                  Lessee will further furnish the Company, at the end of the Lease
                  Term or
                  actual vacation of the Premises, with certifications from the Electric
                  Corporation and the local authority that the Lessee has no debt
                  in respect
                  of the use of electricity and/or water and/or taxes and/or fees
                  to the
                  local authority in respect of the Premises up to the end of the
                  Lease Term
                  or until the actual vacation date thereof, whichever is the
                  later.

              


      

      


      
        	 	
                (b)

              	
                Without
                  derogating from that stated in clause 5 above, if the Lessee fails
                  to
                  vacate the Premises as stated in sub-clause (a) hereof above, the
                  Lessee
                  will pay the Company fixed and pre-determined compensation (hereinafter:
                  “the
                  Compensation”)
                  for each day of delay, in a sum equal to 150% of the Rent applicable
                  to
                  the Premises in respect of one day of the Lease in the last month
                  of the
                  last year of the Lease. The Compensation will be linked to the
                  Consumer
                  Price Index (as defined in clause 3(a) above), and the calculation
                  of the
                  Linkage Differentials will be made, mutatis mutandis, by the Company,
                  monthly. The amount of the Compensation and the Linkage Differentials
                  will
                  be paid by not later than 7 days of the date of the
                  demand.

              


      

      


      
        	 	 	
                The
                  foregoing does not affect or derogate from any right of the Company,
                  including its right to receive the Compensation mentioned in this
                  sub-clause (b) above even if in actuality, the Company has issued
                  to the
                  Lessee a demand and/or invoice to pay
                  Rent.

              


      

      


      
        	 	 	
                In
                  addition, nothing contained in sub-clause (b) above will affect
                  or
                  derogate from the Company’s right to demand the vacation of the Premises.
                  This clause overrides any other provision contained in this
                  Agreement.

              


      

      


      
        	 	 	
                For
                  the removal of any doubt, the liability of the Lessee set out in
                  this
                  sub-clause, will similarly apply after the expiration of the Lease
                  Term
                  until the actual vacation of the
                  Premises.

              


      

      


      
        	 	
                (c)

              	
                Upon
                  the expiration of this Agreement, and/or if this Agreement is lawfully
                  rescinded by the Company and/or judgment is given for the eviction
                  of the
                  Lessee from the Premises, and the Lessee fails to immediately vacate
                  the
                  Premises, the Company will be entitled to exercise the Bank Guarantee
                  mentioned in clause 5 above, and which has not yet been presented
                  for
                  payment up until the notice of rescission of the Agreement of Lease,
                  and/or the grant of the eviction judgment, in order to partially
                  cover the
                  Compensation (as defined in sub-clause (b) above) that will become
                  due to
                  the Company in respect of the period commencing on the date of
                  such
                  rescission of the Agreement or grant of the judgment, until the
                  actual
                  vacation of the Premises.

              


      

      


      
        	 	 	
                Nothing
                  contained in this sub-clause amounts to any waiver of any of the
                  Company’s
                  rights against the Lessee under this Agreement or at law, or the
                  grant of
                  any permission to the Lessee to use the Premises after the rescission
                  of
                  the Agreement of Lease or the grant of such eviction
                  judgment.

              


      

      


      
        	 	 	
                The
                  rescission of this Agreement pursuant to the provisions of clause
                  21
                  hereof does not affect the Lessee’s undertakings according to that stated
                  in this clause above.

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	 	
                  (f)

                	
                  In
                    addition to that stated in sub-clause (c) above, the Bank Guarantee
                    will
                    serve to secure the discharge of all the Lessee’s debts to the Local
                    Building and Planning Commission, the local authority (including
                    debts in
                    respect of water charges) and/or to the Electric Corporation
                    and the Bezeq
                    (Israeli telephone company) in respect of the
                    Premises.

                


        

      

      


      
        	19.	
                Lessee’s
                  duty to make payments

              


      

      


      
        	 	
                The
                  Lessee is bound to pay the Company the full amount of the Rent
                  and all the
                  other payments that it has undertaken to pay under this Agreement,
                  whether
                  or not it has used the Premises, and whatever the reason for not
                  using the
                  Premises may be. The Lessee will not be entitled and will be stopped
                  from
                  raising any claim against its absolute liability to pay the Company
                  Rent
                  according to this Agreement of
                  Lease.

              


      

      


      
        	
                20.

              	
                Rescission
                  of the Agreement

              


      

      


      
        	 	
                (a)

              	
                The
                  parties undertake that the Company may bring this Agreement to
                  an end upon
                  any of the following events
                  occurring:

              


      

      


      
        	 	 	
                (1)

              	
                If
                  a receiving order is made against the Lessee, on condition that
                  it has not
                  been vacated within 45 days.

              


      

      


      
        	 	 	
                (2)

              	
                If
                  a judgment has been granted to wind up the Lessee, on condition
                  that it
                  has not been vacated within 45
                  days.

              


      

      


      
        	 	 	
                (3)

              	
                If
                  a receiver is appointed over the Lessee’s assets, on condition that such
                  appointment has not been vacated within 45
                  days.

              


      

      


      
        	
              	 	
                The
                  Company will notify the Lessee in writing of the termination of
                  the
                  Agreement and such termination will be deemed to be effective from
                  the
                  date of the filing of the application against the Lessee for the
                  grant of
                  a receiving order or application for a creditor’s arrangement or petition
                  for the winding up or petition for enforcing charges and/or to
                  appoint a
                  receiver, on condition that such application or petition has not
                  been
                  vacated within 45 days of the date of the presentation
                  thereof.

              


      

      


      
        	
              	(b)	
                In
                  addition to any other relief which the Company is entitled to sue
                  for
                  under this Agreement and/or at law, and without derogating from
                  the
                  generality of the foregoing, the Company will be entitled to bring
                  about
                  the rescission of this Agreement after giving 14 days’ notice, in the
                  following cases:

              


      

      


      
        	 	 	
                (1)

              	
                The
                  Premises is being used otherwise than in accordance with that detailed
                  in
                  clause 7.

              


      

      


      
        	 	 	
                (2)

              	
                The
                  creation of a nuisance in a manner which disturbs and/or which
                  may disturb
                  the offices and/or enterprises and/or businesses in the neighborhood
                  of
                  these Premises.

              


      

      


      
        	 	 	
                (3)

              	
                The
                  doing of any act which is contrary to the provisions of clause
                  12(a)
                  and/or 15 of this Agreement above.

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	 	 	
                  (4)

                	
                  The
                    non-payment of two instalments of Rent and ancillary payments
                    under this
                    Agreement, and after written notice will have been given to the
                    Lessee and
                    30 days have passed and such sums remain
                    unpaid.

                


        

      

      


      
        	 	 	
                (5)

              	
                The
                  failure to provide the Bank Guarantee mentioned in clause 5 above
                  by
                  15/6/2000.

              


      

      


      
        	
              	(c)	
                In
                  the event of the rescission of the Agreement or the Company having
                  given
                  notice of the rescission or termination thereof, the Lessee will
                  vacate
                  the Premises within 30 days of receiving such
                  notice.

              


      

      


      
        	
              	(d)	
                The
                  provisions of this clause will not serve to derogate from the Company’s
                  rights under this Agreement or at
                  law.

              


      

      


      
        	
              	(e)	
                If
                  the Lessee has been evicted from the Premises in respect of that
                  stated in
                  sub-clause (a) or (b) above, the Lessee will not be entitled to
                  any
                  compensation and/or payment for any reason whatsoever from the
                  Company.

              


      

      


      
        	21.	
                Discharge
                  of the Lessee’s debts

              


      

      


      
        	 	
                (a)

              	
                If
                  the Company will be bound to pay in lieu of the Lessee any sum
                  in
                  connection with the Premises, the payment of which falls on the
                  Lessee
                  under this Agreement or at law, including payments for the use
                  of
                  electricity, water, municipal fees, telephone charges, the Company
                  will
                  notify the Lessee of its intention to pay such sum in lieu of the
                  Lessee,
                  14 days prior to the payment
                  thereof.

              


      

      


      
        	 	
                (b)

              	
                The
                  Lessee will reimburse the Company for any sum that has been paid
                  by the
                  Company as stated, within 14 days of being demanded to do so, together
                  with Linkage Differentials as specified in clause 26, from the
                  day of
                  demand and until the day of payment.


              


      

      


      
        	22.	
                Taxes

              


      

      


      
        	 	
                All
                  taxes, fees and governmental and/or municipal and/or other levies
                  and
                  other payments of any kind or type whatsoever relating to the conduct
                  of
                  the Lessee’s business or which apply to an occupier of the Premises or
                  which apply to the Premises (but not to owners of property) and/or
                  which
                  will apply to the Lessee and/or the Premises (but not to owners
                  of
                  property) during the Lease Term, will be paid by the Lessee, including
                  taxes, fees and/or levies that will apply to the Common Property
                  (as
                  defined in clause 12(b)(1)) (hereinafter: “the Common Property Taxes”).
                  The Lessee’s portion of the Common Property Taxes will be set in
                  accordance with that stated in clause 12(c) (1) above, mutatis
                  mutandis.

              


      

      


      
        	 	
                The
                  Company will bear all the taxes and levies of their various kinds
                  which
                  apply by law to owners of Property.

              


      

      


      
        	
                23.

              	
                Tenant’s
                  Protection Law

              


      

      


      
        	 	
                The
                  parties hereby declare that in respect of the tenancy under this
                  Agreement
                  the Lessee has not paid the Company any key money, directly or
                  indirectly,
                  and it is not a protected tenant according to the Tenant’s Protection
                  (Consolidated Version) Law, 5732 - 1972 and/or any law in substitution
                  therefor (hereinafter: “the
                  Tenant’s Protection Law”).
                  In the event of the Lessee effecting any works at the Premises
                  at its own
                  expense, such works will not be deemed in any way to be payment
                  of key
                  money and the Lessee will not be deemed as a protected tenant pursuant
                  to
                  the Tenant’s Protection Law.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                24.

              	
                Expenses
                  of this Agreement

              


      

      


      
        	 	
                The
                  Lessee will be liable for the stamp duty of this Agreement and
                  all the
                  copies thereof and the stamp duty costs will apply to the Lessee
                  only.

              


      

      


      
        	
                25.

              	
                Linkage
                  and Interest

              


      

      


      
        	 	
                It
                  is agreed by the parties that in respect of any sum that the Lessee
                  has
                  not paid on due date (hereinafter: “the Amount
                  in Arrears”)
                  the Lessee will be bound to pay the Company, in addition to the
                  Amount in
                  Arrears, Linkage Differentials the method of calculation of which
                  is set
                  out in clause 3 (a) above, mutatis mutandis (the Amount in Arrears,
                  plus
                  Linkage Differentials being hereinafter called: “the
                  Estimated Debt”).
                  The Estimated Debt will bear interest at the rate of 5% per annum
                  (hereinafter: “the
                  Annual Interest”),
                  from the date the debt is created until the date on which the payment
                  is
                  actually made.

              


      

      


      
        	 	
                Each
                  payment made by the Lessee to the Company in respect of the Amount
                  in
                  Arrears will be split and ratably apportioned against the components
                  of
                  the Debit Amount that is, the Annual Interest component, the Linkage
                  Differentials and the component of the Amount in
                  Arrears.

              


      

      


      
        	
                26.

              	
                Value
                  Added Tax

              


      

      


      
        	 	
                Any
                  amount which the Lessee is bound to pay or deposit under this Agreement
                  will bear Value Added Tax pursuant to the lawful rate thereof on
                  the date
                  of payment or deposit, and be paid by the Lessee. The parties agree
                  that
                  the Company will be entitled to round up the amounts for which
                  the Lessee
                  is liable to pay or deposit with the Company under this Agreement
                  or at
                  law, to the nearest New Shekel. Payment of the Value Added Tax
                  will be
                  made on the date fixed for making the payment or deposit, against
                  a lawful
                  VAT receipt.

              


      

      


      
        	
                27.

              	
                Jurisdiction

              


      

      


      
        	 	
                It
                  is agreed by the parties that the Court mentioned in clause 18
                  of Appendix
                  ‘A’ has been selected by them as the exclusive place of jurisdiction
                  in
                  respect of any matter related to and/or deriving from this
                  Agreement.

              


      

      


      
        	
                28.

              	
                Upholding
                  of Laws

              


      

      


      
        	 	
                The
                  parties will uphold the provisions of any law relating to the Premises
                  and
                  the use thereof.

              


      

      


      
        	
                29.

              	
                Non-Setoff
                  of payments

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                The
                  parties agree that the sums that they owe or will owe to one another
                  in
                  respect of this Agreement or for any reason whatsoever, will not
                  be
                  capable of being setoff. For the removal of any doubt, in the event
                  of the
                  Lessee having any claim or demand against the Company, it will
                  not be
                  entitled to setoff the amount of the demand or claim but will be
                  entitled
                  to file an action with the court against the
                  Company.

              


      

      


      
        	
                30.

              	
                Plan
                  of the Premises

              


      

      


      
        	 	
                A
                  plan including the description of the Premises is attached hereto
                  as
                  Appendix ‘D’ (hereinafter: “the
                  Plan”).

              


      

      


      
        	
                31.

              	
                Modification
                  of the Agreement

              


      

      


      
        	 	
                No
                  modification to the conditions of this Agreement or waiver of the
                  Company’s rights thereunder will be made except in writing and under the
                  hand of those authorised to bind the
                  Company.

              


      

      


      
        	 	
                Notwithstanding
                  the foregoing, the Company’s consent to curtail the Term of the Lease will
                  be regarded as valid only if it has been made in writing and signed
                  by the
                  authorised signatories of the
                  Company.

              


      

      


      
        	
                32.

              	
                Management
                  Agreement

              


      

      


      
        	 	
                Together
                  with this Agreement of Lease, and as an integral part thereof,
                  the Lessee
                  will sign the Management Agreement attached hereto as Appendix
                  ‘C’.

              


      

      


      


      
        	
                33.

              	
                Undertaking
                  and declarations of the
                  Company

              


      

      


      
        	 	
                The
                  Company undertakes not to lease and/or sell the Building and/or
                  the parts
                  other than those leased to the Lessee, to any other lesseee and/or
                  purchaser who uses such parts otherwise than for the purpose of
                  offices
                  and/or hi-tech. The Company further declares that from its standpoint,
                  nothing will prevent the erection of a kitchen and/or dining room
                  for the
                  Lessee’s employees within the Premises, subject to the Building’s systems
                  and it’s facilities use for the purposes for which they were intended
                  to
                  be used and subject to not causing nuisance to the other tenants
                  of the
                  building.

              


      

      


      
        	
                34.

              	
                 Delivery
                  of Notices

              


      

      


      
        	 	
                Any
                  notice which the parties to this Agreement are required to give
                  to one
                  another will be regarded as having been delivered after 48 hours
                  have
                  elapsed from the time of dispatch by registered mail from a post
                  office in
                  Israel, to the address of the parties, as set out in this
                  Agreement.

              


      

      


      
        	 	
                The
                  delivery of notice at the Premises to the Lessee or its employee
                  will be
                  deemed to be due delivery thereof to the
                  Lessee.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                In
                  addition to the foregoing, the parties will be entitled to send
                  notices to
                  one another by messenger, in which case the date appearing in the
                  delivery
                  Form signed by the messenger will be deemed to be the date of delivery
                  of
                  the notice.

              


      

      


      
        	 	
                The
                  parties will be entitled to furnish notices to one another by fax.
                  Any
                  instrument sent to a party by fax will be regarded as having been
                  furnished to the other party by personal delivery on the date of
                  dispatch,
                  provided that the instrument contains an acknowledgement of the
                  fact of
                  the dispatch.

              


      

      


      
        	 	
                The
                  parties’ addresses as set out in this Agreement will also be deemed to
                  be
                  their addresses for the purpose of service of
                  process.

              


      

      


      
        	 	
                In
                  witness whereof the parties have set their
                  hands:

              


      

      

        
          	 	
                  Mivneh
                    Taasiya Ltd. (signed)

                	 	
                  Net
                    2 Wireless Israel Ltd. (signed)

                
	 	 	 	 
	 	
                  __________________

                	 	
                  ________________

                
	 	
                  The
                    Company

                	 	
                  The
                    Lessee

                


        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Appendix
        ‘A’ - To the Addendum to the Agreement dated 2/2/2000 

      (Agreement
        No. 1-03-1198-3)


      
        	 
	
                Particulars
                  of the Premises

              
	
                Name
                  of Lessee

              	
                :    Net
                  2
                  Wireless Israel

              	 
	
                Address
                  of the Premises

              	
                :    12
                  Ha’amal Street, Rosh Haayin

              	 
	
                No.
                  of Premises

              	
                :    137.002.01+11+21+31

              	 
	
                Type
                  of Premises

              	
                :    Office
                  and Hi-tech Building

              	 


      

      


      
        	
                A.

              	
                In
                  this Agreement:

              


      

      


      
        	1.	
                “Land”
                  - means
                  the land having an area of 15,622
                  square meters and known as Parcel 527-8
                  in
                  Block 8863.

              


      

      


      
        	
                2.

              	
                “Building”
                  - the western building having an area of 14,415 square meters of
                  2
                  buildings erected on the Land and which comprise 4
                  floors each. In the event of the fourth floor of the Building not
                  being
                  constructed as set out in clause 6A (a) of the Agreement, the area
                  of the
                  Building will be 10,941 square meters
                  only.

              


      

      


      
        	
                3.

              	
                “The
                  Premises” - a unit in the Building situated on the ground
                  + first + second + third
                  floors, and numbered 137.002.01+11+21+31
                  and having an area of 10,
                  000
                  square meters (gross external measurements plus the proportionate
                  to part
                  of the Common Property designed for the use of all or part of the
                  users of
                  the Building) and 199
                  parking floors on the basement floor and 90
                  parking places on the ground floor pursuant to that stated in Appendix
“F”
                  of the Principal Agreement (all jointly hereinafter called: “the
                  Premises”).

              


      

      


      
        	
                4.

              	
                “Purpose”
                  - hi-tech offices as the only use.

              


      

      


      
        	
                5.

              	
                “The
                  Lease Term” - commencing on 15/9/2000
                  (“the Commencement Date of the Lease” and expiring on 31/12/2010
                  (“the Expiry Date of the Lease”)

              


      

      


      
        	 	
                a.

              	
                The
                  Company undertakes to enable the Lessee to enter the Premises for
                  the
                  purpose of commencing the implementation of Adaptation Works, by
                  not later
                  than 15/6/2000 (hereinafter: “the Adaptations Delivery Date”). In respect
                  of each month of delay in such delivery, or part of one month
                  (hereinafter: “the Delay Period”) the Company will compensate the Lessee
                  by cancelling the rent according to this Agreement for a period
                  of the
                  same duration as the Delay Period and which commences on the Lease
                  Commencement Date. As possible, the Company will allow the Lessee
                  to enter
                  into the southern part of the Building before the Adaptations Delivery
                  Date in order to enable it to carry out the necessary works at
                  the
                  Premises in stages. The Lessee will not be subject to any financial
                  obligations whatsoever in respect of
                  this.

              


      

      


      
        	 	
                (b)

              	
                The
                  Lessee may terminate the Lease Term on 31/12/2005 if it gives notice
                  thereof to the Company in writing 90 days in
                  advance.

              


      

      


      
        	 	
                (c)

              	
                The
                  Lessee may terminate the Lease Term on 31/12/2003 if it gives notice
                  thereof to the Company in writing 90 days in advance. If the Lessee
                  has
                  elected to do so, it will pay the Company an amount in New Shekels
                  equal
                  on the date of giving such notice to four months of the lease and
                  rental
                  for parking. Such payment will be paid within 30 days of the date
                  on which
                  the Lessee vacates the Premises.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                (d)

              	
                The
                  Lessee may notify the Company up to 6 months before the expiration
                  of the
                  Lease Term of its wish to extend the Lease Term for further terms
                  of 5
                  years each, but not exceeding 15 years (hereinafter: “the Further Lease
                  Term”). Upon receipt of such notice by the Company, the terms of the
                  Lease
                  will be set, including the rent and payment of rental for the parking
                  (hereinafter: “the Price”)
                  with the agreement of the parties. If the parties fail to reach
                  agreement,
                  an appraiser agreed on by the parties will be appointed to set
                  the Price
                  for the entire Further Lease Term and his determination will be
                  binding
                  upon the parties.

              


      

      


      
        	6.	
                “The
                  Principal Rent”- the principal rent and rental for the parking for each
                  month in respect of the Premises is:


              


      

       

      “Rental
        for
the
        Parking” -

      
        	 	 	 	 	 	 	 
	 	
                NIS
                  for the rental -

              	
                NIS
                  for the parking 

              	
                Commencing
                  from

              	
                15/9/2000

              	
                Until

              	
                14/12/2000

              
	 	
                NIS
                  for the rental -

              	
                NIS
                  for the parking

              	
                Commencing
                  from 

              	
                15/12/2000

              	
                Until

              	
                14/2/2001

              
	 	
                NIS
                  for the Lease -

              	
                NIS
                  for the parking

              	
                Commencing
                  from

              	
                15/2/2001

              	
                Until

              	
                31/12/2002

              
	 	
                NIS
                  for the Lease -

              	
                NIS
                  for the parking

              	
                Commencing
                  from

              	
                1/1/2003

              	
                Until

              	
                31/12/2004

              
	 	
                NIS
                  for the Lease -

              	
                NIS
                  for the parking

              	
                Commencing
                  from

              	
                1/1/2005

              	
                Until

              	
                31/12/2006

              
	 	
                NIS
                  for the Lease -

              	
                NIS
                  for the parking

              	
                Commencing
                  from

              	
                1/1/2007

              	
                Until

              	
                31/12/2008

              
	 	
                NIS
                  for the Lease -

              	
                NIS
                  for the parking

              	
                Commencing
                  from

              	
                1/1/2009

              	
                Until

              	
                31/12/2010

              


      

       

      
        	7.	
                “The
                  Base CPI” -      
                  the
                  CPI published on 15/1/2000
                  and which stood at 106.6
                  points.

              


      

      


      
        	8-10	
                Cancelled.

              


      

      


      
        	11.	
                “Bank
                  Guarantee” -        the
                  amount of the autonomous bank guarantee is the sum of NIS
                  _________ on the date of the delivery of the entire Premises for
                  Adaptations, but not before
                  15/6/2000.

              


      

       

      
        	12.	
                “Permitted
                  floor 

                loading”-           
                  1000
                  kilograms per square meter on the ground floor, 500
                  kilograms per square meter on floors 1, 2 and
                  3.

              


      

      


      
        	13.	
                Cancelled.

              


      

      


      
        	14.	
                “The
                  Electricity Connection”
                  - having
                  an output of 400
                  amps, triple-phase on each floor
                  separately.

              


      

      


      
        	15.	
                Cancelled.

              


      

      


      
        	16.	
                Cancelled.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                17.

              	
                “Insurance
                  

                Expenses”
                  -      
                  NIS
                  _______ every three months.

              


      

      


      
        	18.	
                “Exclusive
                  

                Jurisdiction”
                  -  
                  the
                  competent court in the Tel
                  Aviv
                  District.

              


      

      


      
        	
                19.

              	
                The
                  particulars of the Lessee that will appear in the direction signs
                  or means
                  of publication in the Building are: Net
                  2 Wireless Ltd.

              


      

      

        
          	 	
                  ________________________

                	 	
                  ____________________________

                
	 	
                  Mivneh
                    Taasiya Ltd. (signed)

                	 	
                  Net
                    2 Wireless Israel Ltd. (signed)

                
	 	 	 	 
	 	
                  The
                    Company

                	 	
                  The
                    Lessee

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Appendix
        A1’ - 

      (Clause
        6 (c) of the Agreement of Lease)

      


      


      Specification
        of Adaptations to the Premises

      


      The
        Lessee will receive the Premises from the Company to a standard of finish
        of a
“shell”, comprising the following items:

      


      The
        Building Frame

      


      Exterior
        walls of natural stone and aluminum;

      Bomb
        shelters and protected defence areas in accordance with the requirements
        of the
        Civil Defence Forces;

      


      Building
        Systems

      


      Water
        supply up to the meter, sewerage and drainage;

      Peripheral
        firefighting network, including increased water pressure system and sprinkler
        system half of which being at the Extra Hazard
        level,
        and the other half being at the Light
        Hazard
        level;

      Two
        integrated freight / passenger elevators in each shaft;

      Lighting
        in the public areas;

      Preparation
        for Bezeq
        landline
        cables.

      Service
        rooms of the number required according to the Standard and at the level of
        finish according to the specification given by the Lessee.

      Chillers
        for airconditioning of a number according to the requirements of the Lessee’s
        cooling consultant, including supplementary electrical feed; electrical
        connection on each floor up to the main consul with an output of up to 400
        amps,
        triple-phase per floor.

      Fat-separating
        pit for the dining room according to a specification to be supplied by the
        Lessee.

      


      Finish
        Works

      


      In
        the
        entrance lobby on each floor - stone faced floors and walls, acoustic ceiling;
        in the stairwells walls of marble and terrazzo flooring;

      Polysid
        or polycryl paint; 

      Smoothed
        over concrete floor on each floor. 

      Internal
        partitions of double-sided plasterboard with insulation or plastered
        blocks.

      

        
          	
                  (signed)

                	
                  (signed)

                
	 	 
	
                  Net
                    2 Wireless Israel L.T.D.

                	
                  Mivneh
                    Taasiya Ltd.

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Appendix
        B -

      (Clause
        10 (d) of the Agreement of Lease) 

      


      


      Operating
        Rules

      


      
        	a.	
                Preamble
                  - Purpose of the Rules

              


      

      


      The
        Rules
        below include regulations, rules and instructions applying to all tenants
        in the
        Building, and the upholding of the rules and the instructions therein is
        to be
        regarded as an extension of the clauses in the Agreement of Lease between
        the
        Company and the Lessee.

      


      The
        purpose of the Rules is to ensure business management to a high level and
        standard in the Building, the need of uniform rules of conduct as a derivative
        of the management of the Building as a single complex in a manner whereby
        the
        standard and quality of the management of the businesses in all the Premises
        has
        an immediate impact on the project’s name amongst the public as an office and
        hi-tech building, and the ability of each tenant to exploit the business
        potential implied from the management of a business within the scope of such
        a
        center.

      


      The
        Company will manage the Building directly or through a management company
        (hereinafter: “the Management Company”). A management agreement between the
        Company and the Lessee is attached to the Agreement of Lease as Appendix
        ‘C’.

      


      General

      


      
        	 	
                (1)

              	
                The
                  Lessee will avoid doing any act, deed or omission which could in
                  one way
                  or another, cause:

              


      

      


      
        	
              	(a)	
                Damage,
                  loss or harm to the property of the Company, including the Common
                  Property.

              


      

      


      
        	
              	(b)	
                Risk
                  of bodily injury and/or injury to the property of any person from
                  among
                  the public using the Building, including any visitor or customer
                  from
                  among the general public.

              


      

      


      
        	
              	(c)	
                Nuisance
                  or any other interference of any kind, including causing any noise
                  and/or
                  speaker announcement and/or any other form of advertisement that
                  may
                  disturb the other business owners in the building and the general
                  public.
                  

              


      

      


      
        	
              	(d)	
                Without
                  derogating from the generality of the foregoing, the Lessee will
                  avoid
                  causing any noise and/or unreasonable smells within the scope of
                  managing
                  its business at the Premises, and will not suffer others to cause
                  any such
                  noise or smell from the area of the
                  Premises.

              


      

      


      Upon
        the
        Management Company’s demand, the Lessee will cease and/or remove immediately any
        such nuisance and/or obstacle.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      If
        the
        Lessee fails to comply with the Management Company’s demand, it will have the
        authority to cause the cessation / removal of the nuisance and/or obstacle,
        and
        the Lessee will have no claim in connection therewith.

      


      
        	
              	(2)	
                The
                  Company may determine the hours of activity in the
                  Building.

              


      

      


      
        	 	
                (3)

              	
                The
                  Rules will be subject to the Agreement of Lease in the sense that
                  all the
                  terms herein will have the meaning ascribed thereto according to
                  the
                  Agreement of Lease and in the event of any inconsistency between
                  the
                  provisions hereof and those of the Agreement of Lease, the latter
                  will
                  prevail, unless the provisions of these Rules serve to add to those
                  contained in the Agreement of
                  Lease.

              


      

      


      
        	b.	
                Particulars
                  of the Rules 

              


      

      


      
        	
              	(1)	
                Cleaning
                  and Garbage Removal

              


      

      


      
        	 	 	
                (1.1)

              	
                The
                  Lessee undertakes to keep the Premises in an orderly and proper
                  condition,
                  and keep the Premises clean. The Lessee will not leave any garbage
                  or
                  rubbish or any unnecessary item in the areas of the Common Property
                  and
                  remove any such garbage or rubbish as set out in clause 10 of the
                  Agreement.

              


      

      


      
        	 	 	
                (1.2)

              	
                Garbage
                  containers will be placed in the Building. Removal of the tenants’ garbage
                  to the containers will be at the responsibility of each and every
                  tenant.

              


      

      


      
        	 	 	 	
                The
                  tenants will remove the garbage in sealed plastic bags into the
                  garbage
                  containers.

              


      

      


      
        	 	 	
                (1.3)

              	
                There
                  will be an absolute prohibition applying to the destruction of
                  garbage of
                  any kind whatsoever by way of incinerating within the area or adjacent
                  to
                  the Building, or ejecting the garbage into the sewerage system,
                  or burying
                  the same in the ground.

              


      

      


      
        	 	 	
                (1.4)

              	
                The
                  Lessee will not keep any merchandise, packaging of any kind whatsoever,
                  objects, tools, equipment and fixtures in the areas of the Common
                  Property.

              


      

      


      
        	 	 	
                (1.5)

              	
                The
                  Management Company will have the authority to remove without any
                  prior
                  warning, any object, tool, equipment or other thing that will be
                  found
                  outside the area of the Premises, and which will, in its opinion,
                  constitute a nuisance and charge the Lessee for the expenses involved
                  in
                  removing the same.

              


      

      


      
        	
              	(2)	
                Loading
                  and unloading

              


      

      


      
        	 	 	
                Loading
                  and unloading operations will be carried out by the Lessee within
                  the area
                  of the Premises.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        	
                (3)

              	
                Public
                  Lighting and the Airconditioning

              	 


      

      


      
        	 	 	
                (3.1)

              	
                The
                  management company is responsible for maintaining the public electricity
                  systems up to the point of the Lessee’s electricity
                  board.

              


      

      


      
        	 	 	
                (3.2)

              	
                The
                  public lighting in the Common Property, in whole or in part, will
                  be
                  operated during night time hours, as determined by the management
                  company.

              


      

      


      
        	
              	(4)	
                Keys

              


      

      


      
        	 	 	
                (4.1)

              	
                Each
                  lessee will notify the Management Company of the location of the
                  entrance
                  door key to the Premises, for use in times of emergency.
                  

              


      

      


      
        	 	 	
                (4.2)

              	
                The
                  key to the bomb shelter will be in the glass cabinet adjacent to
                  the
                  entrance to the shelter, and be in the responsibility of the Management
                  Company. The key will be used in emergencies only.
                  

              


      

      
        	 	 	
                (4.3)

              	
                The
                  remaining doorways and cabinets are locked and the keys thereof
                  are held
                  by the Management Company only. 

              


      

      


      
        	 	
                (5)

              	
                Safety
                  and ecology provisions 

              


      

      


      
        	 	 	
                (5.1)

              	
                Gas
                  welding containers may not be brought into the Building and/or
                  the
                  Premises, without the approval of the Management Company; the Company
                  is
                  under no duty to grant such approval and will be entitled to impose
                  conditions on the grant thereof. 

              


      

       

      
        	 	 	
                (5.2)

              	
                No
                  solvents, chemicals and flammable materials may be stored without
                  such
                  approval. 

              


      

      


      
        	 	 	
                (5.3)

              	
                The
                  Management Company may prohibit the entry of equipment, installations,
                  materials and the like which, in its opinion, are unsafe, into
                  the area of
                  the Building and/or the Premises. 

              


      

      


      
        	 	 	
                (5.4)

              	
                Dangerous
                  effluents and/or fats and/or solids are prohibited from being drained
                  into
                  the sewage system. The Lessee will ensure that effluents are purified
                  or
                  removed from the Building in containers or otherwise as coordinated
                  with
                  the Management Company. 

              


      

      


      
        	 	 	
                (5.5)

              	
                The
                  placing of any article on the stairs and in the stairwells and
                  in the
                  shelters is forbidden. 

              


      

      


      
        	 	 	
                (5.6)

              	
                The
                  hindering or blocking of access to the emergency doors (by placing
                  equipment, etc.) is prohibited. 

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
              	
                (5.7)

              	
                Every
                  Lessee must be aware of the location of the fire extinguisher points
                  in
                  the vicinity of the Premises.  

              


      

      


      
        	 	
                (6)

              	
                Installation
                  of electro-magnetic systems 

              


      

      


      
        	 	 	
                (6.1)

              	
                The
                  installation of all electro-magnetic systems (air-conditioning,
                  electricity, compressed air, gas, alarms, smoke and fire detectors
                  and the
                  like) in the various premises must obtain the prior approval from
                  the
                  Company according to plans that will show the method of connection
                  to the
                  central systems and the passage and location of all the system
                  components
                  via the shafts in the Building. 

              


      

      


      
        	 	 	
                (6.2)

              	
                A
                  premises have an electricity board and preparation for an electricity
                  meter. 

              


      

      


      
        	 	 	
                (6.3)

              	
                The
                  internal electricity systems within the Premises will be effected
                  and
                  maintained by the lessees. 

              


      

      


      
        	 	
                (7)

              	
                Firefighting

              


      

      


      
        	 	 	
                Each
                  lessee will equip the Premises with firefighting equipment and
                  act in
                  accordance with the requirements and instructions of the fire authorities
                  as will be required of it for the purpose of receiving business
                  permit.
                  

              


      

      


      
        	 	
                (8)

              	
                Emergencies
                  and fires

              


      

      


      
        	 	 	
                (8.1)

              	
                Immediate
                  notice should be given to the Management Company of any malfunction
                  in the
                  Building, the Premises, the systems or any other exceptional occurrence.
                  

              


      

      


      
        	 	 	
                (8.2)

              	
                The
                  firefighting authorities jointly with the Management Company should
                  be
                  notified of any fire or smoke occurrence.


              


      

      


      
        	 	 	
                (8.3)

              	
                The
                  access to the shelter or protected area should not be blocked by
                  the
                  placing of equipment. 

              


      

      


      
        	 	 	
                (8.4)

              	
                Every
                  Lessee shall be responsible for its employees being aware of the
                  access
                  ways to the shelter/protected area and the fire escape routes.
                  

              


      

      


      
        	 	 	
                (8.5)

              	
                Each
                  Lessee will make itself aware of the location of the firefighting
                  points
                  in the vicinity of their specific premises.


              


      

      


      
        	 	 	
                (8.6)

              	
                Any
                  lessee installing an alarm system must receive approval thereto
                  from the
                  Management Company.

              


      

      


      
        	 	 	
                (8.7)

              	
                Emergency
                  telephone numbers

                The
                  Mivneh Taasiya company  -
                   03-5190830

                
                  Police
                    - 100

                  Ambulance- 
                    101

                  Fire
- 
                    102

                

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	 	
                (9)

              	
                Miscellaneous

              


      

      


      
        	 	 	
                (9.1)

              	
                Passage
                  through the exit point to the roof of the Building is prohibited
                  and will
                  only be permitted with the approval of the Management Company.
                  

              


      

      


      
        	 	 	
                (9.2)

              	
                The
                  carrying out of any work on and within the walls of the Premises
                  and the
                  Building will only be permitted with the prior written approval
                  of the
                  Management Company.

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      



      Appendix
        ‘C’

      (Clause
        (32) of the Agreement of Lease)

      


      Management
        Agreement

      


      Made
        and
        signed in Rosh
        Haayin
        this
2 February,
        2000

      


      Between: Mivneh
        Taasiya Ltd.

      


      (hereinafter
        - “the Company”)

      on
        the
        one part

      


      And:  The
        Lessee mentioned in the preamble to the Agreement of Lease

      


      (hereinafter:
        “the Lessee”)

      on
        the
        other part

      


      
        	WHEREAS	
                the
                  Company is the proprietor of the leasehold rights in the Land and
                  the
                  Building mentioned in clauses 1 and 2 of Appendix ‘A’ to the Agreement of
                  Lease; and

              


      

      


      
        	WHEREAS	
                the
                  Lessee has leased from the Company Premises pursuant to that stated
                  in
                  clause 3 of Appendix ‘A’ to the Agreement of Lease;
                  and

              


      

      


      
        	WHEREAS	
                the
                  Lessee agrees that the management, maintenance and operation of
                  the
                  Building, in all its parts, will be exclusively effected by the
                  Company
                  and undertakes to act pursuant to the terms of this Agreement and
                  participate in the management expenses as herein set out;
                  and

              


      

      


      
        	WHEREAS	
                this
                  Agreement is intended to regulate the mutual undertakings between
                  the
                  parties in all matters pertaining to the management and implementation
                  of
                  the services in the Building;

              


      

      


      It
        is therefore agreed and stipulated between the parties as
        follows:

      


      
        	1.	
                Preamble

              


      

      


      
        	 	
                (a)

              	
                The
                  preamble, including the definitions and declarations included therein,
                  constitute an integral part of this
                  Agreement.

              


      

      


      
        	 	
                (b)

              	
                The
                  headings to the clauses in this Agreement are for convenience only,
                  and
                  are not part of the Agreement.

              


      

      


      
        	 	
                (c)

              	
                Upon
                  the signature of this Agreement, and the Agreement of Lease, all
                  declarations and/or undertakings and/or representation given or
                  made by
                  the parties prior to the signature of these Agreements are null
                  and
                  void.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	2.	
                  Definitions

                


        

      

      


      
        	 	
                In
                  the absence of any intention to the contrary arising from the context,
                  the
                  following terms will bear the meanings set out opposite
                  them:

              


      

      


      
        	
              	(a)	
                “Common
                  Property”

              


      

      


      
        	 	 	
                Each
                  part of the site and/or the Building which the Company has dedicated
                  to
                  the common use of all the tenants of the Building and/or the purchasers
                  thereof or most of them, including, but without derogating from
                  the
                  generality of the foregoing:

              


      

      


      
        	 	 	
                (1)

              	
                All
                  the parts of the Building, including bomb shelters, protected areas,
                  machinery rooms, electricity rooms, roofs, exterior walls, the
                  foundations, stairwells, passages, entrances, elevators, garbage
                  rooms,
                  yards, gardens, parking areas, installations, roads, ramps and
                  pavements
                  as well as the remaining areas of the Building, apart from the
                  parts which
                  have been leased or sold and/or are designated for sale or leasing
                  in the
                  future, and except for those parts of the site and/or the Building
                  that
                  will be excluded by the Company from the Common Property, at its
                  discretion.

              


      

      


      
        	 	 	
                (2)

              	
                Airconditioning
                  installations and elevators (if any)*, piping of any kind whatsoever
                  and
                  all the remaining installations situated in and/or serving and/or
                  used by
                  the Building and which the Company has designated for the common
                  use of
                  all the tenants or purchasers of the Building or by most of them,
                  even if
                  they are situated within the boundaries of the areas that have
                  been sold
                  or leased or the areas linked
                  thereto.

              


      

      


      
        	 	 	
                (3)

              	
                In
                  no event will the Common Property include parts which have been
                  linked by
                  the Company to any particular unit in the Building, at the Company’s
                  discretion.

              


      

      


      
        	
              	(b)	
                “The
                  Services”

              


      

       

      
        	 	 	
                The
                  management, operation, repair, maintenance, renewal, cleaning,
                  inspection,
                  lighting, safekeeping and landscaping of the Common Property (as
                  defined
                  below) and of the piping, installations and areas in the Building
                  which
                  serve or are used by the Building and/or for the implementation
                  of any
                  acts in the Building and/or the supply used or designed to be used
                  or
                  serve the Premises or the Building. Without derogating from the
                  generality
                  of the foregoing, the Company may, at its discretion, manage, implement,
                  initiate and provide or cease providing or implementing the services
                  detailed above or part thereof as well as any other service, at
                  its
                  election.

              


      

      


      
        	 	 	
                Having
                  regard to the special character of the Building and the complexity
                  thereof, the services may similarly include special services that
                  are not
                  customary in ordinary buildings, such as: the payment of fees,
                  taxes and
                  levies applicable now or hereafter to the Common Property, advertising,
                  signage, public relations, the organisation of events and the like,
                  all at
                  the discretion of the Company.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          	
                	(b)	
                  “The
                    Operative Date”

                


        

      

      


      
        	 	 	
                The
                  date on which the Company will start managing and implementing
                  the
                  services, as provided in clause 8(a)
                  hereof.

              


      

      


      
        	3.	
                Management
                  and Implementation of the
                  Services

              


      

      


      
        	 	
                (a)

              	
                The
                  Company assumes the exclusive management and implementation of
                  the
                  Services in the Building for the duration of the Agreement, as
                  set out in
                  clause 8 hereof, and the Lessee agrees and conveys to the Company
                  the
                  management and implementation of the Services for the duration
                  of the
                  Agreement exclusively, and undertakes not to effect the Services
                  itself or
                  through others.

              


      

      


      
        	 	
                (b)

              	
                The
                  Company will be entitled, from time to time, at its discretion,
                  to
                  determine the volume, type, quality of the Services and such part
                  of which
                  as are supplied to the Building and/or certain parts thereof, if
                  at all,
                  including the time and manner of the supply and duration
                  thereof.

              


      

      


      
        	 	
                (c)

              	
                The
                  management and implementation of the Services will be effected
                  by the
                  Company independently and/or by others and/or partly independently
                  and
                  partly by others, all at the discretion of the Company. Without
                  derogating
                  from the foregoing, it is hereby agreed that the Company may enter
                  into
                  contracts, from time to time, with any body in relation to the
                  provision
                  of maintenance services to the systems, installations and areas
                  in the
                  Building, all in accordance with the economic viability for the
                  Company on
                  the one hand, and the assurance of the quality of the service,
                  on the
                  other.

              


      

      


      
        	
                4.

              	
                The
                  Lessee agrees in advance that the Company will, from time to time,
                  determine rules and instructions in connection with the management
                  and
                  implementation of the Services as it deems fit, and vary the same
                  from
                  time to time. The Lessee undertakes to act in accordance with such
                  instructions, so long as they are not expressly contrary to the
                  provisions
                  of this Agreement and do not prejudice its reasonable use of the
                  Premises.

              


      

      


      
        	
                5.

              	
                For
                  the purpose of managing and implementing the Services as set out
                  in this
                  Agreement, the Company may maintain an office in the Building and
                  may
                  employ a team of technical, professional, administrative and other
                  employees for the purpose of carrying out the works involved in
                  managing
                  and implementing the Services, and will further be entitled to
                  manage and
                  implement the Services in whole or in part by means of contractors,
                  sub-contractors or through such other method as it will deem fit,
                  including employing in a full or partial position, according to
                  a special
                  contract or on such conditions as it will deem fit, the service
                  -
                  providers, as required.

              


      

      


      
        	
                6.

              	
                The
                  Lessee hereby undertakes:

              


      

      


      
        	 	
                (a)

              	
                To
                  be bound to the Company in all matters pertaining to the management
                  and
                  implementation of the Services according to this
                  Agreement.

              


      

      


      
        
          	
                	(b)	
                  That
                    it and its successors and assigns will co-operate with the Company
                    and
                    assist it in all those cases where such co-operation or assistance
                    will be
                    required in order to enable the regular and good management and
                    implementation of the
                    Services.

                


        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                (c)

              	
                To
                  authorise the Company and its successors to enter upon the Premises
                  in
                  order to carry out the works related to the management and implementation
                  of the Services, regardless of whether those works will be effected
                  for it
                  or for another tenant or purchaser, or for the purpose of making
                  repairs
                  that will be required in the other areas of the Building, and,
                  inter alia,
                  to open walls, floors, ceilings and other parts, replace and repair
                  installations and plumbing and make connections thereto, carry
                  out any act
                  that will be required at the discretion of the Company, in order
                  to
                  perform its undertakings under this Agreement, and the Lessee will
                  have no
                  claim against the Company in respect of the disturbance that will
                  be
                  caused to it as a result thereof. In the case of any such act,
                  the Company
                  will endeavour to ensure that the disturbance to the Lessee will
                  be as
                  minimal as possible, and that the state of the Premises will return
                  to
                  what it was previously, as quickly as
                  possible.

              


      

      


      
        	 	
                (d)

              	
                To
                  notify the Company of any malfunction necessitating any action
                  on the part
                  of the Company.

              


      

      


      
        	 	
                (e)

              	
                The
                  Lessee is aware that this Agreement will be registered at the time
                  and
                  when it is enabled in the Land Registry, either by the inclusion
                  thereof
                  within the scope of the Rules of the Co-operative House of the
                  Company or
                  by the registration of a caution to the effect that it exists and
                  is
                  binding, or through such other method as the Company at its discretion
                  will decide.

              


      

      


      
        	7.	
                Expenses
                  of Managing and Implementing the
                  Services

              


      

      


      
        	 	
                (a)

              	
                The
                  Lessee undertakes to bear, jointly with the remaining tenants and/or
                  purchasers of the Building, all the expenses involved in the management
                  and the implementation of the Services, including the financing
                  costs
                  involved in implementing the Services (hereinafter: “the Basic Expenses”)
                  with the addition of management fees at the rate of 15% of the
                  Basic
                  Expenses (hereinafter: “the Management Fees”). The Basic Expenses with the
                  additional management fees will be hereinafter called the
                  “Expenses”.

              


      

      


      
        	 	
                (b)

              	
                The
                  Lessee’s share of the total Expenses will be set in accordance with a
                  formula to be prepared by the Company subject as set out below.
                  In
                  dividing the Expenses between the tenants and/or the purchasers
                  of the
                  Building, the Company will act as
                  follows:

              


      

      


      
        	 	 	
                (1)

              	
                Calculate
                  the proportionate share of the Lessee in the Expenses (hereinafter
                  - “the
                  Proportionate Share”), by dividing the area of the Premises by the higher
                  of the two following:

              


      

      


      
        	
              	(a)	
                The
                  total area which has been leased and/or actually sold in the
                  Building.

              


      

      


      
        	
              	(b)	
                80%
                  (eighty percent) of the total areas in the Building which are designated
                  for sale and/or leasing.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	 	
                There
                  will be added to the share of the Lessee in the Expenses, Linkage
                  Differentials (as defined in clause 3(a) of the Agreement of Lease,
                  mutatis mutandis) the Base CPI for the calculation thereof being
                  the CPI
                  published on the 15th
                  of
                  the month preceding the date of the notice of
                  demand.

              


      

      


      
        	 	 	
                The
                  Lessee will not be entitled to appeal its share in the Expenses
                  or any
                  information used as a basis for calculating its share in the Expenses,
                  and
                  may similarly not appeal the date that will be fixed by the Company
                  for
                  the payment thereof.

              


      

      


      
        	 	
                (2)

              	
                It
                  is hereby agreed that the Company will be entitled to vary the
                  formula for
                  dividing the Expenses and determine another rate between the areas
                  having
                  a different character or use in the
                  Building.

              


      

      


      
        	 	
                (3)

              	
                All
                  the equipment that will be purchased by the Company in order to
                  provide
                  the Services out of the funds of the tenants and/or the purchasers,
                  will
                  only be used for providing the Services under this Agreement. The
                  Company
                  may, at its discretion, decide on the form of the acquisition of
                  the
                  equipment. The financing expenses, to the extent there are any
                  will
                  constitute part of the Expenses.

              


      

      


      
        	 	
                (4)

              	
                The
                  Expenses will be paid by the Lessee and the other tenants and/or
                  purchasers pursuant to that stated in sub-clause (b)(1)
                  above.

              


      

      


      
        	 	
                (5)

              	
                The
                  Lessee undertakes to pay to the Company in advance, on the 1st
                  day of each month, its share in the Expenses according to the Company’s
                  estimate.

              


      

       

      
        
          	 	 	(c)	
                  Cancelled.

                


        

        
          	 	 	 	 


        

        
          	 	 	
                  (d)

                	
                  The
                    Direct Debit mentioned in clause 3(c) of the Agreement of Lease
                    will be
                    used to facilitate the collection of the Lessee’s share in the
                    Expenses.

                


        

      

      


      
        	 	 	
                (e)

              	
                The
                  Lessee hereby undertakes to pay to the Company the payments mentioned
                  above, whether or not it has made use of the
                  Premises.

              


      

      


      
        	 	 	
                (f)

              	
                During
                  a period that will not exceed 6 (six) months from the end of each
                  calendar
                  year, the Company will prepare a final account of the Expenses
                  in such
                  calendar year (hereinafter - “the Annual Statement”) and furnish a copy of
                  such Statement to the Lessee, if it requires this. For the purpose
                  of
                  preparing the Annual Statement, all the income and expenses will
                  be linked
                  to the Consumer Price Index, on the basis of the last known Indices,
                  on
                  the date of the making of the income is made or the Expenses incurred.
                  The
                  adjusted Annual Statement, audited and approved by the Company’s auditors,
                  will constitute conclusive evidence of the amount of the Expenses,
                  and the
                  charge of the Lessee’s payment in the Expenses,
                  thereunder.

              


      

      


      
        	 	 	
                (g)

              	
                The
                  Lessee hereby undertakes to pay the Company the differences (if
                  any)
                  between the sums paid by the Lessee on account of its share in
                  the
                  Expenses and its share of the Expenses as determined in the Annual
                  Statement. The payment will be made within 7 days of the date on
                  which the
                  Company submits the Annual Statement to the Lessee. If the differences
                  are
                  to the credit of the Lessee, its account will be credited
                  accordingly.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	 	
                (h)

              	
                The
                  Lessee will pay the Company Value Added Tax on each payment it
                  owes
                  pursuant to this Agreement, together with such payment, at such
                  rate as
                  will apply on the date of actual payment, and receive a lawful
                  VAT invoice
                  from the Company.

              


      

      


      
        	 	 	
                (i)

              	
                As
                  regards the first calendar year: the Company will be entitled,
                  at its
                  discretion, to submit an Annual Statement relating to the period
                  commencing on the Operative Date and terminating at the end of
                  such year
                  or add the Annual Statements relative to such period to the ensuing
                  calendar year.

              


      

      


      
        	8.	
                Term
                  of the Agreement

              


      

      


      
        	 	
                (a)

              	
                The
                  Company undertakes to effect and manage the Services as from the
                  date of
                  the delivery of the Premises to the Lessee pursuant to the Agreement
                  of
                  Lease, save that in no case will the Company be bound to start
                  managing
                  the Services and the implementation thereof prior to the date on
                  which the
                  possession of the Common Property of the Building has been delivered
                  by
                  the contractor / contractors performing the construction work of
                  the
                  Building.

              


      

      


      
        	 	
                (b)

              	
                The
                  Company may (at its choice) cease providing the Services and/or
                  any part
                  thereof and/or cease the management of the Services and the implementation
                  thereof in whole or in part by giving written notice to that effect
                  to all
                  the tenants of the units in the Building or the purchasers thereof,
                  at
                  least 3 months in advance. In the event of such notice by the Company
                  of
                  the termination of the management of the Services and the implementation
                  thereof in their entirety, the Company will determine the principles
                  and
                  the measures that will be taken in order to continue the management
                  of the
                  Company’s Building.

              


      

      


      
        	 	
                (c)

              	
                Without
                  derogating from that stated in sub-clause (b) above, the tenants
                  and/or
                  the purchasers of 75% of all the areas in the Building designated
                  for
                  leasing and/or sale are entitled, by instrument in writing signed
                  by them,
                  to notify the Company that they do not wish to maintain any particular
                  service out of those provided by the Company at such time. In such
                  a case,
                  the Company will cease supplying such service three months after
                  receiving
                  such notice, provided that if the Company will be of the opinion
                  that such
                  service is essential to the maintenance of the Building, it will
                  be
                  entitled to turn to the managing director of the Company and obtain
                  his
                  determination in connection therewith. For the avoidance of any
                  doubt it
                  is hereby clarified that any service the supply of which has been
                  terminated in accordance with this clause above may not be provided
                  by the
                  tenants and/or the purchasers or supplied by them personally or
                  by any
                  company or other body whatsoever. For the avoidance of any doubt
                  with
                  respect to the areas of the Building designated for leasing and/or
                  sale,
                  and which have not been leased or sold, the Company will, for the
                  purpose
                  of that stated in sub-clause (c) above and (d) below, be deemed
                  to be a
                  tenant of such areas.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                (d)

              	
                Tenants
                  and/or purchasers of at least 75% of all the areas in the Building
                  designated for leasing and/or sale may, by instrument in writing
                  signed by
                  them that will be submitted to the Company, request the supply
                  of a
                  service that is not included amongst those provided by the Company
                  at such
                  time. The Company will give notice to the tenants and/or the purchasers
                  within 30 days of receiving their request as above if it is possible
                  to
                  provide the additional services and, if so, the date from which
                  these
                  services will be provided, and the estimated costs thereof. In
                  the event
                  of the Company deciding that a particular service will not be provided
                  by
                  it, the tenants and/or purchasers of at least 75% of all the areas
                  in the
                  Building as mentioned above will be entitled to enter into a contract
                  with
                  a third party for the purpose of providing the service. Any such
                  contract
                  will be brought to the knowledge of the Company prior to the making
                  thereof. The Company will be entitled to prevent such contract
                  taking
                  place if it believes that the same could harm the Company and/or
                  the
                  remaining tenants and/or users of the
                  Building.

              


      

      


      
        	 	
                (e)

              	
                Any
                  modification to the Expenses (if required), resulting from a termination
                  of any of the Services or the additional services mentioned above,
                  will be
                  fixed by the Company at its sole discretion and the Lessee will
                  bear any
                  addition to the Expenses that will be fixed as a result
                  thereof.

              


      

      


      
        	
                9.

              	
                The
                  Lessee undertakes to bear all the commitments applicable to it
                  under this
                  Agreement as from the date of the delivery of the Premises to it,
                  in
                  accordance with the Agreement of Lease as above, or as from the
                  earliest
                  date prescribed in that respect in the Agreement of the
                  Lease.

              


      

      


      
        	
                10.

              	
                Value
                  Added Tax

              


      

      


      
        	 	
                Any
                  sum that the Lessee is required to pay or deposit will bear Value
                  Added
                  Tax pursuant to the lawful rate thereof on the date of payment
                  or deposit.
                  The parties agree that the Company will be entitled to round up
                  the
                  amounts which the Lessee is liable to pay or deposit under this
                  Agreement
                  or by law, to the nearest whole shekel. Payment of the value added
                  tax
                  will be made on the date prescribed for the making of any payment
                  or
                  deposit out of those payments or deposits enumerated in this Agreement,
                  and against a VAT receipt.

              


      

      


      
        	
                11.

              	
                Transfer
                  of the handling of the Service
                  Management

              


      

      


      
        	 	
                If
                  the Company decides to transfer the handling of the management
                  of the
                  services and the implementation thereof with everything that that
                  entails,
                  including all its rights and obligations under this Agreement,
                  to a third
                  party, it must receive from such third party, prior to the transfer,
                  an
                  instrument under which the third party assumes the performance
                  of all the
                  Company’s undertakings under this
                  Agreement.

              


      

      


      
        	
                12.

              	
                Delay
                  in payments

              


      

      


      
        	 	
                (a)

              	
                In
                  the event of the Lessee failing to punctually pay any payment due
                  or
                  becoming due from it to the Company under this Agreement and/or
                  commits a
                  breach of any of the conditions of this Agreement, the Company
                  may,
                  without derogating from its right to any other lawful relief, at
                  its
                  election, take one or more of the following
                  steps:

              


      

      


      
        	 	 	
                (1)

              	
                Suspend
                  in its entirety or in part the management and implementation of
                  the
                  Services provided to the Lessee.

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            	
                  	(2)	
                    Demand
                      an injunction or mandatory
                      order.

                  


          

        

      

      


      
        	 	 	
                (3)

              	
                To
                  act by such other method as is conferred upon it by law, including
                  rescinding this Agreement, rescinding the Agreement of Lease with
                  the
                  Lessee and evicting the Lessee from the
                  Premises.

              


      

      


      
        	 	
                (b)

              	
                It
                  is agreed by the parties in respect of any sum that the Lessee
                  fails to
                  punctually pay (hereinafter - “the Arrears”) the Lessee will be bound to
                  pay the Company, in addition to the Arrears, Linkage Differentials,
                  the
                  method of calculation of which is set out below (the Arrears +
                  the Linkage
                  Differentials being hereinafter called - “the Estimated Debt”). The
                  Estimated Debt will bear interest at the rate of 10% per annum
                  (hereinafter - “the Annual Interest”), from the date of the creation of
                  the debt until the Operative Date, (as hereinafter defined). In
                  this
                  clause:

              


      

      


      
        	
              	CPI
                -	
                means
                  the Consumer Price Index, including food and vegetables published
                  by the
                  Central Bureau of Statistics. If the Base CPI is replaced or the
                  system of
                  calculation and making thereof is replaced or if it is published
                  by
                  another body other than the above Bureau, the Company will make
                  the
                  calculation of the increase in the CPI for the purposes of this
                  clause,
                  having regard to such changes.

              


      

      


      
        	
              	TheBaseCPI
                -	
                means
                  the last CPI published before the payment date of each of the sums
                  which
                  the Lessee has undertaken to pay as set out in this Agreement and
                  which
                  has not been paid on due date.

              


      

      


      
        	
              	NewCPI
                - -	
                the
                  last CPI known on the first of that month in which the payment
                  is actually
                  made (hereinafter - “the Operative
                  Date”).

              


      

      


      
        	
              	Linkage
Differentials
                -	
                 

                the
                  difference between the New CPI and the Base CPI, divided by the
                  Base CPI
                  and multiplied by the Arrears.

              


      

      


      
        	 	 	
                If
                  the actual payment of the Arrears has been made on a day following
                  the
                  Operative Date but will be made by the last date in the month of
                  the
                  payment (inclusive) (hereinafter - “the Actual Payment Date”), daily
                  interest at the rate fixed from time to time in the month of payment
                  in
                  unauthorised drawings in overdraft accounts in Bank Leumi le-Israel
                  BM,
                  will be added to the Estimated Debt from the Operative Date until
                  the date
                  of actual payment.

              


      

      


      
        	 	 	
                Each
                  payment paid by the Lessee to the Company in respect of the debt
                  in
                  arrears will be divided and apportioned ratably against the components
                  of
                  the debt in arrears, namely, the component of the daily interest,
                  component of the annual interest, component of the Linkage Differentials
                  and the component of the Arrears.

              


      

      


      
        	 	 	
                If
                  such payment is insufficient to cover the full amount of the Lessee’s debt
                  to the Company on the date of actual payment, the provisions as
                  set out in
                  the first passage of this clause above will apply with respect
                  to the
                  balance of the Arrears that has not been discharged as
                  above.

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	 	
                  (c)

                	
                  It
                    is declared and agreed between the parties that in addition to
                    all the
                    remedies prescribed in this Agreement and by statute, the Lessee
                    will be
                    bound to pay the Company, in addition to the Arrears, all the
                    expenses
                    that the Company will incur in relation to the legal handling
                    against the
                    Lessee in connection with any hearing or legal claim or act in
                    the
                    Execution Office, including legal fees of the lawyers which the
                    Company
                    has commissioned with the handling (hereinafter - “the Legal
                    Costs”).

                


        

      

      


      
        	 	 	
                For
                  the removal of any doubt the Lessee will be bound to reimburse
                  the Company
                  for all the expenses that have been incurred by the Company in
                  respect of
                  filing any legal action and/or taking execution steps even if such
                  expenses have not been approved for payment by the court or the
                  Execution
                  Office, for any other reason. The expenses enumerated in this sub-clause
                  will be included in the Legal Costs of the Company and similarly
                  be
                  governed by the provisions of sub-clauses (d) and (e)
                  hereof.

              


      

      


      
        	 	
                (d)

              	
                The
                  Lessee will pay the Company the Legal Costs immediately after the
                  dispatch
                  of a written demand, together with linkage and interest as specified
                  in
                  this clause above, from the date of the dispatch of the demand
                  letter
                  until the actual payment.

              


      

      


      
        	 	
                (e)

              	
                The
                  parties agree that the Company’s documents will serve as prima facie and
                  conclusive evidence of the amount of the Legal
                  Costs.

              


      

      


      
        	13.	
                Lessee’s
                  liability to effect payments

              


      

      


      
        	 	
                The
                  refusal or unwillingness of the Lessee to accept any Service or
                  its wish
                  to discontinue the management and implementation of the Services
                  in
                  respect of the Premises in its entirety or in part and/or terminate
                  the
                  management and implementation of the Services by the Company, will
                  not
                  release the Lessee from the obligation of participating in all
                  the
                  Expenses and Management Fees pursuant to the conditions of this
                  Agreement.

              


      

      


      
        	
                14.

              	
                No
                  setoff of payments

              


      

      


      
        	 	
                The
                  parties agree that the amounts that they owe or will owe to one
                  another in
                  respect of this Agreement or for any other reason, will not be
                  capable of
                  being set off.

              


      

      


      
        	
                15.

              	
                Representation
                  of the Co-operative House

              


      

      


      
        	 	
                The
                  Lessee hereby agrees that for the entire duration of the term of
                  the
                  Agreement, the Company or persons who will be appointed by it will
                  act as
                  the “representation of the 

              


      

      
        
          	 	
                  Co-operative
                    House” pursuant to section 65 of the Land Law (hereinafter - “the Land
                    Law”) 5729 - 1969, and, to the extent necessary, will support such
                    appointment.

                


        

      

      


      
        	
                16.

              	
                Expenses
                  of the Agreement

              


      

      


      
        	 	
                The
                  Lessee undertakes to bear the stamp duty expenses of this Agreement
                  as
                  required by law, or such other tax or fee that will be collected
                  in
                  respect thereof in the future.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	17.	
                  Delivery
                    of notices

                


        

      

      


      
        	 	
                All
                  notices which the parties to this Agreement are required to give
                  to one
                  another will be regarded as having been delivered 48 hours after
                  the
                  dispatch thereof by registered mail from a post office in Israel
                  to the
                  addresses of the parties as set out in this
                  Agreement.

              


      

      


      
        	 	
                Delivery
                  of notice at the Premises to the Lessee or its employee or the
                  affixation
                  of the notice on the door of the Premises will be deemed to be
                  lawful
                  service on the Lessee.

              


      

      


      
        	 	
                In
                  addition to the foregoing, the parties will be entitled to send
                  notices to
                  one another by messenger, in which case the date appearing in the
                  delivery
                  Form signed by the messenger will be deemed to be the date of delivery
                  of
                  the notice dispatch by facsimile notice will be deemed by a messenger
                  on
                  the day of dispatch.

              


      

      


      
        	 	
                The
                  address of the parties as set out in the Agreement of Lease will
                  similarly
                  be regarded as their address for the purpose of service of
                  process.

              


      

      


      
        	
                18.

              	
                General

              


      

      


      
        	 	
                All
                  the provisions of this Agreement are in addition to and do not
                  detract
                  from the provisions of the Agreement of Lease that has been signed
                  between
                  the Company and the Lessee.

              


      

      


      In
        witness whereof the parties have set their hands at the time and place first
        above written:

      


      


      Mivneh
        Taasiya Ltd. (signed)             Net
        2
        Wireless Israel Ltd. (signed)

      


          __________________                    ________________Nehemiah

            
        The Company                         The
        Lessee

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Appendix
        D - Plan of the Premises

       

       

      

      


      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      
 

      Appendix
        D - Plan of the Premises (Continuation)

      
 

      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      [Continuation]

      


      


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      Appendix
        E’

      


      (Clause
        5(c) (1)

      


      Bank
        Guarantee

      


      


      


      Date:

      


      Mivneh
        Taasiya Ltd.

      4
        Kaufman
        Street, Sherbe House

      Tel
        Aviv

      


      Dear
        Sir/Madam

      


      Re: Guarantee
        No. _____ for the Agreement with___________________

      


      We
        hereby
        guarantee to you the discharge of any sum that you will demand from us up
        to the
        aggregate sum of ______________ New Shekels (“the Principal of the Guarantee”),
        together with the Linkage Differentials as hereinafter set out, that is are
        or
        will become due to you from ___________________, (hereinafter called - “the
        Debtor”). 

      


      We
        will
        pay you from time to time, within 7 days of the date of receiving your demand
        in
        writing, any sum of the Principal of the Guarantee specified in your above
        demand together with Linkage Differentials to be calculated as set out below,
        without your being bound to substantiate your demand of first demand discharge
        of such sum from the Debtor and on condition that the aggregate amount that
        we
        will pay you under this Guarantee will not exceed the Principal of the
        Guarantee, plus Linkage Differentials.

      


      With
        respect to this Guarantee:

       

      
        
          	 	
                  CPI

                	
                  -

                	
                  means
                    the Consumer Price Index, including food and vegetables published
                    by the
                    Central Bureau of Statistics. If the Base CPI is replaced or
                    the system of
                    calculation and making thereof is replaced or if it is published
                    by
                    another body other than the above Bureau, the Company will make
                    the
                    calculation of the increase in the CPI for the purposes of this
                    clause,
                    having regard to such changes.

                
	 	 	 	 
	 	
                  The
                    Base CPI

                	
                  -
                    

                	
                  means
                    the CPI known on __________, that is - _________
                    points.

                
	 	 	 	 
	 	
                  New
                    CPI

                	
                  -

                	
                  the
                    last CPI that will be known on the date of receiving your demand
                    in the
                    Bank.

                
	 	 	 	 
	 	
                  Linkage

                	 	 
	 	
                  Differentials

                	
                  -

                	
                  The
                    difference between the New CPI and the Base CPI, divided by the
                    Base CPI
                    and multiplied by the Principal of the Guarantee.
                    

                


        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      This
        Guarantee will automatically reduce from time to time to the extent of the
        amount of the demand that has been paid - without Linkage Differentials -
        and
        the aggregate sum of the Principal of the Guarantee will be reduced on condition
        that the aggregate sum according to the demand - without Linkage Differentials
        -
        will not exceed the aggregate amount of the Principal of the
        Guarantee.

      


      This
        Guarantee is not conditional upon the validity of the Debtor’s liability towards
        you.

      


      This
        Guarantee will remain in force until ________________ (inclusive) and will
        be
        automatically extended from time to time for an additional period of 6 months
        unless you notify us in writing that this Guarantee is void or if we pay
        you the
        amount of the Guarantee. Any demand under this Guarantee must be in writing
        and
        reach the undersigned branch whose address is ______________.

      


      Any
        demand arriving after such date will not be entertained.

      


      This
        Guarantee is not assignable or transferable.

      


      Yours
        faithfully,

      


      _______________________

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Appendix
        ‘F’

      


      Linked
        Parking Places

      


      
        
          	
                  Between
                    :

                	 	
                  Mivneh
                    Taasiya Ltd.

                


        

        
          	 	 	(hereinafter: “the
                  Company”)


        

        
          	 	 	 


        

        
          	And:	 	The Lessee mentioned in the preamble to the
                  Agreement of
                  Lease


        

        
          	 	 	(hereinafter: “the
                  Lessee”)


        

      

       

      
        	
                1.

              	
                This
                  Addendum constitutes an integral part of the above-captioned Agreement
                  (hereinafter: “the Principal Agreement”) and all the terms thereof will be
                  construed within the meaning thereof in the Principal Agreements
                  unless
                  any other intention is implied.

              


      

      


      
        	
                2.

              	
                It
                  is agreed between the parties that the Company hereby leases to
                  the Lessee
                  199
                  parking places on the basement floor of the Building delineated
                  in green
                  on the Plan attached as Appendix D to the Agreement and 90
                  parking places on the ground floor of the Building delineated in
                  green on
                  the Plan attached as Appendix ‘D’ (hereinafter: “the Parking Places”).
                  Until 15/9/2000, the Lessee may give notice of its wish to lease
                  only 100
                  parking places of which 70 are on the basement floor and 30 on
                  the ground
                  floor.

              


      

      


      
        	
                3.

              	
                The
                  Lessee may place in the complex designated for the parking of each
                  vehicle
                  in the parking basement, an electronic
                  barrier.

              


      

      


      
        	 	
                The
                  Lessee will not be entitled to make use of the parking place for
                  any
                  purpose other than parking.

              


      

      


      
        	
                4.

              	
                In
                  consideration of the leasing of the Parking Places to the Lessee
                  for the
                  purpose specified in clause 3 above, the Lessee will pay the Company
                  parking rental (hereinafter: “the Parking Rental”) in the sum mentioned in
                  clause 6 of Appendix ‘A’ to the Principal Agreement. If the Lessee has
                  elected to reduce the number of parking places leased by it as
                  stated in
                  the last passage of clause 2 above, the Parking Rental will be
                  reduced in
                  proportion.

              


      

      


      
        	 	
                This
                  Parking Rental will be added to the Principal Rent undertaken to
                  be paid
                  by the Lessee to the Company pursuant to the Principal Agreement
                  and
                  Linkage Differentials will be added thereto, the calculation of
                  which will
                  be made as set out in the Principal Agreement, the Base CPI for
                  the
                  calculation thereof being the Base CPI mentioned in clause 7 of
                  Appendix
                  ‘A’ to the Principal Agreement and VAT will similarly be added to
                  the
                  Parking Rental and such Linkage
                  Differentials.

              


      

      


      
        	
                5.

              	
                The
                  Lessee agrees that the Parking Rental will be treated for all purposes
                  as
                  rent and if the Lessee fails to pay the Company the Parking Rental
                  together with the Linkage Differentials and VAT on due date, this
                  will be
                  deemed as a breach of the Lessee’s undertaking to pay rent pursuant to the
                  provisions of the Principal
                  Agreement.

              


      

      


      
        	
                6.

              	
                The
                  Lessee declares that the Company is not and will not be responsible
                  by
                  virtue of this Addendum or by virtue of the Principal Agreement
                  or the
                  provisions of any law for any damage that may or will be caused
                  to the
                  vehicles at the time they are being parked in the Parking Place
                  and/or
                  when they are being moved to or from the Parking Place or the driver
                  thereof, and the Lessee waives all and any right of action against
                  the
                  Company which it has or may have in the
                  future.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                The
                  Lessee declares and acknowledges that it is responsible for all
                  the damage
                  that will be caused as above to any of the vehicles, the driver
                  thereof
                  and to any passenger in the vehicles and/or to any third party
                  and that it
                  will procure suitable insurance
                  cover.

              


      

      


      
        	
                7.

              	
                The
                  Lessee declares and acknowledges that the Parking Rental undertaken
                  to be
                  paid by the Lessee under this Addendum is solely for the right
                  to use the
                  Parking Places in respect of parking
                  only.

              


      

      


      In
        witness whereof the parties have set their hands:

      


      


      Mivneh
        Taasiya Ltd. (signed)           Net
        2
        Wireless Israel Ltd. (signed)

      


      __________________            ________________Nehemiah

      The
        Company                   The
        Lessee

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Addendum
        No. 1 - Liability and Insurance

      


      Attached
        to the Agreement dated 2/2/2000
        (hereinafter - “the Principal Agreement”)

      


      This
        Addendum extends the Lessee’s liability under the Principal Agreement and also
        overrides any provision in the Principal Agreement dealing with the insurance
        and liability, and in the case of any divergence between the provisions of
        the
        Principal Agreement and those contained in this Addendum, the provisions
        of this
        Addendum will
        prevail.
        The
        terms used in this Addendum will be construed in the same manner as they
        are
        construed in the Principal Agreement.

      


      
        	
                1.

              	
                Without
                  derogating from that stated in clause 10(a) of the Principal Agreement
                  and
                  in addition to the provisions thereof, it is agreed that the Lessee
                  will
                  be responsible for any loss, harm or damage to property or person
                  of any
                  kind whatsoever that will be caused to the Lessee and its successors
                  and/or to the Company and its successors and/or to any third party,
                  including, but without derogating from the generality of the foregoing
                  -
                  to the employees and/or suppliers and/or visitors of the Lessee
                  and/or to
                  the employees and/or successors of the Company following any act
                  or
                  omission of the Lessee and/or of its employees or its successors
                  and/or
                  following any act of the Lessee under this
                  Agreement.

              


      

      


      
        	
                2.

              	
                The
                  Lessee undertakes to compensate the Company immediately upon its
                  first
                  demand, for the full amount of the loss, harm or damage for which
                  the
                  Lessee is responsible as aforesaid, and that has been caused to
                  the
                  Company or in respect of which the Company has or may pay, and
                  for all the
                  costs borne by the Company or which it may bear in connection with
                  such
                  claim of loss, harm or damage, all without derogating from the
                  rights of
                  the Company under this Agreement and/or at law for any relief or
                  other
                  remedy. The amount of the compensation mentioned will be deemed
                  to be a
                  debt due to the Company from the Lessee under the provisions of
                  this
                  Agreement.

              


      

      


      
        	 	
                3.

              	
                3.1

              	
                Without
                  derogating from the liability of the Lessee under this Agreement
                  and at
                  law, the Lessee undertakes to arrange and maintain, for the entire
                  duration of the Principal Agreement, with a duly authorised and
                  reputable
                  insurance company, the following
                  insurances:

              


      

      


      
        	 	 	 	
                3.1.1

              	
                Extended
                  fire insurance of the insurer, for the full value, loss or damage
                  to the
                  contents and all the additions and renovations that have been added
                  to the
                  Premises and/or to the property of any kind whatsoever owned or
                  within the
                  responsibility of the Lessee and situated at or in the vicinity
                  of the
                  Premises (without derogating from such generality, including the
                  furnishings, equipment, installations and inventories of any kind
                  whatsoever) against the risks of fire, smoke, lightning, explosion,
                  tempest, storm, flooding, earthquakes, liquid and cracked pipes
                  damage,
                  damage by vehicles and/or hoisting instruments, damage by aircraft,
                  strikes and disturbances, malicious damage and burglary. The insurance
                  will include a clause whereby the insurer waives its right to subrogation
                  against the Company and its successors and/or against the tenants
                  and/or
                  other lessees (if the insurances include the same clause regarding
                  the
                  waiver of subrogation against the Lessee) provided such waiver
                  of the
                  right of subrogation will not apply for the benefit of any person
                  who has
                  caused damage maliciously.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                3.1.2

              	
                Third
                  party liability insurance in respect of the liability by reason
                  of loss,
                  harm or damage to the person or property of any person and/or body
                  whatsoever. The Limit of liability will be not less than $10,000
                  multiple
                  by the area of the Premises in square meter, but in any case will
                  not be
                  less than $100,000 in respect of a single insurance event and in
                  the
                  aggregate during one insurance year period. The insurance will
                  not be
                  subject to any limitation concerning: fire, explosion, panic, hoisting
                  instruments, loading and unloading, contractors and sub-contractors,
                  defective sanitary appliances, poisoning, any harmful matter in
                  food or
                  drink, the making of additions and renovations in the Premises,
                  strike and
                  lockout as well as claims of subrogation on the part of the National
                  Insurance Institute. Such insurance will be extended to indemnify
                  the
                  Company in respect of its liability as owner of the Premises and
                  also in
                  respect of its liability for the acts and/or omissions of the Lessee,
                  subject to the cross-liability clause under which the insurance
                  will
                  deemed to have been made separately for each of the individuals
                  comprising
                  the assured.

              


      

      


      
        	
              	3.1.3	
                Employers’
                  liability insurance in respect of the liability of the Lessee towards
                  the
                  persons employed by it to the limit of the customary and maximum
                  standard
                  liability in Israel on the date of making or renewing the insurance,
                  the
                  insurance not to include any limitation in regard to contractors
                  and
                  sub-contractors and their employees, the making of additions and
                  renovations in the Premises, bait and poisons, and the employment
                  of young
                  persons. The insurance will be extended to indemnify the Company
                  in the
                  event of its claiming, with respect to the occurrence of any work
                  accident, that it bears the duties of an employer towards any of
                  the
                  Lessee’s employees.

              


      

      


      
        	
              	3.1.4	
                Consequential
                  loss insurance by reason of damage that has been caused to the
                  contents of
                  the Premises and/or the structure in which the Premises are situated,
                  for
                  the full value thereof, following the risks mentioned in clause
                  (3.1.1)
                  above, for an indemnity period of not less than twelve months.
                  The
                  insurance will include a clause regarding the waiver of the insurer
                  of the
                  right of subrogation against the Company and its successors and/or
                  against
                  the lessees and/or other tenants (if their insurances include the
                  same
                  clause regarding the waiver of a right of subrogation against the
                  Lessee)
                  provided such a waiver of the right of subrogation will not apply
                  for the
                  benefit of any person who has caused damage
                  maliciously.

              


      

      


      The
        above
        insurances will include an express condition that they have priority to any
        insurance made by the Company and that the insurer waives any demand or claim
        regarding sharing of the Company’s insurances.

      


      The
        insurances will similarly include an express condition whereby the above
        insurances will not be reduced nor cancelled for the duration of the term
        of the
        Principal Agreement, without at least 60 days’ prior notice having been given to
        the Company by registered mail.

      


      
        	 	
                3.2

              	
                In
                  the event of the Lessee turning to the Company requesting to permit
                  prior
                  entry to the Premises and such authority has been granted to it
                  in writing
                  by the Company, then, without derogating from the remaining conditions
                  which may be imposed by the Company, the Lessee undertakes to perform
                  that
                  stated in clause 3.1 above as from the date of such prior entry,
                  the term
                  “prior entry” for the purpose of this clause meaning the placing of any
                  property in the Premises and/or the authority to effect additions
                  and
                  renovations in the Premises. 

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                3.3

              	
                If,
                  in the Lessee’s opinion, it is necessary to make additional and/or
                  supplementary insurance to such insurances of the Lessee, the Lessee
                  undertakes to make and maintain such additional and/or supplementary
                  insurance, such additional or supplementary insurance to include
                  a clause
                  containing a waiver of the right of subrogation against the Company
                  and
                  its successors (and also against the other lessees and/or tenants
                  if their
                  insurances contain the same clause regarding a waiver of subrogation)
                  with
                  respect to property insurances and/or the name of the assured will
                  be
                  extended to include the Company, subject to a cross-liability clause
                  with
                  respect to liability insurances.

              


      

      


      
        	 	
                3.4

              	
                The
                  Company may, at its discretion, require the Lessee to furnish a
                  certificate of the making of the insurances mentioned in clause
                  3.1 above.
                  In such a case, the Lessee undertakes, within 7 days of such demand,
                  to
                  furnish the Company with the certificate confirming that such insurances
                  have been made, duly signed by its insurer. It is hereby expressly
                  agreed
                  that the making of the insurances, furnishing of a certificate
                  regarding
                  the insurance, the examination or non-examination thereof by the
                  Company
                  and/or by any person on its behalf, will not constitute any confirmation
                  of the conformity of the Lessee’s insurances to that which has been
                  agreed, or regarding the quality, validity, extent or absence thereof;
                  and
                  this will not impose any obligation whatsoever on the Company and/or
                  any
                  on the persons representing it and/or remove any liability whatsoever
                  from
                  the Lessee.

              


      

      


      
        	 	 	
                Without
                  any demand on the part of the Company, the Lessee undertakes to
                  re-deposit
                  the insurance certificates during every year of insurance before
                  the
                  expiry of the Lessee’s insurances or any of them, so long as the Principal
                  Agreement is in force.

              


      

      


      
        	 	 	
                On
                  each occasion that the Lessee’s insurer notifies the Company that the
                  Lessee’s insurances are about to be reduced or cancelled, as stated in
                  the
                  last passage of clause 3.1 above, the Lessee undertakes to reconstitute
                  the Lessee’s insurances and furnish a new certificate of insurance, 30
                  days prior to the date of such reduction or
                  cancellation.

              


      

      


      
        	 	
                3.5

              	
                It
                  is stipulated and agreed between the parties that the non-exercise
                  by the
                  Company of its right to receive such certificates mentioned in
                  clause 3.4
                  above will not be deemed to be a waiver on the part of the Company
                  with
                  respect to the duty to maintain the insurances and/or furnish the
                  insurance certificates.

              


      

      


      
        	
                4.

              	
                The
                  Lessee undertakes to strictly uphold all the terms of the Lessee’s
                  insurance, update the insurance amount in respect of the insurances
                  mentioned in clauses (3.1.1), and (3.1.4) above from time to time
                  in order
                  to always reflect the full value of the property insured thereunder,
                  and
                  fully and punctually pay the insurance
                  premiums.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                5.

              	
                The
                  Company will make and maintain, for the entire duration of the
                  term of the
                  Principal Agreement, extended fire insurance insuring the loss
                  or damage
                  to the structure of the Premises (with the exception of additions
                  and
                  renovations added now or hereafter by the Lessee or its successors)
                  in the
                  full value thereof, and, without derogating from the generality
                  of the
                  foregoing, including against the risks of fire, smoke, explosion,
                  storm,
                  tempest, flood, earthquake, damage by liquid, harm caused by vehicles
                  and/or hoisting instruments, harm by aircraft, disturbances, strikes,
                  malicious damage and burglary. Such insurance includes a waiver
                  clause by
                  the insurer of the rights of subrogation against the Lessee and
                  its
                  successors, provided such waiver of the right of subrogation will
                  not
                  apply for the benefit of a person who has caused damage
                  maliciously.

              


      

      


      
        	 	
                The
                  Company expressly exempts the Lessee from any liability for any
                  damage for
                  which the Company is entitled to indemnity under the above insurance,
                  and
                  will have no claim and/or demand against the Lessee in respect
                  of such
                  damage, subject to the proviso contained at the end of this clause.
                  The
                  exemption from liability will not apply in favour of any person
                  that has
                  caused damage with malicious
                  intent.

              


      

      


      
        	 	
                The
                  Lessee will, in respect of any insurance event caused and which
                  is insured
                  under the policy in consequence of any of the circumstances described
                  in
                  clause 10 of the Principal Agreement and/or under clause 1 of this
                  Addendum above, bear the amount of the deductible according to
                  such policy
                  on condition that the Lessee’s deductible in respect of any such insurance
                  event will not exceed the amount equal to the area of the Premises
                  multiplied by $10 per square meter, or the sum of $22,000 - whichever
                  is
                  the lower.

              


      

      


      
        	
                6.

              	
                The
                  Lessee hereby expressly exempts the Company and the other lessees
                  and/or
                  tenants (if their agreements contain the same exemption against
                  the
                  Lessee) from any liability for damage for which it is entitled
                  to
                  indemnity under the insurances mentioned in clauses (3.1.1) and
                  (3.1.4
                  above, or for which it would have been entitled to indemnity had
                  not been
                  for the deductible specified in that insurance, and will have no
                  claim or
                  demand against the above in respect of such damage. The exemption
                  from the
                  liability will not apply in favour of any person who has caused
                  damage
                  with malicious intent.

              


      

      


      
        	 	
                Notwithstanding
                  the foregoing, it is agreed that the Lessee will be entitled not
                  to effect
                  any loss of profits insurance as mentioned in clause (3.1.4) above,
                  save
                  that the exemption mentioned above will apply as if such insurance
                  had
                  been made.

              


      

      


      
        	 	
                Without
                  derogating from the Lessee’s liability set out in this Addendum above, it
                  is agreed between the parties that in respect of the insurances
                  mentioned
                  in clause 5 above, the Lessee will bear the amount specified in
                  clause 17
                  of Appendix ‘A’ to the Agreement, on the 1st
                  day of every three months (hereinafter - “the Insurance
                  Expenses”).

              


      

      


      
        	 	
                There
                  will be added to the Insurance Expenses Linkage Differentials the
                  calculation of which will be made as mentioned in clause 3(a) of
                  the
                  Principal Agreement, mutatis mutandis, in accordance with that
                  stated
                  above in this clause.

              


      

      


      
        	 	
                The
                  due reimbursement of the Insurance Expenses will be treated as
                  payment of
                  rent for all purposes, including the obligation to pay payments
                  of
                  interest and linkage in respect of the arrears in payment of the
                  Insurance
                  Expenses. Value Added Tax at the lawful rate will be added to the
                  Insurance Expenses, Linkage Differentials and, where appropriate,
                  to the
                  interest also, and that tax will apply to the Lessee and will be
                  paid by
                  it together with the payment to which the VAT
                  relates.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                If
                  the Company will be required by its insurer to pay it additional
                  sums over
                  and above that payable by it at the time of the signature of this
                  Addendum, in respect of the insurances mentioned above, then the
                  Company
                  may charge the Lessee additional sums equal to the Lessee’s proportional
                  percentage of all the Insurance Expenses mentioned above, and the
                  Lessee
                  undertakes to pay the Company such additional sums on the first
                  of the
                  month following the date of the insurance company’s demand or on such
                  later date as will be determined by the
                  Company.

              


      

      


      
        	 	
                The
                  addition will be fixed according to the rate of the increase between
                  the
                  Insurance Expenses which the Company will become liable to pay
                  to its
                  insurer, and the Expenses paid by the Company prior to the increase
                  thereof. Upon the occurrence of the foregoing, the Company will
                  furnish to
                  the Lessee, upon its demand, a written certificate of the Company’s
                  auditor of the amount of the increase in the Insurance Expenses
                  and the
                  determination by the auditor will be of binding effect against
                  the
                  Lessee.

              


      

      


      
        	
                8.

              	
                The
                  Lessee may inspect the copy of the insurance policy issued to the
                  Company
                  at the Company’s offices in Tel Aviv, and at each of its branches, after
                  prior arrangement.

              


      

      


      
        	
                9.

              	
                For
                  the removal of any doubt, it is agreed by the parties that the
                  insurance
                  benefits receivable by the Company under the insurance policy made
                  by the
                  Company as mentioned in clause 5 above, will be paid to, and belong
                  solely, to the Company.

              


      

      


      
        	
                10.

              	
                The
                  stamp duty costs of this Addendum will be borne and paid by the
                  Lessee.

              


      

      


      In
        witness whereof the parties have set their hands:

      


      
        


        Mivneh
          Taasiya Ltd. (signed)           Net
          2
          Wireless Israel Ltd. (signed)

        


        __________________            ________________Nehemiah

        The
          Company                   The
          Lessee

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      Appendix
        to Addendum No. 1: Lessee’s Insurance Certificate

      


      Date:
        ____________

      


      Mivneh
        Taasiya Ltd.

      (hereinafter:
        “the Company”)

      4
        Kaufman
        Street, Sherbet House

      Tel
        Aviv

      


      Dear
        Sir/Madam,

      


      
        	
                Re:

              	
                Insurance
                  certificate according to the
                  Addendum

              


      

      
        	 	
                To
                  the Agreement dated 2/2/2000
                  (hereinafter: “the Agreement”)

              


      

      
        	 	
                Between
                  you and Net
                  2 Wireless Israel Ltd.,
                  (hereinafter: “the Lessee”)

              


      

      


      We
        hereby
        confirm that commencing from _______________, we have effected in the name
        of
        the Lessee, the following insurances pursuant to that stated in Addendum
        No. 1 -
Liability
        and Insurance
        attached
        to the Agreement.

      


      
        	
                1.

              	
                Extended
                  fire insurance insuring, in the full value thereof, loss or damage
                  to the
                  contents of the Premises and/or the additions and renovations added
                  to the
                  Premises and/or to property of any kind owned or within the responsibility
                  of the Lessee, in its full value and situated at or in the vicinity
                  of the
                  Premises (without derogating from the generality of that stated
                  -
                  including the furnishings, equipment, installations and inventories
                  of any
                  kind whatsoever) against the risks of fire, smoke, lightning, explosion,
                  storm, tempest, flood, earthquake, damage by liquid burst pipes,
                  damage by
                  vehicles and/or hoisting instruments, damage by aircraft, riots,
                  strikes,
                  malicious damage and burglary.

              


      

      


      
        	 	
                This
                  insurance includes a waiver clause by the insurer of the right
                  of
                  subrogation against the Company and its successors and/or against
                  the
                  other lessees and/or tenants (if their insurances include a parallel
                  clause concerning a waiver of the right of subrogation against
                  the Lessee)
                  provided such waiver of the right of subrogation will not apply
                  in favour
                  of any person who has caused malicious
                  damage.

              


      

      


      
        	 	
                Insurance
                  amount: $ _____________

              


      

      


      
        	
                2.

              	
                Third
                  party liability insurance in respect of the liability by reason
                  of loss,
                  harm or damage to the person or property of any person and/or body
                  whatsoever.

              


      

      


      
        	 	
                The
                  insurance is not subject to any limitation regarding: fire, explosion,
                  panic, hoisting, loading and unloading instruments, contractors
                  and
                  sub-contractors, defective sanitary installations, poisoning, any
                  harmful
                  thing in food or drink, the making of any additions and renovations
                  in the
                  Premises, strike and lockout and claims of subrogation on the part
                  of the
                  National Insurance Institute.

              


      

      


      
        	 	
                This
                  insurance has been extended to indemnity the Company in respect
                  of its
                  liability as the owner of the Premises and also in respect of its
                  liability for the acts and/or defaults of the Lessee, subject to
                  the
                  cross-liability clause whereby the insurance is deemed to have
                  been made
                  separately for each of the individuals comprising the
                  assured.

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	 	
                  Limit
                    of liability: $ _______________ per event, cumulative for the
                    annual
                    insurance period.

                


        

      

      


      
        	
                3.

              	
                Employers’
                  liability insurance in respect of the Lessee’s liability towards those
                  employed by it with the limit of the standard maximum customary
                  in Israel
                  on the date of making or renewing the insurance, the insurance
                  not
                  including any limitation regarding contractors and sub-contractors
                  and
                  their employees, the making of additions and renovations in the
                  Premises,
                  bait and poison and the employment of young persons. The insurance
                  is
                  extended to indemnify the Company in the event of it being pleaded,
                  with
                  respect to the occurrence of any work accident, that it bears the
                  duties
                  of an employer towards any of the Lessee’s
                  employees.

              


      

      


      
        	 	
                Limit
                  of liability: $ ____________ per claimant, $ ________ per event
                  and $
                  ____________ cumulatively for the annual insurance
                  period.

              


      

      


      
        	
                4.

              	
                Consequential
                  loss insurance by reason of damage caused to the contents of the
                  Premises
                  and/or the structure in which the Premises are situated, in the
                  full value
                  thereof following the risks mentioned in clause (1) above, for
                  an
                  indemnity period that will be not less than 12 months. The insurance
                  includes a waiver clause of the insurer of the right of subrogation
                  against the Company and its successors and/or any other lessees
                  and/or
                  tenants (if their insurances include a parallel clause regarding
                  the
                  waiver of the right of subrogation against the Lessee) provided
                  such
                  waiver of the right of subrogation will not apply in favour of
                  any person
                  who has caused malicious damage.

              


      

      


      
        	 	
                Insurance
                  amount: $ _______________

              


      

      


      We
        hereby
        certify that all the above insurances have priority as against any insurance
        made by the Company and that we waive any demand or claim regarding sharing
        in
        the Company’s insurances.

      


      We
        further certify that the above insurances will not be limited nor cancelled
        for
        the duration of the term of the Agreement, unless 60 days’ notice at least will
        have been received to that effect by registered mail in advance.

      


      Subject
        to the terms and exceptions of the original policies to the extent they have
        not
        been expressly varied by this Certificate.

      


      Yours
        faithfully,

      


      ________________ 
________________    ________________     ________________

      (Insurer’s
        stamp)    (Insurer’s
        signature)     (Signatory’s
        name)     
(Position)


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Appendix
        ‘A’ - To the Addendum to the Agreement dated 2/2/2000

      (Agreement
        No. 1-03-1198-3)

      


      
        	 
	
                Particulars
                  of the Premises

              
	
                Name
                  of Lessee   

              	
                :    Net
                  2
                  Wireless Israel

              	 
	
                Address
                  of the Premises 

              	
                :    12
                  Ha’amal Street, Rosh Haayin

              	 
	
                No.
                  of Premises

              	
                :    137.002.01+11+21+31

              	 
	
                Type
                  of Premises

              	
                :    Office
                  and hi-tech Building

              	 


      

      


      
        	
                A.

              	
                In
                  this Agreement:

              


      

      


      
        	1.	
                “Land”
                  - means
                  the land having an area of 15,622
                  square meters and known as Parcel 527-8
                  in
                  Block 8863.

              


      

      


      
        	
                2.

              	
                “Building”
                  means the western building having an area of 14,473 square meters
                  of the 2
                  buildings erected on the Land each of which will comprise 4
                  floors each. 

              


      

      


      
        	
                3.

              	
                “The
                  Premises” - means all the western building comprising the ground
                  + first + second + third
                  floors, and numbered 137.002.01+11+21+31
                  and having an area of 14,
                  473
                  square meters (gross external measurements plus a proportionate
                  to part of
                  the Common Property designed for the use of all or part of the
                  users of
                  the Building) and 199
                  parking places on the basement floor and 90
                  parking places on the ground floor pursuant to that stated in Appendix
“F”
                  of the Principal Agreement (all jointly hereinafter called: “the
                  Premises”).

              


      

      


      
        	
                4.

              	
                “Purpose”
                  - hi-tech offices as the only use.

              


      

      


      
        	
                5.

              	
                “The
                  Lease Term” commencing on 15/8/2000
                  in
                  the part constituting one moiety of the three lower floors of the
                  Premises
                  (hereinafter: “the First Section”); commencing from 15/11/2000
                  in
                  the part constituting the second moiety of the three lower floors
                  of the
                  Premises (hereinafter: “the Second Section”) and commencing on
                  15/12/2000
                  in
                  the part constituting the fourth and upper floor of the Premises
                  (hereinafter: “the Third Section”) and expiring on 31/12/2010
                  (hereinafter: “the Expiry Date of the
                  Lease”).

              


      

      


      
        	 	
                a.

              	
                The
                  Company undertakes to allow the Lessee to enter the First Section
                  for the
                  purpose of commencing the implementation of adaptation works, by
                  not later
                  than 15/6/2000 (hereinafter: “the First Delivery Date for Adaptations”).
                  The Company undertakes to enable the Lessee to enter the First
                  and Third
                  Sections after two months and after four months from the First
                  Delivery
                  Date for Adaptations, respectively (hereinafter: “the Second Delivery Date
                  for Adaptations” and “the Third Delivery Date for Adaptations”). In
                  respect of each delay of delivery of the Premises or part thereof
                  for
                  adaptations on any of the three dates specified above (hereinafter:
“the
                  Delay Period”), the Company will compensate the Lessee by canceling the
                  Rent of such section of the Premises according to this Agreement
                  for a
                  delay of the same duration as the Delay Period and commencing on
                  the date
                  of the commencement of the Lease Term in respect of such section
                  of the
                  Premises stated in clause 6 hereof.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	 	
                In
                  respect of each day of delay in delivering the Third Section for
                  habitation (hereinafter: “the Lease Commencement Date of the Third
                  Section”) the Company will compensate the Lessee by canceling the rent
                  of
                  the Third Section mentioned in clause 6 hereof for a period of
                  the same
                  duration as the Delay Period and commencing on the Commencement
                  Date of
                  the Lease Term of the Third Section mentioned
                  above.

              


      

      


      
        	 	
                b.

              	
                The
                  Lessee may terminate the Lease Term on 31/12/2005 if it gives notice
                  thereof to the Company in writing 90 days in
                  advance.

              


      

      


      
        	 	
                c.

              	
                The
                  Lessee may terminate the Lease Term on 31/12/2003 if it gives notice
                  thereof to the Company in writing 90 days in advance. If the Lessee
                  has
                  elected to do so, it will pay the Company an amount in New Shekels
                  equal
                  on the date of giving such notice to four months of the lease and
                  rental
                  for parking. Such payment will be paid within 30 days of the date
                  on which
                  the Lessee vacates the Premises.

              


      

      


      
        	 	
                d.

              	
                The
                  Lessee may notify the Company up to 6 months before the expiration
                  of the
                  Lease Term of its wish to extend the Lease Term for further terms
                  of 5
                  years each, but not exceeding 15 years (hereinafter: “the Further Lease
                  Term”). Upon receipt of such notice by the Company, the terms of the
                  Lease
                  will be set, including the rent and payment of rental for the parking
                  (hereinafter: “the Price”)
                  with the agreement of the parties. If the parties fail to reach
                  an
                  agreement, an appraiser agreed on by the parties will be appointed
                  to set
                  the Price for the whole of Further Lease Term and his determination
                  will
                  be binding upon the parties.

              


      

      


      
        
          	6.	
                  “The
                    Principal Rent” - the principal rent and rental for the parking for each
                    month in respect of the Premises is:


                


        

      

      “Rental
        for 

      the
        Parking” -

      
        	 	 	 	 	 	 	 
	 	
                NIS
                  for the rental -

              	
                NIS
                  for the parking 

              	
                Commencing
                  from

              	
                15/8/2000

              	
                Until

              	
                31/12/2000

              
	 	
                NIS
                  for the rental -

              	
                NIS
                  for the parking

              	
                Commencing
                  from 

              	
                1/1/2001

              	
                Until

              	
                14/4/2001

              
	 	
                NIS
                  for the Lease -

              	
                NIS
                  for the parking

              	
                Commencing
                  from

              	
                15/4/2001

              	
                Until

              	
                31/12/2002

              
	 	
                NIS
                  for the Lease -

              	
                NIS
                  for the parking

              	
                Commencing
                  from

              	
                1/1/2003

              	
                Until

              	
                31/12/2004

              
	 	
                NIS
                  for the Lease -

              	
                NIS
                  for the parking

              	
                Commencing
                  from

              	
                1/1/2005

              	
                Until

              	
                31/12/2006

              
	 	
                NIS
                  for the Lease -

              	
                NIS
                  for the parking

              	
                Commencing
                  from

              	
                1/1/2007

              	
                Until

              	
                31/12/2008

              
	 	
                NIS
                  for the Lease -

              	
                NIS
                  for the parking

              	
                Commencing
                  from

              	
                1/1/2009

              	
                Until

              	
                31/12/2010

              


      

       

      
        	7.	
                “The
                  Base CPI” -  the
                  CPI published on 15/1/2000
                  and which stood at 106.6
                  points.

              


      

      


      
        	8-10	
                Cancelled.

              


      

      


      11.    “Bank
        Guarantee” -   the
        amount of the autonomous bank guarantee is the sum of NIS
        _________ on the date of the delivery of the entire Premises for adaptations,
        but not before 15/6/2000.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                12.

              	
                “Permitted
                  floor

                loading”-            1000
                  kilograms per square meter on the ground floor, 500
                  kilograms per square meter on floors 1, 2 and
                  3.

              


      

       

      
        	13.	
                Cancelled.

              


      

      


      
        	14.	
                “The
                  Electricity

                Connection”
                  -           
                  having
                  an output of 400
                  amps, triple-phase on each floor
                  separately.

              


      

       

      
        	15.	
                Cancelled.

              


      

      


      
        	16.	
                Cancelled.

              


      

      


      
        	17.	
                “Insurance

                Expenses”
                  -               
                  NIS
                  _______ every three months.

              


      

       

      
        	18.	
                “Exclusive

                Jurisdiction”
                  -           
                  the
                  competent court in the Tel
                  Aviv
                  District.

              


      

       

      
        	
                19.

              	
                The
                  particulars of the Lessee that will appear in the direction signs
                  or means
                  of publication in the building are: Net
                  2 Wireless Ltd.

              


      

      


      


      


      


      ________________________         ____________________________

                 
        Mivneh Taasiya Ltd. (signed)     
Net
        2
        Wireless Israel Ltd. (signed)

      


                 
        The Company              The
        Lessee

           

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Addendum
        No. 2 to the Agreement of Lease No. 1-03-1198-03 of
        2/2/2000

      


      


      Between:  
         Mivneh
        Taasiya Ltd.

      


      (hereinafter:
        “the Company”)

      


      And:  Net
        2
        Wireless Israel Ltd. 

      (hereinafter:
        “the
        Lessee”)

      


      
        	WHEREAS	
                An
                  Agreement of Lease was signed between the parties on 2/2/2000
                  (hereinafter: “the Principal Agreement”) including the Addenda thereto
                  whereby the Lessee leased a unit in a Building numbered 137.002.01+11+21+31
                  and having an area of 10,
                  000
                  square meters situated in the Rosh Ha’ayin Industrial Zone, and known as
                  Tarshish
                  House
                  (hereinafter: “the Premises”); and

              


      

      


      
        	WHEREAS	
                the
                  Lessee was granted an option according to clause 6A (a) of the
                  Principal
                  Agreement to lease additional areas in the west wing of the building
                  whereby that wing of the building will be leased in its entirety
                  to the
                  Lessee (hereinafter: "the Additional Premises”); and
                  

              


      

      


      
        	WHEREAS	
                the
                  Company declares and warrants that notwithstanding the provisions
                  contained in clause 6A (b) of the Principal Agreement, the west
                  wing
                  building will comprise of 4 floors, the construction thereof is
                  being
                  effected pursuant to the approval of the Mayor of Rosh Ha’ayin
                  collaterally with the submission of all the plans required for
                  the final
                  approval of the planning authorities and the aggregate area of
                  the west
                  wing building will be 14, 473 sq. m.(gross).


              


      

      


      It
        is therefore declared, stipulated and agreed as follows:

      


      
        
          	1.	
                  The
                    preamble to this Addendum constitutes an integral part
                    hereof.

                


        

      

      


      
        	2.	
                The
                  Lessee hereby exercises the option mentioned in clause 6A(a) of
                  the
                  Principal Agreement .

              


      

      


      
        	3.	
                Appendix
                  ‘A’ to this Addendum will replace Appendix ‘A’ to the Principal Agreement
                  thereof.

              


      

      


      In
        witness whereof the parties have set their hands:

      
        


        ________________________         ____________________________

                   
          Mivneh Taasiya Ltd. (signed)     
Net
          2
          Wireless Israel Ltd. (signed)

        


                   
          The Company              The
          Lessee

      

      


      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      Addendum
        No. 3 to the Agreement of Lease No. 1-03-1198-03 of
        2/2/2000

      


      Made
        and Signed on 28/3/00

      


      


      Between:       Mivneh
        Taasiya Ltd.

      Of
        4
        Kaufman Street

      Tel
        Aviv

      Tel.
        03-5190808, Zip code 68012

      


      (hereinafter:
        “the Company”)

      


      And:     Net
        2
        Wireless Israel Ltd. 

      Corporate
        No. 51-2869652

      (hereinafter:
        “the
        Lessee”)

      


      
        	WHEREAS	
                An
                  Agreement of Lease was signed between the parties on 2/2/2000
                  (hereinafter: “the Principal Agreement”) whereby the Lessee leased part of
                  a Building situated in the stages of construction in the Rosh Haayin
                  Industrial Zone, and known as Tarshish
                  House
                  (hereinafter: “the Premises”); and

              


      

      


      
        	WHEREAS	
                The
                  Premises are to be delivered to the Lessee to a level of finish
                  in the
                  form of a “Shell” as defined in the Principal Agreement;
                  and

              


      

      


      
        	WHEREAS	
                The
                  Lessee is desirous of the Company effecting Adaptations (as defined
                  in
                  this Amendment) in the Premises;

              


      

      


      It
        is therefore stipulated and agreed as follows:

      


      
        	1.	
                Preamble

              


      

      


      
        	
              	(a)	
                The
                  preamble to this Addendum constitutes an integral part
                  hereof.

              


      

      


      
        	 	
                (b)

              	
                The
                  headings to the clauses in this Addendum are for convenience only,
                  and are
                  not part of the Addendum.

              


      

      


      
        	 	
                (c)

              	
                All
                  the Appendices and Addenda to this Addendum constitute an integral
                  part
                  thereof.

              


      

      


      
        	 	
                (d)

              	
                Upon
                  the signature hereof, all declarations and/or undertakings and/or
                  representations made by the parties prior to the signature hereof
                  are null
                  and void.

              


      

      


      
        	2.	
                Definitions

              


      

      


      
        	
              	“Adaptation
                Works” -	
                the
                  adaptation works that will be planned by the Lessee at the Premises
                  and be
                  executed by the Company, as set out in the adaptations specification
                  to be
                  agreed between the parties (hereinafter: “the
                  Adaptations Specification”). The adaptations works will not include
                  equipment that is not permanently fixed to the structure, and chattels
                  of
                  their various kinds and kitchen
                  equipment.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
              	“Planners”
                -	
                architects
                  and/or professional consultants who will be appointed by the Lessee
                  for
                  the purpose of planning the Adaptation Works and supervision on
                  its behalf
                  over the implementation of the Adaptation
                  Works.

              


      

      


      
        	
              	“The
                Company’s Inspector” -	
                the
                  Person to be appointed by the Company as inspector of the implementation
                  of the Adaptation Works.

              


      

      


      
        	
              	“Base
                CPI”-	
                 the
                  Consumer Price Index published on 15/3/2000 and which stood at
                  105.6.

              


      

      


      
        	3.	
                Adaptations
                  Budget

              


      

      


      
        	 	
                (a)

              	
                The
                  Company will make available to the Lessee a budget for implementing
                  Adaptation Works in the sum of NIS 23,156,800 (hereinafter: “the Budget”).
                  Insofar as the area of the Premises will increase beyond that stated
                  in
                  Appendix ‘A’ to the Agreement of Lease, the Budget will ratably
                  increase.

              


      

      


      
        	 	
                (b)

              	
                Within
                  15 days of the date of completing the implementation of the Adaptation
                  Works, the Company will make a summary of all the expenses it incurred
                  (hereinafter: “the Calculation Date”). If the cost of the Up-to-date
                  Adaptations (as defined in clause 4(e) hereof) exceeds the amounts
                  specified in sub-clause (a) above, the Lessee will pay to the Company
                  the
                  surplus sum within 28 days.

              


      

      


      
        	 	
                (c)

              	
                In
                  order to make the calculation mentioned in sub-clause (b) above,
                  all the
                  sums that will be expended by the Company will be calculated according
                  to
                  the CPI known on the date of actual payment compared with the Base
                  CPI and
                  compared with the CPI known on the date of the
                  calculation.

              


      

      


      
        	4.	
                Planning
                  and implementation of the Adaptation
                  Works

              


      

      


      
        	 	
                (a)

              	
                (1)

              	
                The
                  Lessee will effect the planning of the Adaptation Works. The cost
                  of the
                  planning will be included in the
                  Budget.

              


      

      


      
        	 	 	
                (2)

              	
                To
                  implement the planning of the Adaptation Works, the Lessee will
                  enter into
                  a contract with the Planners.

              


      

      


      
        	
              	(b)	
                Upon
                  completion of the final, preliminary planning of the Adaptation
                  Works
                  (hereinafter: “Preliminary Plan”), the Preliminary Plan will be sent by
                  the Lessee to the Company for inspection, examination and
                  remarks.

              


      

      


      The
        Company will be bound within 7 (seven) working days of the date it receives
        from
        the Lessee the Preliminary Plan (hereinafter: “the Response Period”) to do one
        of the following:

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	 	
                (1)

              	
                Grant
                  its written consent to the Preliminary Plan. For the removal of
                  any doubt
                  it is agreed by the parties that in case that the Company will
                  not deliver
                  its written consent to the Preliminary Plan at the end of the Response
                  Period in which case the Company will be deemed to have granted
                  its
                  consent within the Response Period.

              


      

      


      
        	 	 	 	
                Upon
                  the occurrence of that stated in this sub-clause above, the Lessee
                  will be
                  entitled to immediately begin the preparation of the implementation
                  plans,
                  or,

              


      

      


      
        	 	 	
                (2)

              	
                Notify
                  the Lessee in writing that a material change is required in the
                  Preliminary Plan (hereinafter: “the Material
                  Change”).

              


      

      


      
        	 	 	 	
                After
                  approval of the Preliminary Plan, plans for a tender will be prepared
                  by
                  the Lessee based on the Preliminary Plan (hereinafter: “the Tender
                  Plans”).

              


      

      


      
        	 	 	 	
                The
                  Tender Plans, signed by the Planners and all the consultants, including
                  specifications, bills of quantities and estimations for execution,
                  will be
                  delivered to the Company for approval, pursuant to a time schedule
                  to be
                  agreed between the parties.

              


      

      


      
        	 	 	 	
                The
                  Company will be bound to approve or give notice of its refusal
                  to approve,
                  on material engineering grounds, the Tender Plans within 7 days
                  of the
                  Company receiving the same. In the event of the Company not sending
                  the
                  Lessee in writing its approval or refusal to approve the Tender
                  Plan
                  within the Response Period, the Company will be deemed to have
                  granted its
                  approval in writing to such Tender
                  Plan.

              


      

      


      
        	 	 	 	
                Pursuant
                  to the time schedule, the implementation plans (hereinafter:
                  “Implementation Plans”) will be completed by the Planners. If the Lessee
                  is late in submitting the Implementation Plan beyond the date prescribed
                  for that purpose according to the time schedule, the delivery of
                  possession will be delayed in accordance with the number of days
                  of such
                  delay in submitting the Implementation Plan. If such delay exceeds
                  21
                  business days, the Lessee will be bound to pay rent in respect
                  of each day
                  of delay in submitting the Implementation Plan beyond the 21 business
                  days
                  mentioned until the date the Implementation Plan is
                  submitted.

              


      

      


      
        	 	 	 	
                Nothing
                  in the foregoing shall derogate from the Lessee’s obligations to pay rent
                  pursuant to that stated in the Principal
                  Agreement.

              


      

      


      
        	 	 	 	
                In
                  the event of a delay in delivery of the Premises to the Lessee
                  by a period
                  of up to 15 days from the Delivery Date (hereinafter: “the Delay Period”)
                  the Company will be exempt from paying any compensation to the
                  Lessee in
                  respect of the Delay Period.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	 	 	
                In
                  the event of a delay in delivery of the Premises to the Lessee
                  by a period
                  of 16 days or more from the Delivery Date (hereinafter: “the Additional
                  Delay Period”), the Company will compensate the Lessee in a sum equal to
                  the daily rent pursuant to the Principal Agreement in respect of
                  each day
                  of delay (hereinafter: “the Compensation Amount”). The Compensation Amount
                  will be set off against the rent that the Lessee will be bound
                  to pay
                  under the Principal Agreement subject to the date of the commencement
                  of
                  the Lease Term falling at the end of the Additional Delay
                  Period.

              


      

      


      
        	 	 	
                (c)

              	
                In
                  the event of any disputes between the parties on engineering matters,
                  the
                  Company’s engineer and the Lessee’s inspector will determine the dispute.
                  If these parties fail to reach any determination in the dispute,
                  an umpire
                  will be appointed agreed upon by the parties, and, in the absence
                  thereof
                  - by the President of the Engineers Association in Israel (hereinafter:
                  “the Dispute Resolution
                  Mechanism”).

              


      

      


      
        	 	 	 	
                The
                  determination of the umpire will be binding upon the parties and
                  neither
                  of them will have any right of protest or
                  appeal.

              


      

      


      
        	 	 	
                (d)

              	
                The
                  Company undertakes to effect the Adaptation Works by contractors
                  who will
                  be jointly determined with the Lessee by tender, as customary in
                  the
                  Company and pursuant to the Adaptations Specification, precisely,
                  professionally and according to a high standard of work, and also
                  undertakes to fulfill all the conditions of the time schedule that
                  will be
                  set between the parties. The Lessee will have a right of veto in
                  connection with the selection of a specific contractor. On the
                  date of the
                  completion of each Implementation Plan, the Implementation Plan
                  will be
                  added to the Adaptations Specification documents and the Implementation
                  Plan will constitute an integral part thereof. In the case of any
                  divergence between that stated in the Implementation Plan mentioned
                  and
                  the other documents of the Agreement, the Implementation Plan will
                  take
                  precedence over that stated in the remaining Agreement
                  documents.

              


      

      


      
        	 	 	
                (e)

              	
                In
                  respect of the cost of the Adaptation Works (hereinafter: “the Adaptation
                  Costs”) the Lessee will pay the Company’s overhead commission at the rate
                  of 4% (four percent) of the Adaptation Costs (hereinafter: “the Company’s
                  Overhead Commission”).

              


      

      


      
        	 	 	 	
                The
                  Adaptation Costs plus the Company’s Overhead Commission will be
                  hereinafter called “the Up-to-Date Adaptation Costs”. The Lessee will pay
                  the Company rent in respect of the Up-to-Date Adaptations Cost
                  at the rate
                  of 1.20% per month (“the Additional Rent”). The Additional Rent will be
                  treated as rent under the Principal
                  Agreement.

              


      

      


      
        	 	 	
                (f)

              	
                The
                  Lessee will be entitled to make alterations to the Adaptation Works
                  plan
                  in respect of the designated areas up to the completion stage of
                  the
                  relevant Implementation Plan for those Adaptation Works, without
                  any
                  additional cost or addition to the
                  rent.

              


      

      


      
        	 	 	 	
                The
                  Lessee will further be entitled, on any date following the completion
                  of
                  the relevant Implementation Plan, to demand that the Company make
                  alterations and additions to the Adaptation Works in respect of
                  the
                  designated areas. If, as a result of making such alterations, the
                  Delivery
                  Date will be deferred, the Lessee will be bound to pay rent for
                  the
                  deferral period. A delay of up to 14 days in this connection will
                  not be
                  deemed to be a delay justifying payment of rent. Any disputes that
                  will
                  arise between the parties in connection with the additional cost
                  of the
                  Adaptation Works and the period of the deferral of the date will
                  be
                  determined by the Dispute Resolution
                  Mechanism.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	 	
                (g)

              	
                To
                  the extent the Lessee chooses to terminate the Lease Term on the
                  dates
                  mentioned in clause 5(b) and 5(c) of Appendix ‘A’ of the Principal
                  Agreement, it will pay the Company within 15 days of its notice
                  terminating the Lease Term (hereinafter: “the Payment Date in respect of
                  prior Termination”) the following
                  sums:

              


      

      


      
        	 	
                (1)

              	
                70%
                  of the Up-to-Date Adaptation Costs if it has chosen to terminate
                  the lease
                  term on 31/12/03;

              


      

      


      
        	 	
                (2)

              	
                50%
                  of the Up-to-Date Adaptation Costs if it has chosen to terminate
                  the lease
                  term on 31/12/05;

              


      

      


      
        	 	 	
                The
                  Up-to-Date Adaptation Cost will be linked to the CPI known on the
                  Payment
                  Date in respect of the Prior
                  Termination.

              


      

      


      
        	
              	(h)	
                The
                  Lessee will furnish the Company on the date of the signature of
                  this
                  Agreement a bank guarantee in the form attached as Appendix ‘A’ to this
                  Addendum, in the sum of N.I.S.
                  3,636,000.

              


      

      


      
        	
              	(i)	
                The
                  Lessee will pay additional insurance expenses over and above that
                  stated
                  in clause 17 of Appendix ‘A’ to the Agreement in the sum of NIS. 17,400,
                  on the 1st
                  day of every three months.

              


      

      


      
        	
              	(j)	
                The
                  Lessee undertakes to cause Net 2 Wireless Inc. Ltd. to sign as
                  guarantor
                  for all its undertakings under this
                  Addendum.

              


      

      


      Appendix
        A - Bank Guarantee

      


      In
        witness whereof the parties have set their hands:

       

      
        ________________________         ____________________________

                   
          Mivneh Taasiya Ltd. (signed)     
Net
          2
          Wireless Israel Ltd. (signed)

        


                   
          The Company              The
          Lessee

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Date: 28/3/00

      

      


      Mivneh
        Taasiya Ltd.

      4
        Kaufman
        Street

      Tel
        Aviv

      


      Dear
        Sir/Madam

      


      Re: Guarantee
        No. _____ to the Agreement with Net 2 Wireless Israel
        Ltd.

      


      We
        hereby
        guarantee to you the discharge of any sum that you will demand from us up
        to the
        aggregate sum of ______________ New Shekels (“the Principal of the Guarantee”),
        together with the Linkage Differentials hereinafter set out, that is or will
        become due to you from Net 2 Wireless Ltd., (hereinafter called - “the Debtor”).


      


      We
        will
        pay you from time to time, within 7 days of the date of receiving your demand
        in
        writing, any sum of the Principal of the Guarantee specified in your above
        demand together with Linkage Differentials to be calculated as set out below,
        without your being bound to substantiate your demand or first demand discharge
        of such sum from the Debtor on condition that the aggregate amount that we
        will
        pay you under this Guarantee will not exceed the Principal of the Guarantee,
        plus Linkage Differentials.

      


      With
        respect to this Guarantee:

       

      
        
          	 	
                  CPI

                	
                  -

                	
                  means
                    the Consumer Price Index, including food and vegetables published
                    by the
                    Central Bureau of Statistics. If the Base CPI is replaced or
                    the system of
                    calculation and making thereof is replaced or if it is published
                    by
                    another body other than the above Bureau, the Company will make
                    the
                    calculation of the increase in the CPI for the purposes of this
                    clause,
                    having regard to such changes.

                
	 	 	 	 
	 	
                  The
                    Base CPI

                	
                  -

                	
                  means
                    the CPI known on 15/3/00, that is - 105.6 points.

                
	 	 	 	 
	 	
                  New
                    CPI

                	
                  -

                	
                  the
                    last CPI that will be known on the date of receiving your demand
                    in the
                    Bank.

                
	 	 	 	 
	 	
                  Linkage

                	 	 
	 	
                  Differentials

                	
                  -

                	
                  The
                    rate of increase as a percentage expressing the difference between
                    the
                    increase in the New CPI compared with the Base CPI, divided by
                    the Base
                    CPI.

                


        

      

      


      This
        Guarantee will automatically reduce from time to time to the extent of the
        amount of the demand that has been paid - without Linkage Differentials -
        and
        will be deducted from the aggregate sum of the Principal of the Guarantee
        on
        condition that the aggregate sum according to the demand - without Linkage
        Differentials - will not exceed the aggregate amount of the Principal of
        the
        Guarantee.

      


      This
        Guarantee is not conditional upon the validity of the Debtor’s liability towards
        you.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      This
        Guarantee will remain in force until ________________ (inclusive) and any
        demand
        thereunder must be in writing and reach the undersigned branch whose address
        is
        ______________.

      


      Any
        demand arriving after such date will not be entertained.

      


      This
        Guarantee is not assignable or transferable.

      


      Yours
        faithfully,

      


      _______________________

      Net
        2 Wireless Corporation

      


      Davidson

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      Agreement
        of Lease No. 1-03-1430-0

      


      Addendum
        to the Agreement of Lease made and signed on 02/02/2000.
        (In
        connection with the Transfer and Assignment of the Rights and Obligations
        of the
        Existing Lessee to a Substitute Lessee).

      


      This
        Addendum is made on the 19 August 2001

      


      
        	
                Between:

              	
                Mivneh
                  Taasiya Ltd.

              
	 	
                A
                  company having its registered office at

              
	 	
                4
                  Kaufman Street, Tel Aviv 61500

              
	 	
                (hereinafter:
                  “the Company”)

              
	 	 	 
	
                And:

              	
                Name:

              	
                Net
                  2 Wireless Israel Ltd.

              
	 	
                Corporate
                  No:

              	
                51-2869652

              
	 	
                Address:

              	
                10
                  Ha’amal Street, Rosh Haayin

              
	 	
                Tel.

              	
                03-9158888

              
	 	
                (hereinafter:
                  “the Lessee”)

              
	 	 	 
	
                And:

              	
                Name:
                  

              	
                Scopus
                  Network Technologies Ltd.

              
	 	
                Corporate
                  No.:

              	
                51-188910-7

              
	 	
                Address:

              	
                5
                  Hazoref Street, Holon

              
	 	
                Tel.

              	
                03-5576299,
                  Fax. 03-5576249

              
	 	
                (hereinafter:
                  “the Substitute Lessee”)

              


      

      


      
        	WHEREAS	
                On
                  02/02/2000, an Agreement of Lease was signed including Appendices
                  and
                  Addenda (hereinafter: “the Agreement of Lease”) between the Company and
                  the Lessee whereby the Company leased to the Lessee premises having
                  an
                  area of 14,473 square meters on land and in the Building set out
                  in
                  clauses 1 and 2 of Appendix ‘A’ to that Agreement;
                  and

              


      

      


      
        	WHEREAS	
                The
                  Lessee has requested to transfer and assign part of its rights
                  and
                  obligations under the Agreement of Lease to the Substitute Lessee,
                  and the
                  Substitute Lessee has agreed to take by way of assignment, part
                  of the
                  Lessee’s rights and obligations under the Agreement of Lease, as more
                  particularly set out herein;

              


      

      


      It
        has therefore been agreed between the parties hereto as
        follows:

      


      
        	
                1.

              	
                The
                  preamble to this Addendum constitutes an integral part thereof
                  and is to
                  be regarded as one of the conditions
                  thereof.

              


      

      


      
        	
                2.

              	
                This
                  Addendum constitutes an integral part of the Agreement of Lease
                  and one of
                  the conditions thereof. In the event of any divergence and/or
                  inconsistency between the provisions of this Addendum and those
                  contained
                  in the Agreement of Lease, those contained in this Addendum will
                  prevail.

              


      

      


      
        	
                3.

              	
                The
                  Lessee assigns part of its rights and obligations under the Agreement
                  of
                  Lease to the Substitute Lessee, and the Substitute Lessee accepts
                  such
                  assignment, all in relation to that part of the Premises described
                  in
                  clause 3 of Appendix ‘A’ to this Agreement (hereinafter: “the Transferred
                  Premises”). A plan of the Transferred Premises is attached to this
                  Agreement as Appendix ‘B’. The Company confirms and declares that the
                  assignment mentioned at the beginning of this sub-clause above
                  has been
                  made with its full consent.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                Notwithstanding
                  that stated in clause 2 of Appendix ‘A’ of the Agreement of Lease, the
                  term of the lease of the Substitute Tenant in the Transferred Premises
                  will be in accordance with clause 4 of Appendix ‘A’ to this
                  Addendum.

              


      

      


      
        	
                3A.

              	
                Subject
                  as provided in clause 4 of Appendix ‘A’, the Company declares that the
                  Building and the Transferred Premises were constructed in accordance
                  with
                  a lawful building permit, without any building irregularities,
                  and that,
                  to the best of its knowledge, there is nothing to prevent Form
                  4 from
                  being received for the Transferred Premises. The Company further
                  declares
                  that to the best of its knowledge, there are no material defects
                  in the
                  Premises and/or the systems
                  thereof.

              


      

      


      
        	
                4.

              	
                The
                  parties hereby agree and acknowledge that wherever the word “Lessee”
                  appears in the Agreement of Lease, from henceforth onwards this
                  is to be
                  read as “the Substitute Lessee”, and wherever in the Agreement of Lease
                  there appears the express name of the Lessee, from henceforth onwards
                  the
                  name of the Substitute Lessee shall expressly appear, as set out
                  in the
                  preamble hereto and in relation to the Transferred Premises
                  only.

              


      

      


      
        	
                5.

              	
                The
                  Substitute Lessee will pay the Company on the 1st
                  day of every 3 calendar months rent and parking rental in the amount
                  specified in clause 5 of Appendix ‘A’. The Substitute Lessee will further
                  pay to the Company on the 1st
                  day of every 3 calendar month period, Insurance Expenses in the
                  sum
                  mentioned in clause 8 of Appendix ‘A’. The principal amounts of the Rent,
                  of the Parking Rental and/of the principal Insurance Expenses will
                  be
                  linked to the CPI (as defined in clause 3 of the Agreement of Lease)
                  the
                  Base CPI for calculating the Linkage Differentials being that specified
                  in
                  clause 6 of Appendix ‘A’ hereto. Notwithstanding that stated in clause 4
                  of the Agreement of Lease, the Direct Debit will be in the form
                  attached
                  as Appendix ‘C’ hereto.

              


      

      


      
        	
                6.

              	
                The
                  Substitute Lessee will, upon the signature of this Addendum, deliver
                  to
                  the Company an autonomous bank guarantee in the sum mentioned in
                  clause 7
                  of Appendix ‘A’, pursuant to the conditions contained in clause 5 of the
                  Agreement of Lease. The condition for realising the bank guarantee
                  by the
                  Company is prior written notice to the Lessee of its intention
                  to realise
                  the guarantee, to the extent the Lessee will have failed to rectify
                  the
                  breach within 14 days of the date of the
                  notice.

              


      

      


      
        	
                7.

              	
                This
                  Assignment of Rights does not exempt the Lessee from reimbursing
                  the
                  surplus amount within the meaning of clause 3(b) of Addendum 3
                  to the
                  Agreement of Lease (hereinafter: “the Adaptation Agreement”) to the
                  Company if the cost of the Up-to-Date Adaptations (as defined in
                  clause
                  4(e) of the Adaptation Agreement) exceeds the amount specified
                  in clause
                  3(a) of the Adaptation Agreement. For the avoidance of any doubt
                  it is
                  clarified that the Lessee assigns to the Substitute Lessee only
                  the rights
                  under Addendum 3 and not the liabilities. The Substitute Lessee
                  will not
                  be bound to furnish the bank guarantee to which clause 4(g) relates
                  and
                  pay the Insurance Expenses to which clause 4(h) relates nor will
                  it be
                  bound to pay any payment in respect of the Adaptation Works, including
                  in
                  the case of a prior vacation of the Transferred Premises before
                  the
                  expiration of the Lease Term under this
                  Addendum.

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	
                  8.

                	
                  (a)

                	
                  The
                    Company undertakes, until the date of the commencement of the
                    Lease and
                    subject to receiving approved architect’s plans for implementation, 45
                    days in advance, to effect adaptation works (hereinafter: “Adaptations”)
                    in the area of the storeroom on the ground floor numbered 137.002.(0)03,
                    and alterations on the third floor, numbered 137.002.(3)01 (hereinafter:
                    “the Alterations”), all as set out in Appendix
                    ‘D’.

                


        

      

      


      
        	
              	(b)	
                In
                  addition to the Adaptations and the Alterations, the Company will
                  effect
                  on behalf of the Substitute Lessee, various works according to
                  the
                  specifications and bills of quantities submitted to it by the Substitute
                  Lessee (hereinafter: “the Additional Works”). The cost of the Additional
                  Works, including the costs of administration, cost of supervision
                  and the
                  Company’s overheads to the extent of 5% (hereinafter: “the Overall Cost”)
                  will be paid by the Lessee within 14 days of the date of receiving
                  an
                  account for payment. If the Overall Cost exceeds the sum of NIS
                  340,000,
                  there will be added to the Principal Rent in the first 12 months
                  of the
                  Lease, a further sum that will be obtained by dividing the Overall
                  Cost
                  which exceeds NIS 340,000 by 12 (hereinafter: “the Additional Principal”).
                  The Additional Principal will be treated as Principal Rent in all
                  respects. If the Overall Cost will be less than the sum of NIS
                  340,000,
                  the Substitute Lessee will pay the actual
                  cost.

              


      

      


      
        	
                9.

              	
                Clause
                  9(a) of the Agreement of Lease is cancelled. The supply of electricity
                  to
                  the Transferred Premises will be carried out by the Company in
                  the manner
                  and on the conditions set out in Addendum No. 1 to this
                  Addendum.

              


      

      


      
        	
                10.

              	
                Notwithstanding
                  that stated in clause 7(b) of the Management Agreement (Appendix
‘C’ to
                  the Agreement of Lease) the Expenses (within the meaning of that
                  term
                  therein mentioned) will not be less than the amount specified in
                  clause 9
                  of Appendix ‘A’ to this Addendum.

              


      

      


      
        	
                11.

              	
                The
                  parties confirm that except for the changes necessitated by this
                  Amendment
                  and from that stated in clause 12 hereof, no additional variations
                  whatsoever will be made in the Agreement of
                  Lease.

              


      

      


      
        	
                12.

              	
                (a)

              	
                Notwithstanding
                  that stated in clause 7(a) of the Agreement of Lease, the Substitute
                  Lessee will use the Premises for any purpose permitted according
                  to the
                  Outline Scheme applying to the Building in which the Transferred
                  Premises
                  are situated.

              


      

      


      
        	
              	(b)	
                Notwithstanding
                  that stated in clause 10 of the Agreement of Lease, the Company
                  will be
                  responsible for the inspection and warranty repairs of the Adaptation
                  Works that will have been carried out by it in accordance with
                  that
                  prescribed in the Sale (Apartments), Law, 5733 -
                  1973.

              


      

      


      
        	 	
                (c)

              	
                Notwithstanding
                  that stated in clause 12 (b)(2) of the Agreement of Lease, the
                  provisions
                  contained in this clause will apply, provided the Lessee’s rights for
                  making reasonable use of the Common Property will not be affected.
                  

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                (d)

              	
                Notwithstanding
                  that stated in clause 13(d) of the Agreement of Lease, the provisions
                  contained in this clause will apply provided the general character
                  of the
                  Building as an office and hi-tech company building, will not be
                  affected.

              


      

      


      
        	 	
                (e)

              	
                It
                  is clarified that in clause 15(a) of the Agreement of Lease, the
                  intention
                  is to unreasonable smells and vibrations. It is further clarified
                  that the
                  Company will be entitled to effect any check, survey, repair or
                  other
                  action that will be deemed appropriate by the Company to restore
                  the
                  situation to what it was previously and/or for the removal of the
                  nuisance, subject to arrangement with the Lessee, provided the
                  Lessee will
                  not unreasonably withhold its consent to the foregoing in the
                  circumstances. It is clarified that in any case where the check
                  will be
                  required by a competent authority, the Lessee will not be entitled
                  to
                  refuse the carrying out of the
                  check.

              


      

      


      
        	 	
                (f)

              	
                Notwithstanding
                  that stated in clause 17(a) of the Agreement of Lease, the Substitute
                  Lessee will be entitled to grant leases of the Transferred Premises
                  by way
                  of sublease, in whole or in part, to one or more persons, for the
                  purpose
                  of the Lease, subject to the identity of the sub-lessee being pre-approved
                  by the Company and subject to the further condition that the Substitute
                  Lessee will guarantee the undertakings of the sub-lessee and that
                  the
                  sub-lessee will sign as a party to this Agreement. The Company
                  will not
                  unreasonably withhold its consent. The Substitute Lessee will be
                  entitled
                  to transfer its rights and obligations under this Contract to another
                  party after receiving the Company’s prior written approval, provided the
                  transferee will assume all the Substitute Lessee’s undertakings under this
                  Agreement and sign this Agreement. The Company will not unreasonably
                  withhold its consent to such assignment or
                  transfer.

              


      

      


      
        	 	
                (g)

              	
                Notwithstanding
                  that stated in clause 19 of the Agreement of Lease, in the event
                  that the
                  Substitute Lessee will be unable to operate the Premises in whole
                  or in a
                  material part thereof for the purpose of the Lease by reason of
                  a
                  malfunction in the electricity supply, that is dependant on the
                  Company,
                  the Substitute Lessee will not be bound to pay rent so long as
                  it is
                  deprived of the use of all or a material part of the Premises by
                  reason
                  thereof.

              


      

      


      
        	 	
                (h)

              	
                Notwithstanding
                  that stated in clause 21 (a) of the Agreement of Lease, the Company’s
                  notice will be delivered to the Substitute Lessee in
                  writing.

              


      

      


      
        	 	
                (i)

              	
                Notwithstanding
                  that stated in clause 3(b) of the Management Agreement, the standard
                  of
                  the services in the Building will not be less than that of the
                  services in
                  buildings having a similar character in the same
                  area.

              


      

      


      
        	 	
                (j)

              	
                In
                  the first twenty four months of the Lease, the Expenses (within
                  the
                  meaning of the Management Agreement, will not exceed N.I.S. 7.25
                  per
                  square meter of the Transferred Premises, linked to the CPI mentioned
                  in
                  Appendix ‘A’ to this Addendum.

              


      

      


      
        	 	
                (k)

              	
                Notwithstanding
                  that stated in clause 7(b) (1) of the Management Agreement, waiver
                  by the
                  Lessee of the right of appeal against its share in the Expenses
                  or any
                  particular used as a basis for the calculation of its share in
                  the
                  Expenses will only apply if the certificate of the Company’s auditor to
                  the particulars that served as a basis for the calculation will
                  have been
                  received.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                (l)

              	
                Notwithstanding
                  that stated in clause 7(b)(2) of the Management Agreement, the
                  Company may
                  vary the formula for dividing the Expenses and determine another
                  ratio,
                  subject to the Lessee not been bound by Expenses beyond its proportionate
                  share (as defined in clause 7(b) of the Management
                  Agreement).

              


      

      


      
        	 	
                (m)

              	
                Notwithstanding
                  that stated in clause 12(a) of the Management Agreement, the Company’s
                  authority to take the steps mentioned in this clause will only
                  apply if
                  written notice has been given to the Lessee of its intention to
                  take any
                  of the above steps, 14 days in
                  advance.

              


      

      


      
        	 	
                (n)

              	
                Notwithstanding
                  that stated in clause 12(e) of the Management Agreement, only a
                  VAT
                  invoice will constitute evidence of the amount of the legal
                  expenses.

              


      

      


      
        	 	
                (o)

              	
                The
                  Substitute Lessee will be entitled to install on the roof of the
                  Building
                  satellite dishes without payment, provided the plan for positioning
                  the
                  dishes will have been submitted to the Company for prior approval,
                  and all
                  the necessary approvals and permits for the same will have been
                  received
                  from the competent authorities.

              


      

      


      
        	
                13.

              	
                If,
                  by the Date for the Commencement of the Lease (as defined in this
                  Addendum) no building permit will have been received for constructing
                  the
                  fourth floor of the Building, constituting part of the Transferred
                  Premises, the Substitute Lessee will be entitled to give notice
                  in writing
                  to the Company of the deferral of the Date for the Commencement
                  of the
                  Lease until the date on which the permit is received (hereinafter:
                  “the
                  New Date for the Commencement of the Lease”)
                  and/or the rescission of this Agreement and the Company will have
                  no claim
                  against the Substitute Lessee in respect of the rescission of the
                  Agreement, and, without derogating from the foregoing, the Lessee
                  will not
                  owe to the Company any sum in respect of works that it has carried
                  out in
                  connection with the adaptation of the Transferred Premises for
                  the
                  occupation by the Substitute Lessee. In the event of the Substitute
                  Lessee
                  giving notice to the Company of the deferral of the Date of the
                  Commencement of the Lease, it will be entitled to give notice of
                  the
                  rescission of the Agreement at any time until the New Date for
                  the
                  Commencement of the Lease, and the foregoing provisions will
                  apply.

              


      

      


      
        	
                14.

              	
                If,
                  as a result of any judicial and/or administrative order to vacate
                  the
                  Transferred Premises after the occupation thereof by the Substitute
                  Lessee, the Substitute Lessee will be compelled to vacate the Premises
                  and
                  relocate its place of occupation elsewhere, after the Company and/or
                  the
                  Substitute Lessee have fully prosecuted the proceedings to set
                  aside such
                  order, at the expense of the Company, to the extent that such proceedings
                  will be enabled by statute, the Company will bear all the costs
                  of such
                  relocation, including the expenses of adapting the Substitute property
                  in
                  the same way as that mentioned in clause 8 above and in Appendix
‘D’
                  hereof (including workmen’s wages) provided the Substitute Lessee will be
                  under a duty to mitigate the damage insofar as it is dependent
                  upon
                  it.

              


      

      


      
        	
                15.

              	
                The
                  Substitute Lessee is hereby granted a pre-emptive right until 31/8/2003
                  to
                  lease any area that will become vacant in the Building, according
                  to the
                  same conditions as are contained in this Addendum. If any such
                  area has
                  fallen vacant of its tenants, the Company will turn to the Substitute
                  Lessee in writing and offer a lease of such area. The Lessee will
                  give
                  notice to the Company in writing within 7 business days as to whether
                  it
                  wishes to exercise its right and take a lease of the area that
                  has fallen
                  vacant. In the event of the Substitute Lessee’s refusal or failure to
                  respond to the Company’s approach, the Company will be entitled to offer
                  the area for lease to any other
                  party.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                16.

              	
                The
                  Lessee undertakes to supply to the Substitute Lessee electricity
                  in at
                  least 4 out of the 6 sockets in each point, in accordance with
                  an
                  operating agreement that will be signed between them. The Company
                  warrants
                  that if, for any reason, the Lessee fails to meet its commitments
                  it will
                  ensure the supply to the Substitute Lessee of such electricity
                  supply.

              


      

      


      
        	
                17.

              	
                If
                  the Substitute Lessee will have terminated this Addendum for any
                  of the
                  reasons enumerated in clauses 13 and 14 above, the Lessee will
                  revert to
                  being liable for all its obligations pursuant to the Agreement
                  of Lease,
                  to the extent it relates to the Transferred Premises, as from the
                  date on
                  which the Company and the Substitute Lessee will have agreed on
                  the
                  termination of this Addendum, and the Lessee will have no claim
                  against
                  the Substitute Lessee in respect of the
                  foregoing.

              


      

      


      
        	
                18.

              	
                The
                  Company will not bear any stamp duty costs of this
                  Amendment.

              


      

      


      In
        witness whereof the parties have set their hands on
        19/8/01.

      


      


      
        	
                Mivneh
                  Taasiya Ltd.

              	
                Jigami
                  (Israel) Ltd.

              	
                Scopus
                  Network Technologies Ltd.

              
	
                _________________

              	
                __________________

              	
                _____________________________

              
	
                The
                  Company

              	 	
                Substitute
                  Lessee

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Appendix
        ‘A’ - To the Addendum to the Agreement dated 19/8/2001

      (Agreement
        No. 1-03-1430-0)

      


      
        	 
	
                Particulars
                  of the Premises

              
	
                Name
                  of Substitute Lessee

              	
                :     Scopus
                  Network Technologies Ltd.

              	 
	
                Address
                  of the Premises 

              	
                :     10
                  Ha’amal Street, Rosh Haayin

              	 
	
                No.
                  of Premises

              	
                :     137.002.(0)03+(3)01

              	 
	
                Type
                  of Premises

              	
                :     Office
                  and hi-tech Building

              	 


      

      


      
        	
                A.

              	
                In
                  this Agreement:

              


      

      


      
        	1.	
                “Land”
                  - means
                  the land having an area of 15,622
                  square meters and known as part of Parcel 4,8,
                  9 and 17
                  in
                  Block 8863,
                  fields
                  527-8.

              


      

      


      
        	
                2.

              	
                “Building”
                  means the west wing building having an area of 14,415
                  square meters of the 2
                  buildings erected on the Land each of which comprises 4
                  floors.

              


      

      


      
        	
                3.

              	
                “The
                  Transferred Premises” - means a unit in the Building situated on the
                  ground
                  floor, numbered 137.002(0)03
                  and having an area of 425
                  square meters; and a unit in the Building situated on the third
                  floor
                  numbered 137.002(3)01
                  and having an area of 3,651
                  square meters (gross external measurements plus a proportionate
                  to part of
                  the Common Property designated for the use of all or part of the
                  users of
                  the Building) and 2
                  storerooms units having an aggregate area of 22
                  sq.m.,
                  in the basement of the Building and 24
                  parking places on the ground floor and 54
                  parking places in the parking basement, all pursuant to that stated
                  in
                  Appendix “B” (all jointly hereinafter called: “the Transferred
                  Premises”).

              


      

      


      
        	
                4.

              	
                “The
                  Lease Term” commencing on 1/10/2001
                  (hereinafter: “the Commencement Date of the Lease”) and expiring on
                  30/09/2011
                  (hereinafter: “the Expiry Date of the
                  Lease”).

              


      

      
        	 	
                Without
                  derogating from that stated in clause 13 of the Addendum, the Substitute
                  Lessee will be entitled to terminate this Agreement of Lease by
                  the actual
                  Commencement Date of the Lease if, by 15/9/2001, the Company does
                  not
                  notify it that it holds Form 4 for the Transferred Premises. It
                  is further
                  agreed that the Substitute Lessee may move equipment into the Transferred
                  Premises as a licensee even prior to the Commencement Date of the
                  Lease,
                  to the extent the Company will have completed the necessary works
                  in the
                  Transferred Property. It is further agreed that to the extent this
                  will be
                  enabled (subject to the completion of Adaptation Works in the property
                  for
                  the Substitute Lessee’s purposes) and the Substitute Lessee so desires,
                  and gives written notice to that effect to the Company, the Lease
                  Term
                  will commence before the date mentioned above and the date specified
                  by
                  the Substitute Lessee in its notice will be regarded as the Commencement
                  Date of the Lease. 

              


      

      


      
        	 	
                a.

              	
                The
                  Substitute Lessee may terminate the Lease Term on 30/9/2006 or
                  30/9/2008,
                  if it gives notice thereof to the Company in writing 90 days in
                  advance.
                  Without derogating from the foregoing, commencing from the 37th
                  month of the Lease Term the Substitute Lessee may bring this Agreement
                  to
                  an end on any date by 12 months prior written notice to the Company.
                  

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                b.

              	
                The
                  Substitute Lessee may notify the Company up to 6 months before
                  the
                  expiration of the Lease Term of its wish to extend the Lease Term
                  for
                  further terms of 5 years each, but not exceeding 14 years and 11
                  months
                  (hereinafter: “the Further Lease Term”). Upon receipt of such notice by
                  the Company, the terms of the Lease will be set, including the
                  rent and
                  payment of rental for the parking (hereinafter: “the Price”)
                  by agreement between the parties. If the parties fail to reach
                  an
                  agreement, an appraiser agreed on by the parties will be appointed
                  to set
                  the Price for the whole of Further Lease Term and his determination
                  will
                  be binding upon the parties.

              


      

      


      
        	
                5.

              	
                “The
                  Principal Rent”

              


      

      “Principal
        Parking Rental” - the
        Principal Rent and the Principal Parking Rental for every 3 months in respect
        of
        the Premises will in NIS. be: 

      


      
        	 	
                Rental

              	
                Parking
                  

              	 	 	 	 
	 	
                623,579.
                  -

              	
                64,330.
                  -

              	
                Commencing
                  from

              	
                1/10/2001

              	
                Until

              	
                30/9/2003

              
	 	
                654,758.
                  -

              	
                67,546.
                  -

              	
                Commencing
                  from 

              	
                1/10/2003

              	
                Until

              	
                30/9/2005

              
	 	
                687,496.
                  -

              	
                70,923.
                  -

              	
                Commencing
                  from

              	
                1/10/2005

              	
                Until

              	
                30/9/2007

              
	 	
                721,870.
                  -

              	
                74,469.
                  -

              	
                Commencing
                  from

              	
                1/10/2007

              	
                Until

              	
                30/9/2009

              
	 	
                757,964.
                  -

              	
                78,193.
                  -

              	
                Commencing
                  from

              	
                1/10/2009

              	
                Until

              	
                30/9/2011

              


      

       

      

        
          	
                  6.

                	
                  “The
                    Base CPI” - 

                	
                  the
                    CPI published on 15/6/2001
                    and which stood at 101.00
                    points.

                
	 	 	
                  It
                    is agreed by the parties that if in any particular month, during
                    the Lease
                    Term, the number of the new CPI points will be lower than that
                    of the Base
                    Index, the Principal Rent, the Principal Parking Rental and the
                    Principal
                    insurance fees will not reduce as a result of the foregoing and
                    the Lessee
                    will pay the Company in such a case the Principal Rent, Principal
                    Parking
                    Rental and Principal insurance fees as appropriate. 

                
	 	 	 
	
                  7.

                	
                  “Bank
                    Guarantee” - 

                	
                  the
                    amount of the autonomous bank guarantee is the sum of

                
	 	 	
                  NIS
                    948,000 (including VAT). 

                
	 	 	 
	
                  8.

                	
                  “Insurance
                    

                	 
	 	
                  Expenses”
                    - 

                	
                  NIS
                    6,505 on the first day of every three months commencing from
                    1/10/2001.

                
	 	 	 
	
                  9.

                	
                  “Expenses”
                    - 

                	
                  NIS.
                    101,253 on the first day of every three months commencing from
                    1/10/2001.

                


        

      

      


      


      
        	
                ________________________

              	
                ____________________________

              
	
                Mivneh
                  Taasiya Ltd. (Signed)

              	
                Jigami
                  (Israel) Ltd. (Signed)

              
	
                The
                  Company

              	
                The
                  Lessee

              


      

      


      ________________________

      Scopus
        Network Technologies Ltd. (signed)

      Substitute
        Lessee

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Appendix
        B to the Amendment of the Agreement of Lease No. 1-03-1430-0 - Plan of the
        Transferred Premises- Third floor

      


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Appendix
        B to the Amendment of the Agreement of Lease No. 1-03-1430-0 - Plan of the
        Transferred Premises (Continuation)-Ground floor

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Appendix
        B to the Amendment of the Agreement of Lease No. 1-03-1430-0 - Plan of the
        Transferred Premises (Continuation)- 54 parking
        places in the parking basement

      187-197,
        200-208, 294-298, 309-325, 350-361

      


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Appendix
        B to the Amendment of the Agreement of Lease No. 1-03-1430-0 - Plan of the
        Transferred Premises (Continuation)- 24 parking
        places in the ground floor

      3-7,118-127,143-147,167-170

      


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Appendix
        ‘C’ to the Addendum to the Agreement of Lease No. 1-03-1430-0
        -

      Direct
        Debit Authorization 

      


      Mivneh
        Taasiya Ltd. 

       

      Direct
        Debit Instruction and Authorization 

      


      Date:
        _________________

      To:

    

    
      
        	
                Bank
                  _________________________

                Branch
                  ________________________

                Branch
                  address: _________________

                ______________________________

              	
                Bank
                  Account no.

              	
                Type
                  of account

              	
                Clearing
                  code

              
	 	 	 	
                Branch

              	
                Bank

              
	 	 	 	 	 
	 	 	 	 	 
	 	
                Bank
                  Code

              	
                Reference
                  / identifying no. of 
Customer with the Company

              
	 	
                7
                  9
                  6

              	 


      

    

    
       

    

    
      1. I/we
        the
        undersigned _______________________________________  ___________________________

       Accountholder’s
        name as appearing in the books of the Bank I.D./corporate no. 

      
        	 	
                Of
                  ____________________________________________________________________________________

              


      

      
        	
                 

              	         Street     No.             City             Zip
                code


      

      


      
        
          	 	
                  hereby
                    instruct you to debit my/our account above in your Branch in
                    respect of
                    _______________________

                


        
                                                      
        (Nature/type of
        payment) 

      
        	 	
                in
                  the amounts and on the dates supplied to you from time to time
                  by magnetic
                  media, or listed by 

              


      

      
        	 	
                Mivneh
                  Taasiya Ltd.
                  as
                  set out below in the “Particulars of the Authorization”.
                  

              


      

       (beneficiary’s
        name)

      


      
        	
                2.

              	
                I
                  am/we are aware that: 

              


      

      
        	 	
                a.

              	
                This
                  instruction may be cancelled by notice from me/us in writing to
                  the Bank
                  and to 

              


      

      
        	 	 	
                Mivneh
                  Taasiya Ltd.
                  and will enter into effect one business day after the notice in
                  the Bank
                  is given, 

              


      

       (beneficiary’s
        name)

      
        	 	 	
                and
                  may also be cancelled by operation of
                  law.

              


      

      
        	 	
                b.

              	
                I/we
                  will be entitled to cancel in advance any particular debit notice
                  of which
                  will be given by me/us to the Bank in writing, at least one business
                  day
                  prior to the debit date. 

              


      

      
        	 	
                c.

              	
                I/we
                  will be entitled to cancel any debit, not more than 90 days after
                  the
                  debit date if I/we prove to the Bank that the debit does not match
                  the
                  dates or the amounts prescribed in the Letter of Authorization,
                  (if
                  prescribed). 

              


      

      
        	
                3.

              	
                I
                  am/we are aware that the particulars specified in the Letter of
                  Authorization and the completion thereof are matters which I/we
                  must
                  arrange with the beneficiary.

              


      

      
        	
                4.

              	
                I
                  am/we are aware that the debit amounts according to this Authorization
                  will appear in the bank statements and no special notice in respect
                  thereof will be sent to me by the Bank.


              


      

      
        	
                5.

              	
                The
                  Bank will act in accordance with the instructions of this Authorization,
                  so long as the state of the account enables this and as long as
                  there will
                  be nothing by law or otherwise to prevent the implementation thereof.
                  

              


      

      
        	
                6.

              	
                The
                  Bank may remove me/us from the arrangement set out in this Authorization
                  if there is any reasonable ground for doing so, and will give me
                  notice
                  thereof immediately after making the decision, specifying the reason.
                  

              


      

      
        	
                7.

              	
                Please
                  confirm to Mivneh
                  Taasiya Ltd.
                  in
                  the counterfoil attached hereto, receipt of these instructions
                  from
                  me/us.

              


      

                 (Beneficiary’s
        name)

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      
        Particulars
          of the Authorization 
          
            

          

        

      

      []
        1.    The amount and date of the debit will be fixed
        from time to
        time by Mivneh
        Taasiya Ltd. 

                                                
 (beneficiary’s
        name)

         according
        to (basis
        for the determination). _______________________________________________


      


      []
        2.
        Details of the debit:

      
        	
                Amount
                  of an isolated debit

              	
                No.

              	
                Frequency
                  of debit

              	
                Linkage

                Type             Basis
                  

              	
                Date
                  of first debit

              	
                Date
                  of last debit 

              
	 	 	
                []
                  monthly

                []
                  bi-monthly

                []
                  ________

              	 	 	
                   /   
                  /
                  

              	
                   /   
                  /
                  

              


      

      

        
          

        

      

    

    
 

    
      _______________________
        

      Signature
        of accountholder/s

      


      Bank
        Certification 
        
          

        

      

      
         

        To:

        
          
            	
                    
                      Mivneh
                        Taasiya Ltd.

                      4
                        Kaufmann St., Tel Aviv 

                      P.O.B.
                        50341, Tel Aviv 61500
______________________________

                  	
                    Bank
                      Account no.

                  	
                    Type
                      of account

                  	
                    Clearing
                      code

                  
	 	 	 	
                    Branch

                  	
                    Bank

                  
	 	 	 	 	 
	 	 	 	 	 
	 	
                    Bank
                      Code

                  	
                    Reference
                      / identifying no. of 
Customer with the Company

                  
	 	
                    7
                      9
                      6

                  	 


          

        

        
           

        

      

    

    

      We
        have
        received instructions from _________________, to honor debits in the sums
        and at
        the dates that will appear in magnetic media or in lists that will be presented
        by you to us from time to time, and which specify the account number or numbers
        in the Bank, all as set out in the above Authorization. 

      We
        have
        taken note of the instructions and will act in accordance therewith so long
        as
        the state of the account enables this, and so long as there is no legal or
        other
        impediment to the implementation thereof; and so long as no cancellation
        instruction will have been received by us in writing from the accountholder/s
        or
        the accountholder has been removed from the arrangement. 

      This
        Certificate will not derogate from your undertakings towards us according
        to the
        indemnity letter signed by you. 

    

     

    
      
        	
                Date:_________________
                  

              	
                Yours
                  faithfully, 

              
	 	 
	 	
                Bank
                  _________________ 

              
	 	 
	 	
                Branch
                  _________________ 

              
	 	
                Signature
                  and stamp of the branch 

              


      

      


      (signed)
        Mivneh Taasiya Ltd.                 (signed)
        Scopus
        Network Technologies Ltd.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      Appendix
        ‘D’ - Definition of the Adaptations in the Storeroom and Alterations on the
        Third Floor (Clause 8(a)) of the Addendum)

      


      Part
        I
        - Adaptations in the Storeroom

      


      
        	
                1.

              	
                Installation
                  of airconditioning according to the Substitute Lessee’s engineering
                  consultant. The Company will bear the cost of 58% of the amount
                  of the
                  work.

              


      

      


      
        	
                2.

              	
                Installation
                  of an electricity and lighting system according to the plan of
                  the
                  Substitute Lessee’s electrical
                  consultant.

              


      

      


      
        	
                3.

              	
                Plasterboard,
                  painting and joinery works according to the Substitute Lessee’s
                  architect’s plans.

              


      

      


      
        	
                4.

              	
                Installation
                  of an acoustic ceiling according to the Substitute Lessee’s architect’s
                  plans.

              


      

      


      


      It
        should
        be clarified that the portion constituting 42% of the airconditioning and
        antistatic flooring works, including Meda will not be regarded as part of
        the
        adaptations in the storeroom, and will be Additional Works (as defined in
        clause
        8(b) of the Addendum).

      


      Part
        II - Alterations on the Third Floor

      


      
        	
                1.

              	
                Completion
                  of all the missing items according to the Net 2 Wireless approved
                  specification, and completion of the construction of a wall in
                  the CEO’s
                  room.

              


      

      


      
        	
                2.

              	
                Replacing
                  the carpets in the meeting rooms with antistatic flooring pursuant
                  to the
                  Substitute Lessee’s architect’s
                  requirements.

              


      

      


      
        	
                3.

              	
                Dismantling
                  and assembling doors and completing the construction, painting
                  and joinery
                  according to the Substitute Lessee’s architect’s
                  plan.

              


      

      


      
        	 	
                It
                  should be clarified that the installation and/or alteration of
                  the
                  airconditioning system and the installation of an electrical system
                  (excluding the public-address system and fire detection system)
                  will not
                  be regarded as part of the alterations on the third floor, and
                  will be
                  Additional Works (as defined in clause 8(b) of the
                  Addendum).

              


      

      


      Attached
        are Bills of Quantities for Execution, pursuant to the Substitute Lessee’s
        design that constitutes an integral part of this Appendix. It should be
        clarified that the Company will effect at its own expense, all the works
        in the
        Bills of Quantities marked “v’ whereas the remaining works marked “x”, will be
        carried out at the expense of the Lessee, as stated in clause 8(b) of the
        Addendum.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Addendum
        No. 1 to the Addendum to the Agreement of Lease No. 1-03-1430-0 - Bulk
        Electricity

      


      
        	
                1.

              	
                This
                  Addendum constitutes an integral part of the above-captioned Agreement
                  (hereinafter: “the Principal Agreement”) and all the terms thereof will be
                  construed within their meaning as they appear in the Principal
                  Agreement,
                  unless an intention to the contrary is
                  implied.

              


      

      


      
        	
                2.

              	
                The
                  Substitute Lessee declares and acknowledges as
                  follows:

              


      

      


      
        	 	
                (a)

              	
                The
                  Company has brought to its knowledge the fact that the Electric
                  Corporation supplies to the Building (as defined in the Principal
                  Agreement), high-tension electricity and that for this purpose,
                  the
                  Company is the Electric Corporation’s
                  customer.

              


      

      


      
        	 	
                (b)

              	
                That
                  by means of an installation situated at the Building, the Company
                  converts
                  the high-tension electricity to low
                  tension.

              


      

      


      
        	 	
                (c)

              	
                That
                  while the Company is the signatory to a customer agreement with
                  the
                  Electric Corporation, the Substitute Lessee agrees that for all
                  intents
                  and purposes, except with respect to the payments for the electricity
                  services, the Substitute Lessee will be deemed to be the Electric
                  Corporation’s customer.

              


      

      


      
        	 	
                (d)

              	
                That
                  the Company will supply low-tension electricity to the Premises,
                  as set
                  out in this Addendum.

              


      

      


      
        	 	
                (e)

              	
                That
                  the Substitute Lessee will pay directly to the Company, in accordance
                  with
                  bills that will be issued to it by the Company, for its use of
                  electricity
                  at the Premises (hereinafter: “the Electricity
                  Fees”).

              


      

      


      
        	 	 	
                The
                  Electricity Fees will be set pursuant to the large corporation’s tariff of
                  the Electric Corporation, for supplying low tension electricity,
                  and
                  according to the Substitute Lessee’s actual use, as measured through a
                  meter designed for a large corporation that will be installed by
                  the
                  Company, in a meter cabinet dedicated for such
                  purpose.

              


      

      


      
        	 	 	
                The
                  Electricity Fees will be paid by the Substitute Lessee to the Company
                  on
                  the first of each month with the addition of VAT by the Direct
                  Debit
                  arrangement set out in the Principal
                  Agreement.

              


      

      


      
        	
              	(f)	
                That
                  if it fails to pay to the Company the Electricity Fees and the
                  VAT on due
                  date, the Company may, by 21 days’ prior written notice, terminate the
                  supply of the electricity to the Premises. In such a case, the
                  disconnection expenses of the electricity current and the reconnection
                  thereof to the Premises (if reconnected) will be borne and paid
                  for by the
                  Substitute Lessee.

              


      

      


      
        	
              	(g)	
                That
                  the electricity supply to the Premises will be made by the Company
                  and
                  that it will not be entitled to request the direct supply of electricity
                  from the Electric Corporation and/or from any other party other
                  than the
                  Company. The Substitute Lessee will not be entitled to request
                  from the
                  Electric Corporation to install a separate meter for it or effect
                  direct
                  payment to the Electric
                  Corporation.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                (h)

              	
                That
                  the manner of use of the electricity in the Premises will be subject
                  to
                  the discretion of the Substitute Lessee, and pursuant to the legal
                  limits
                  or standards or rules regarding electricity and the use thereof,
                  and
                  subject to the remaining provisions of this
                  Addendum.

              


      

      


      
        	 	
                (i)

              	
                That
                  the electricity current that will be made available to the Substitute
                  Lessee at the Premises is 400 triple-phase amp on each complete
                  floor of
                  the Building. This current is the maximum per lessee. In order
                  for the
                  Substitute Lessee not to effect use of a higher current, a semi-automatic
                  cutout switch will be installed at the Premises (in nominal value)
                  and the
                  Substitute Lessee will be prevented from changing or replacing
                  the cutout
                  switch, except by the Company. The same cutout switch will also
                  be
                  installed next to the meter.

              


      

      


      
        	 	
                (j)

              	
                That
                  the electricity supply to the Premises will be AC current, at a
                  frequency
                  of 50 cycles per second, at 230 volt tension between each phase
                  to zero,
                  and/or 400 volt between each phase or will be varied in accordance
                  with
                  the data that will be supplied by the Electric Corporation. The
                  supply
                  will be triple-phase, and secured by semi-automatic fuses, designed
                  for
                  the nominal current of the Premises according to that stated in
                  sub-clause
                  (i) above.

              


      

      


      
        	
              	*	
                In
                  the event of the electrical connection to the Premises being 3
                  x 100 amps
                  and above, the Substitute Lessee undertakes to install cables to
                  enhance
                  the double output of the electrical installation at the Premises
                  to a rate
                  exceeding the required 0.92 according to the supply rules of the
                  Electric
                  Corporation.

              


      

      


      
        	 	
                (k)

              	
                That
                  the Lessee will not have any claim or ground whatsoever against
                  the
                  Company in respect of the failure to supply the electricity and/or
                  disruptions in the electricity supply originating directly or indirectly
                  in the Electric Corporation. If any disruptions and/or disturbances
                  and/or
                  outages occur in the supply of the electricity, which do not originate
                  in
                  the Electric Corporation, the Company will not be responsible in
                  any form
                  and manner unless it is proved by the Substitute Lessee that such
                  disruption and/or disturbance and/or outage was caused as a result
                  of a
                  malicious or negligent act of the
                  Company.

              


      

      


      
        	 	
                (l)

              	
                That
                  the electrical installation that will be installed by the Substitute
                  Lessee at the Premises will be planned and carried out in a manner
                  whereby
                  the electricity disruptions in the Substitute Lessee’s installation will
                  not cause any overall disturbance and/or electricity outage in
                  the main
                  formation of the upper installation in the
                  project.

              


      

      


      
        	 	
                (m)

              	
                That
                  without derogating from that stated in sub-clause (k) and (l) above,
                  if it
                  installs any electronic or electrical equipment whatsoever at the
                  Premises, it will not be entitled to make any claims or demands
                  whatsoever
                  against the Company on account of a stoppage of the electricity
                  supply to
                  the Premises and/or disruptions in the supply thereof, on condition
                  that
                  the Company has acted reasonably and properly in supplying electricity
                  to
                  the Premises. 

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	 	
                  (n)

                	
                  That
                    the electrical installation that will be installed by the Substitute
                    Lessee at the Premises will include cables and automatic systems
                    that will
                    ensure the double supply of the electricity loading at the Premises
                    to a
                    size of 0.92 at least.

                


        

      

      


      
        	
                3.

              	
                (a)

              	
                The
                  Company and/or any person on its behalf will be entitled to visit
                  the
                  Premises at any reasonable time, by prior arrangement with the
                  Lessee,
                  and, in cases of emergency, even without prior notice, to examine
                  the
                  electrical installations of the very kinds, and check the safety
                  and
                  conformity thereof to the accepted safety
                  standards.

              


      

      


      
        	
              	(b)	
                Should
                  the Company be of the opinion that any electrical installation
                  that has
                  been installed at the Premises could cause damage to the general
                  electricity system in the Building or constitutes a safety risk
                  or
                  nuisance and does not meet the accepted safety standards and/or
                  that the
                  loading it imposes on the electrical service supply system could
                  disrupt
                  the system - the Company may demand the correction and/or replacement
                  or
                  alteration of such installation, and the Substitute Lessee undertakes
                  to
                  take all the steps required 
                  in
                  order to fulfil its demand, within 15
                  days.

              


      

      


      
        	 	
                (c)

              	
                The
                  Substitute Lessee will be responsible for all and any damage that
                  will be
                  caused to the electrical equipment and/or installations at the
                  Premises
                  and/or the electricity system outside of the Premises as a result
                  of
                  operating a faulty or unsuitable electrical installation that matching
                  the
                  electric current or the electricity
                  supply.

              


      

      


      
        	
                4.

              	
                (a)

              	
                The
                  Substitute Lessee will be entitled to carry out at the Premises
                  internal
                  partitioning works of the electrical system and other electrical
                  works as
                  required according to the Substitute Lessee’s needs and the purpose of the
                  Lease.

              


      

      
        	 	 	
                These
                  works will be carried out by qualified electricians only, according
                  to the
                  requirements of the law and subject to the relevant Israeli standards,
                  at
                  the Substitute Lessee’s expense and full
                  responsibility.

              


      

      


      
        	 	
                (b)

              	
                Prior
                  to implementing such works, the Substitute Lessee will submit the
                  electricity system plans of the Premises, including all the elements
                  thereof to the Company for its prior approval, at least 90 days
                  before the
                  date planned for delivering possession of the Premises to the Lessee,
                  or
                  before the making of the requested change in the electrical
                  system.

              


      

      


      
        	 	
                (c)

              	
                The
                  electrical works will be carried out by the Substitute Lessee solely
                  in
                  accordance with plans that will be approved by the Company. The
                  Substitute
                  Lessee undertakes to effect any correction or alteration in the
                  plans that
                  will be required by the Company. Any electrical works carried out
                  by the
                  Substitute Lessee that do not accord with the approved plans may
                  cause the
                  Company to withhold connecting the Premises to the electrical network
                  in
                  the Building.

              


      

      


      
        	 	
                (d)

              	
                A
                  check of the electrical works at the Premises will be carried out
                  before
                  the delivery date of possession, by a private qualified electrical
                  examiner or Electric Corporation examiner. The connection of the
                  electrical system in the Premises to that of the building will
                  only be
                  effected subject to receiving the approval of such examiner, or
                  from the
                  Electric Corporation, as appropriate, and subject to the conformity
                  of the
                  works that have been carried out to those plans which have been
                  approved.

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	
                  5.

                	
                  The
                    Substitute Lessee may not extend or alter or add to the electrical
                    supply
                    installations at the Premises, without the prior written approval
                    of the
                    Company. The Company may disconnect or immediately remove any
                    extension,
                    alteration or addition that have been made without its authorisation.
                    The
                    Substitute Lessee will bear the costs involved in such disconnection
                    or
                    removal. Nothing contained above shall derogate from the Substitute
                    Lessee’s responsibility for any damage that will be caused to the
                    electrical supply installations as a result of such
                    work.

                


        

      

      


      
        	 	
                If
                  the Substitute Lessee wishes to enlarge the electrical supply to
                  the
                  Premises, this increase will be subject to the Company’s approval in
                  writing. The Company will not unreasonably withhold its consent
                  to approve
                  the enlargement, except in the case of technical reasons relating
                  to the
                  implementation thereof and reasons on cost-related
                  grounds.

              


      

      


      
        	 	
                The
                  Substitute Lessee will bear the payment of the enlargement, if
                  it is
                  approved. Such payment will constitute a prior condition for enlarging
                  the
                  electric supply.

              


      

      


      
        	
                6.

              	
                (a)

              	
                The
                  Substitute Lessee will allow and enable access, at all reasonable
                  times,
                  to any employee representing the Company, to any electrical installation
                  at the Premises, in order to check, maintain, inspect, install,
                  repair,
                  replace defective parts, remove, dismantle and assemble as will
                  be
                  required in the Company’s opinion the electrical installations supplying
                  electricity services to the
                  Premises.

              


      

      


      
        	 	
                (b)

              	
                In
                  order to carry out such works, the Company may temporarily and
                  for such
                  periods as will be required, disconnect the electrical supply to
                  the
                  Premises provided that the period of the disconnection of the electrical
                  supply will be reasonable, having regard to the type of work at
                  the
                  Premises. The Company will give 3 (three) days’ prior written notice of
                  the dates on which the works will be carried out. The Company will
                  endeavour to carry out the works during the times at which activity
                  in the
                  Building will be minimal.

              


      

      


      
        	 	
                (c)

              	
                The
                  Substitute Lessee will ensure that any installation hindering the
                  access
                  and implementation of the works mentioned above will be removed
                  and/or
                  moved.

              


      

      


      
        	
                7.

              	
                Any
                  instrument, accessory and other equipment relating to the electricity
                  supply services system and which have been installed by the Company
                  are
                  the exclusive property of the Company, regardless of whether the
                  Substitute Lessee has participated in the purchase and/or installation
                  and/or connection cost of such equipment or
                  not.

              


      

      


      
        	
                8.

              	
                (a)

              	
                The
                  Lessee will be prohibited from effecting work of any kind in the
                  instruments, accessories and other equipment belonging to the electrical
                  supply service system to the Premises (hereinafter: “the Electrical
                  Equipment”) without receiving the prior written consent of the Company to
                  effect such works.

              


      

      


      
        	 	
                (b)

              	
                The
                  Substitute Lessee will be responsible for keeping all the electrical
                  equipment at the Premises safe and intact, during the entire period
                  of the
                  Lease and/or the use of the Premises, and be responsible towards
                  the
                  Company for any damage that will be caused to the Equipment other
                  than
                  that resulting from reasonable and normal
                  wear.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                9.

              	
                The
                  Substitute Lessee may not supply and/or sell electricity or supply
                  any
                  electrical services that have been supplied to it by the Company
                  for
                  consideration or otherwise and in any other manner. The Substitute
                  Lessee
                  will not be entitled to supply electricity independently in any
                  manner,
                  including by means of a generator, except for a generator for use
                  in
                  emergencies only.

              


      

      


      
        	
                10.

              	
                The
                  Company may disconnect or limit the supply of the electrical services
                  to
                  the Premises and other places in the Building, in the following
                  cases:

              


      

      


      
        	 	
                (a)

              	
                In
                  the event of a stoppage or limitation in the supply of electricity
                  originating in an internal or external defect in the main electrical
                  supply system in the Building, in the case of national or regional
                  electricity cuts originating in the Electric Corporation’s system or in
                  the internal electricity distribution system of the
                  Building.

              


      

      


      
        	 	
                (b)

              	
                In
                  the event of imminent danger to person or
                  property.

              


      

      


      
        	 	
                (c)

              	
                In
                  any other case in which the Company directs the need to suspend
                  the
                  electricity supply, on professional
                  grounds.

              


      

      


      
        	 	
                (d)

              	
                In
                  the event of the Substitute Lessee failing to pay the Company any
                  payment
                  or to the Company in accordance with the Principal Agreement, and/or
                  this
                  Addendum, and which has not been punctually paid, after 15 days’ prior
                  written notice.

              


      

      


      
        	 	
                (e)

              	
                The
                  Company will notify the Lessee in advance of any case of initiated
                  termination and/or limitation in the supply of the electricity.
                  

              


      

      


      
        	
                11.

              	
                If,
                  as the result of any law, regulation, order, or act of any sovereign
                  or
                  other competent authority, it will become necessary, at the discretion
                  of
                  the Company, to make any changes in the supply system of the electricity
                  services to the Premises, the Company will make such changes, without
                  the
                  Lessee having any claim and/or demand whatsoever in respect
                  thereof.

              


      

      


      
        	
                12.

              	
                (a)

              	
                The
                  quantity of electricity used at the Premises is part of the components
                  in
                  respect of for which Electricity Fees will be paid by the Substitute
                  Lessee, in consideration of the supply of electricity
                  services.

              


      

      


      
        	 	
                (b)

              	
                The
                  quantity of electrical energy in kilowatt-hours that will be used
                  by the
                  Substitute Lessee will, as mentioned, be measured by means of a
                  separate
                  meter that will be installed by the Company to measure the amount
                  of
                  electricity used at the Premises.

              


      

      


      
        	 	
                (c)

              	
                Readings
                  of the meter will be made by the Company’s employees, and the notation of
                  such reading will serve as conclusive evidence in regard to the
                  amount of
                  the electricity that has been used by the Substitute
                  Lessee.

              


      

      


      
        	 	
                (d)

              	
                If
                  the meter is not properly functional for a particular period of
                  time, or
                  ceased operating altogether by reason of a malfunction or any other
                  reason, or in the event of the Substitute Lessee having used at
                  the
                  Premises electricity otherwise than via the meter or in a manner
                  that does
                  not conform with this Addendum, a calculation will be made by the
                  Company
                  of the amount of the electricity during such period of time on
                  the basis
                  of an assessment, compared with the use made during previous periods,
                  and
                  if this is not possible, the assessment will be made by way of
                  comparing
                  the use made by similar businesses to that of the Substitute
                  Lessee.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                (e)

              	
                In
                  the event of the Substitute Lessee contesting the Company’s assessments
                  mentioned above, an electricity engineer to be appointed by the
                  Company
                  will determine the matter, whose determination will be binding
                  and
                  final.

              


      

      


      
        	 	
                (f)

              	
                In
                  any other case in which the Substitute Lessee contests the calculation
                  of
                  the amount of the electricity used at the Premises, its claim will
                  be
                  examined by the Company and if such examination finds that an inaccuracy
                  has occurred in the calculation, for a reason not dependent on
                  the Lessee,
                  the calculation will be corrected and the Substitute Lessee credited
                  and/or debited with the amount of such correction in the next ensuing
                  bill.

              


      

      


      
        	 	
                (g)

              	
                In
                  the event of an examination being made at the request of the Substitute
                  Lessee as above, in which it will be found that there is no basis
                  for the
                  Substitute Lessee’s claims, the Substitute Lessee will bear the costs of
                  the examination in the amount fixed from time to time by the
                  Company.

              


      

      


      
        	
                13.

              	
                In
                  the event of an electricity shutdown to the project and/or the
                  Premises,
                  the Company will not be bound to supply electricity to the Premises
                  from
                  an emergency generator or other backup source other than the Electric
                  Corporation, to any part of the Substitute Lessee’s electrical
                  installation, except for the parts that were planned in advance
                  would
                  receive backup from an emergency
                  generator.

              


      

      


      
        	
                14.

              	
                Upon
                  the expiration of the Lease Term, or in any case where the Premises
                  are
                  vacated by the Substitute Lessee or in the event of the Principal
                  Agreement being terminated, the meter connected to the Premises
                  will be
                  read and a notation made of such reading. This reading will be
                  used in the
                  final accounting between the parties in relation to the calculation
                  of the
                  Electrical Fees due from the Substitute Lessee to the Company for
                  the
                  supply of electrical services.

              


      

      


      
        	
                15.

              	
                Notwithstanding
                  that stated above in this Addendum, the Company may instruct the
                  Lessee to
                  connect to the electricity network and the electrical supply provided
                  by
                  the Israel Electric Corporation Ltd., and in such a case, the terms
                  and
                  conditions of the Electric Corporation will apply to all matters
                  related
                  to the contract and the supply of electricity to the Lessee. The
                  connection expenses to the electrical network will be borne by
                  the
                  Company.

              


      

      


      
        	
                16.

              	
                The
                  Company will assign to the Substitute Lessee all the rights which
                  a
                  customer of the Israel Electric Corporation has by law, including
                  the
                  right to compensation in respect of damages on account of malfunctions
                  and/or the failure to supply
                  electricity.

              


      

      


      
        	
                17.

              	
                If,
                  by the Commencement Date of the Lease, the Building will not be
                  permanently connected to the electricity network, the Company undertakes
                  to supply to the Substitute Lessee, on the Commencement Date of
                  the Lease,
                  electricity by means of a generator or a number of generators,
                  as
                  determined by the electricity engineer in such output as the Company
                  would
                  have able to supply to the Substitute Lessee if the Premises had
                  been
                  connected to the electrical
                  network.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      In
        witness whereof the parties have set their hand:

      


      


      
        	
                Mivneh
                  Taasiya Ltd.

              	
                Scopus
                  Network Technologies Ltd.

              
	
                _________________

              	
                _____________________________

              
	
                The
                  Company

              	
                The
                  Substitute Lessee

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      Addendum
        No. 2 - Liability and Insurance

      


      Attached
        to the Agreement dated 2/2/2000
        (hereinafter - “the Principal Agreement”)

      


      This
        Addendum extends the Substitute Lessee’s liability under the Agreement of Lease
        and also overrides any provision in the Agreement of Lease dealing with the
        insurance and liability, and in the case of any divergence between the
        provisions of the Principal Agreement and those contained in this Addendum,
        the
        provisions of this Addendum will
        prevail.
        The
        terms used in this Addendum will be construed in the same manner as they
        are
        construed in the Principal Agreement.

      


      
        	
                1.

              	
                Without
                  derogating from that stated in clause 10(a) of the Agreement of
                  Lease and
                  in addition to the provisions thereof, it is agreed that the Substitute
                  Lessee will be responsible for any loss, harm or damage to property
                  or
                  person of any kind whatsoever that will be caused to the Lessee
                  and its
                  successors and/or to the Company and its successors and/or to any
                  third
                  party, including, but without derogating from the generality of
                  the
                  foregoing - to the employees and/or suppliers and/or visitors of
                  the
                  Substitute Lessee and/or to the employees and/or successors of
                  the Company
                  following any act or omission of the Substitute Lessee and/or of
                  its
                  employees or its successors and/or following any act of the Substitute
                  Lessee and/or its successors or
                  assigns.

              


      

      


      
        	
                2.

              	
                The
                  Substitute Lessee undertakes to compensate the Company immediately
                  upon
                  its first demand, for the full amount of the loss, harm or damage
                  for
                  which the Substitute Lessee is responsible as aforesaid, and that
                  has been
                  caused to the Company or in respect of which the Company has or
                  may pay,
                  and for all the costs borne by the Company or which it may bear
                  in
                  connection with such claim of loss, harm or damage, all without
                  derogating
                  from the rights of the Company under this Agreement and/or at law
                  for any
                  relief or other remedy, all subject to the Company’s immediate notice in
                  writing to the Substitute Lessee of any such claim and the grant
                  of a
                  possibility to defend it. The amount of the compensation mentioned
                  will be
                  deemed to be a debt due to the Company from the Substitute Lessee
                  under
                  the provisions of this Agreement.

              


      

      


      
        	 	
                3.

              	
                3.1

              	
                Without
                  derogating from the liability of the Substitute Lessee under this
                  Agreement and at law, the Substitute Lessee undertakes to arrange
                  and
                  maintain, for the entire duration of the Principal Agreement, with
                  a duly
                  authorized and reputable insurance company, the following
                  insurances:

              


      

      


      
        	 	 	 	
                3.1.1

              	
                Extended
                  fire insurance of the insurer, for the full value, loss or damage
                  to the
                  contents and all the additions and renovations that have been added
                  to the
                  Premises and/or to the property of any kind whatsoever owned or
                  within the
                  responsibility of the Substitute Lessee and situated at or in the
                  vicinity
                  of the Premises (without derogating from such generality, including
                  the
                  furnishings, equipment, installations and inventories of any kind
                  whatsoever) against the risks of fire, smoke, lightning, explosion,
                  tempest, storm, flooding, earthquakes, liquid and cracked pipes
                  damage,
                  damage by vehicles and/or hoisting instruments, damage by aircraft,
                  strikes and disturbances, malicious damage and burglary. The insurance
                  will include a clause whereby the insurer waives its right to subrogation
                  against the Company and its successors and/or assigns and/or against
                  the
                  tenants and/or other lessees (if the insurances include the same
                  clause
                  regarding the waiver of subrogation against the Substitute Lessee)
                  provided such waiver of the right of subrogation will not apply
                  for the
                  benefit of any person who has caused damage
                  maliciously.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
              	
                3.1.2

              	
                Liability
                  insurance towards third Parties in respect of liability for loss,
                  harm or
                  damage to the person or property of any body or person with a liability
                  limit of not less than a sum equal to $1,000 multiplied by the
                  area of the
                  Premises in square meters, save that such sum will be less than
                  $100,000
                  nor be greater than $5,000,000 in respect of a single insurance
                  event and
                  in the aggregate during one insurance year period. The insurance
                  will not
                  be subject to any limitation concerning: fire, explosion, panic,
                  hoisting
                  instruments, loading and unloading, contractors and sub-contractors,
                  defective sanitary appliances, poisoning, any harmful matter in
                  food or
                  drink, the making of additions and renovations in the Premises,
                  strike and
                  lockout as well as claims of subrogation on the part of the National
                  Insurance Institute. Such insurance will be extended to indemnify
                  the
                  Company in respect of its liability as owner of the Premises and
                  also in
                  respect of its liability for the acts and/or omissions of the Substitute
                  Lessee, subject to the cross-liability clause under which the insurance
                  will deemed to have been made separately for each of the individuals
                  comprising the assured.

              


      

      


      
        	
              	3.1.3	
                Employers’
                  liability insurance in respect of the liability of the Substitute
                  Lessee
                  towards the persons employed by it to the limit of the customary
                  and
                  maximum standard liability in Israel on the date of making or renewing
                  the
                  insurance, the insurance not to include any limitation in regard
                  to
                  contractors and sub-contractors and their employees, the making
                  of
                  additions and renovations in the Premises, bait and poisons, and
                  the
                  employment of young persons. The insurance will be extended to
                  indemnify
                  the Company in the event of its claiming, with respect to the occurrence
                  of any work accident, that it bears the duties of an employer towards
                  any
                  of the Substitute Lessee’s
                  employees.

              


      

      


      
        	
              	3.1.4	
                Consequential
                  loss insurance by reason of damage that has been caused to the
                  contents of
                  the Premises and/or the structure in which the Premises are situated,
                  for
                  the full value thereof, following the risks mentioned in clause
                  (3.1.1)
                  above, for an indemnity period of not less than twelve months.
                  The
                  insurance will include a clause regarding the waiver of the insurer
                  of the
                  right of subrogation against the Company and its successors and/or
                  against
                  the substitute lessees and/or other tenants (if their insurances
                  include
                  the same clause regarding the waiver of a right of subrogation
                  against the
                  Substitute Lessee) provided such a waiver of the right of subrogation
                  will
                  not apply for the benefit of any person who has caused damage
                  maliciously.

              


      

      


      The
        above
        insurances will include an express condition that they have priority to any
        insurance made by the Company and that the insurer waives any demand or claim
        regarding sharing of the Company’s insurances.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      The
        insurances will similarly include an express condition whereby the above
        insurances will not be reduced nor cancelled for the duration of the term
        of the
        Principal Agreement, without at least 60 days’ prior notice having been given to
        the Company by registered mail.

      


      
        	 	
                3.2

              	
                In
                  the event of the Substitute Lessee turning to the Company requesting
                  to
                  permit prior entry to the Premises and such authority has been
                  granted to
                  it in writing by the Company, then, without derogating from the
                  remaining
                  conditions which may be imposed by the Company, the Substitute
                  Lessee
                  undertakes to perform that stated in clause 3.1 above as from the
                  date of
                  such prior entry, the term “prior entry” for the purpose of this clause
                  meaning the placing of any property in the Premises and/or the
                  authority
                  to effect additions and renovations in the Premises.
                  

              


      

      


      
        	 	
                3.3

              	
                If,
                  in the Substitute Lessee’s opinion, it is necessary to make additional
                  and/or supplementary insurance to such insurances of the Substitute
                  Lessee, the Substitute Lessee undertakes to make and maintain such
                  additional and/or supplementary insurances, such additional or
                  supplementary insurance to include a clause containing a waiver
                  of the
                  right of subrogation against the Company and its successors (and
                  also
                  against the other lessees and/or tenants if their insurances contain
                  the
                  same clause regarding a waiver of subrogation) with respect to
                  property
                  insurances and/or the name of the assured will be extended to include
                  the
                  Company, subject to a cross-liability clause with respect to liability
                  insurances.

              


      

      


      
        	 	
                3.4

              	
                The
                  Company may, at its discretion, require the Substitute Lessee to
                  furnish a
                  certificate of the making of the insurances mentioned in clause
                  3.1 above.
                  In such a case, the Substitute Lessee undertakes, within 7 days
                  of such
                  demand, to furnish the Company with the certificate confirming
                  that such
                  insurances have been made, duly signed by its insurer. It is hereby
                  expressly agreed that the making of the insurances, furnishing
                  of a
                  certificate regarding the insurance, the examination or non-examination
                  thereof by the Company and/or by any person on its behalf, will
                  not
                  constitute any confirmation of the conformity of the Substitute
                  Lessee’s
                  insurances to that which has been agreed, or regarding the quality,
                  validity, extent or absence thereof; and this will not impose any
                  obligation whatsoever on the Company and/or any on the persons
                  representing it and/or remove any liability whatsoever from the
                  Substitute
                  Lessee.

              


      

      


      
        	 	 	
                Without
                  any demand on the part of the Company, the Substitute Lessee undertakes
                  to
                  re-deposit the insurance certificates during every year of insurance
                  before the expiry of the Substitute Lessee’s insurances or any of them, so
                  long as the Principal Agreement is in
                  force.

              


      

      


      
        	 	 	
                On
                  each occasion that the Substitute Lessee’s insurer notifies the Company
                  that the Substitute Lessee’s insurances are about to be reduced or
                  cancelled, as stated in the last passage of clause 3.1 above, the
                  Substitute Lessee undertakes to reconstitute the Substitute Lessee’s
                  insurances and furnish a new certificate of insurance, 30 days
                  prior to
                  the date of such reduction or
                  cancellation.

              


      

      


      
        	 	
                3.5

              	
                It
                  is stipulated and agreed between the parties that the non-exercise
                  by the
                  Company of its right to receive such certificates mentioned in
                  clause 3.4
                  above will not be deemed to be a waiver on the part of the Company
                  with
                  respect to the duty to maintain the insurances and/or furnish the
                  insurance certificates.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                4.

              	
                The
                  Substitute Lessee undertakes to strictly uphold all the terms of
                  the
                  Substitute Lessee’s insurance, update the insurance amount in respect of
                  the insurances mentioned in clauses (3.1.1), and (3.1.4) above
                  from time
                  to time in order to always reflect the full value of the property
                  insured
                  thereunder, and fully and punctually pay the insurance
                  premiums.

              


      

      


      
        	
                5.

              	
                The
                  Company will make and maintain, for the entire duration of the
                  term of the
                  Principal Agreement, either independently or by the Management
                  Company,
                  the following insurances:

              


      

      


      
        	 	
                5.1

              	
                Insurance
                  insuring the loss or damage to the structure of the Premises (with
                  the
                  exception of additions and renovations added now or hereafter by
                  the
                  Lessee or its successors) in the full value thereof, and, without
                  derogating from the generality of the foregoing, including against
                  the
                  risks of fire, smoke, explosion, storm, tempest, flood, earthquake,
                  damage
                  by liquid, harm caused by vehicles and/or hoisting instruments,
                  harm by
                  aircraft, disturbances, strikes, malicious damage and burglary.
                  Such
                  insurance includes a waiver clause by the insurer of the rights
                  of
                  subrogation against the Lessee and its successors, provided such
                  waiver of
                  the right of subrogation will not apply for the benefit of a person
                  who
                  has caused damage maliciously.

              


      

      


      
        	 	
                5.2

              	
                Insurance
                  of liability towards third parties in respect of the liability
                  of the
                  Company by reason of loss, harm or damage to person or property
                  of any
                  person and/or body whatsoever, with a limit of liability of $3
                  million per
                  event and cumulatively throughout the duration of a single annual
                  insurance term. The insurance will not be subject to any limitation
                  regarding fire, explosion, panic, hoisting, loading and unloading
                  instruments, contractors and sub-contractors, defective sanitary
                  installations, poisoning, strike and lockout as well as claims
                  of
                  subrogation on the part of the National Insurance Institute. Such
                  insurance will be extended to indemnify the Substitute Lessee in
                  respect
                  of its liability for the acts and/or omissions of the Company by
                  reason of
                  harm or damage caused outside the area of the Premises, subject
                  to a
                  cross-liability clause by which the insurance will have been deemed
                  to
                  have been made separately for each of the individuals comprising
                  the
                  assured. 

              


      

      


      
        	 	
                5.3

              	
                Employers’
                  liability insurance in respect of the liability of the Company
                  towards the
                  persons employed by it with a limitation on liability in the sum
                  of
                  $1,500,000 per claimant, $2,500,000 per event and $500,000 cumulatively
                  for the term of the insurance, the insurance not to include any
                  limitation
                  regarding contractors and sub-contractors and their respective
                  employees,
                  bait and poison, and the employment of young persons.
                  

              


      

      


      
        	 	
                The
                  Company expressly exempts the Substitute Lessee from any liability
                  for any
                  damage for which the Company is entitled to indemnity under the
                  insurance
                  mentioned in clause 5.1 above, and will have no claim and/or demand
                  against the Substitute Lessee in respect of such damage, subject
                  to the
                  proviso contained at the end of this clause. The exemption from
                  liability
                  will not apply in favour of any person that has caused damage with
                  malicious intent.

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	 	
                  The
                    Substitute Lessee will, in respect of any insurance event caused
                    and which
                    is insured under the policy in consequence of any of the circumstances
                    described in clause 10 of the Principal Agreement and/or under
                    clause 1 of
                    this Addendum above, bear the amount of the deductible according
                    to such
                    policy on condition that the Lessee’s deductible in respect of any such
                    insurance event will not exceed the amount equal to the area
                    of the
                    Premises multiplied by $10 per square meter, or the sum of $22,000
                    -
                    whichever is the lower.

                


        

      

      


      
        	
                6.

              	
                The
                  Substitute Lessee hereby expressly exempts the Company and the
                  other
                  substitute lessees and/or tenants (if their agreements contain
                  the same
                  exemption against the Substitute Lessee) from any liability for
                  damage for
                  which it is entitled to indemnity under the insurances mentioned
                  in
                  clauses (3.1.1) and (3.1.4 above, or for which it would have been
                  entitled
                  to indemnity had not been for the deductible specified in that
                  insurance,
                  and will have no claim or demand against the above in respect of
                  such
                  damage. The exemption from the liability will not apply in favour
                  of any
                  person who has caused damage with malicious
                  intent.

              


      

      


      
        	 	
                Notwithstanding
                  the foregoing, it is agreed that the Substitute Lessee will be
                  entitled
                  not to effect any loss of profits insurance as mentioned in clause
                  (3.1.4)
                  above, save that the exemption mentioned above will apply as if
                  such
                  insurance had been made.

              


      

      


      
        	
                7.

              	
                Without
                  derogating from the Substitute Lessee’s liability set out in this Addendum
                  above, it is agreed between the parties that in respect of the
                  insurances
                  mentioned in clause 5 above, the Substitute Lessee will bear the
                  amount
                  specified in clause 17 of Appendix ‘A’ to the Agreement, on the
                  1st
                  day of every three months (hereinafter - “the Insurance
                  Expenses”).

              


      

      


      
        	 	
                There
                  will be added to the Insurance Expenses Linkage Differentials the
                  calculation of which will be made as mentioned in clause 3(a) of
                  the
                  Principal Agreement, mutatis mutandis, in accordance with that
                  stated
                  above in this clause.

              


      

      


      
        	 	
                The
                  due reimbursement of the Insurance Expenses will be treated as
                  payment of
                  rent for all purposes, including the obligation to pay payments
                  of
                  interest and linkage in respect of the arrears in payment of the
                  Insurance
                  Expenses. Value Added Tax at the lawful rate will be added to the
                  Insurance Expenses, Linkage Differentials and, where appropriate,
                  to the
                  interest also, and that tax will apply to the Substitute Lessee
                  and will
                  be paid by it together with the payment to which the VAT
                  relates.

              


      

      


      
        	 	
                If
                  the Company will be required by its insurer to pay it additional
                  sums over
                  and above that payable by it at the time of the signature of this
                  Addendum, in respect of the insurances mentioned above, then the
                  Company
                  may charge the Substitute Lessee additional sums equal to the Substitute
                  Lessee’s proportional percentage of all the Insurance Expenses mentioned
                  above, and the Substitute Lessee undertakes to pay the Company
                  such
                  additional sums on the first of the month following the date of
                  the
                  insurance company’s demand or on such later date as will be determined by
                  the Company.

              


      

      


      
        	 	
                The
                  addition will be fixed according to the rate of the increase between
                  the
                  Insurance Expenses which the Company will become liable to pay
                  to its
                  insurer, and the Expenses paid by the Company prior to the increase
                  thereof. Upon the occurrence of the foregoing, the Company will
                  furnish to
                  the Lessee, upon its demand, a written certificate of the Company’s
                  auditor of the amount of the increase in the Insurance Expenses
                  and the
                  determination by the auditor will be of binding effect against
                  the
                  Lessee.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                8.

              	
                The
                  Substitute Lessee may inspect the copy of the insurance policy
                  issued to
                  the Company at the Company’s offices in Tel Aviv, and at each of its
                  branches, after prior arrangement.

              


      

      


      
        	
                9.

              	
                For
                  the removal of any doubt, it is agreed by the parties that the
                  insurance
                  benefits receivable by the Company under the insurance policy made
                  by the
                  Company as mentioned in clause 5 above, will be paid to, and belong
                  solely, to the Company.

              


      

      


      
        	
                10.

              	
                The
                  stamp duty costs of this Addendum will be borne and paid by the
                  Substitute
                  Lessee.

              


      

      


      In
        witness whereof the parties have set their hands:

      


      


      
        	
                Mivneh
                  Taasiya Ltd. (signed)

              	
                Scopus
                  Network Technologies (signed)

              
	 	 
	
                __________________

              	
                ________________________

              
	
                    The
                  Company

              	
                    The
                  Substitute Lessee

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Appendix
        to Addendum No. 2: Substitute Lessee’s Insurance Certificate

      


      Date:
        ____________

      


      Mivneh
        Taasiya Ltd.

      (hereinafter:
        “the Company”)

      4
        Kaufman
        Street, Sherbet House

      Tel
        Aviv

      


      Dear
        Sir/Madam,

      


      
        	
                Re:

              	
                Insurance
                  certificate according to the
                  Addendum

              
	 	
                To
                  the Agreement dated ______________ (hereinafter: “the
                  Agreement”)

              
	 	
                Between
                  you and_________________________ (hereinafter: “the Substitute
                  Lessee”)

              


      

      


      We
        hereby
        confirm that commencing from _______________, we have effected in the name
        of
        the Substitute Lessee, the following insurances pursuant to that stated in
        Addendum No. 1 - Liability
        and Insurance
        attached
        to the Agreement.

      


      
        	
                1.

              	
                Extended
                  fire insurance insuring, in the full value thereof, loss or damage
                  to the
                  contents of the Premises and/or the additions and renovations added
                  to the
                  Premises and/or to property of any kind owned or within the responsibility
                  of the Substitute Lessee, in its full value and situated at or
                  in the
                  vicinity of the Premises (without derogating from the generality
                  of that
                  stated - including the furnishings, equipment, installations and
                  inventories of any kind whatsoever) against the risks of fire,
                  smoke,
                  lightning, explosion, storm, tempest, flood, earthquake, damage
                  by liquid
                  burst pipes, damage by vehicles and/or hoisting instruments, damage
                  by
                  aircraft, riots, strikes, malicious damage and
                  burglary.

              


      

      


      
        	 	
                This
                  insurance includes a waiver clause by the insurer of the right
                  of
                  subrogation against the Company and its successors and/or against
                  the
                  other substitute lessees and/or tenants (if their insurances include
                  a
                  parallel clause concerning a waiver of the right of subrogation
                  against
                  the Substitute Lessee) provided such waiver of the right of subrogation
                  will not apply in favour of any person who has caused malicious
                  damage.

              


      

      


      
        	 	
                Insurance
                  amount: $ _____________

              


      

      


      
        	
                2.

              	
                Third
                  party liability insurance in respect of the liability by reason
                  of loss,
                  harm or damage to the person or property of any person and/or body
                  whatsoever.

              


      

      


      
        	 	
                The
                  insurance is not subject to any limitation regarding: fire, explosion,
                  panic, hoisting, loading and unloading instruments, contractors
                  and
                  sub-contractors, defective sanitary installations, poisoning, any
                  harmful
                  thing in food or drink, the making of any additions and renovations
                  in the
                  Premises, strike and lockout and claims of subrogation on the part
                  of the
                  National Insurance Institute.

              


      

      


      
        	 	
                This
                  insurance has been extended to indemnity the Company in respect
                  of its
                  liability as the owner of the Premises and also in respect of its
                  liability for the acts and/or defaults of the Substitute Lessee,
                  subject
                  to the cross-liability clause whereby the insurance is deemed to
                  have been
                  made separately for each of the individuals comprising the
                  assured.

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	 	
                  Limit
                    of liability: $ _______________ per event, cumulative for the
                    annual
                    insurance period.

                


        

      

      


      
        	
                3.

              	
                Employers’
                  liability insurance in respect of the Substitute Lessee’s liability
                  towards those employed by it with the limit of the standard maximum
                  customary in Israel on the date of making or renewing the insurance,
                  the
                  insurance not including any limitation regarding contractors and
                  sub-contractors and their employees, the making of additions and
                  renovations in the Premises, bait and poison and the employment
                  of young
                  persons. The insurance is extended to indemnify the Company in
                  the event
                  of it being pleaded, with respect to the occurrence of any work
                  accident,
                  that it bears the duties of an employer towards any of the Substitute
                  Lessee’s employees.

              


      

      


      
        	 	
                Limit
                  of liability: $ ____________ per claimant, $ ________ per event
                  and $
                  ____________ cumulatively for the annual insurance
                  period.

              


      

      


      
        	
                4.

              	
                Consequential
                  loss insurance by reason of damage caused to the contents of the
                  Premises
                  and/or the structure in which the Premises are situated, in the
                  full value
                  thereof following the risks mentioned in clause (1) above, for
                  an
                  indemnity period that will be not less than 12 months. The insurance
                  includes a waiver clause of the insurer of the right of subrogation
                  against the Company and its successors and/or any other substitute
                  lessees
                  and/or tenants (if their insurances include a parallel clause regarding
                  the waiver of the right of subrogation against the Substitute Lessee)
                  provided such waiver of the right of subrogation will not apply
                  in favour
                  of any person who has caused malicious
                  damage.

              


      

      


      
        	 	
                Insurance
                  amount: $ _______________

              


      

      


      We
        hereby
        certify that all the above insurances have priority as against any insurance
        made by the Company and that we waive any demand or claim regarding sharing
        in
        the Company’s insurances.

      


      We
        further certify that the above insurances will not be limited nor cancelled
        for
        the duration of the term of the Agreement, unless 60 days’ notice at least will
        have been received to that effect by registered mail in advance.

      


      Subject
        to the terms and exceptions of the original policies to the extent they have
        not
        been expressly varied by this Certificate.

      


      Yours
        faithfully,

      


      
        	
                ________________

              	
                ________________

              	
                ________________

              	
                ________________

              
	
                (Insurer’s
                  stamp)

              	
                (Insurer’s
                  signature)

              	
                (Signatory’s
                  name)

              	
                (Position)
                  

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      Extension
        and Amendment of the Agreement of Lease No. 0-1430-03-1


      This
        Addendum is made on the 17th
        June, 2004

      


      


      
        	 	
                Mivneh
                  Taasiya Ltd.

              	 
	 	
                11
                  Hamanofim Street, Herzliya Pituach

              	 
	 	
                Tel.
                  09-9717971, Fax. 09-9717970

              	 
	 	 	
                (hereinafter:
                  “the Company”)

              
	 	 	 
	
                And:

              	
                Scopus
                  Network Technologies Ltd.

              	 
	 	
                Corporate
                  No. 51-188910

              	 
	 	
                Of:
                  10 Ha'amal St., Rosh Ha'ayin

              	 
	 	
                Tel.
                  03-9007788; Fax. 03-9007778

              	 
	 	 	
                (hereinafter:
                  “the
                  Lessee”)

              


      

      


      
        	WHEREAS	
                An
                  Agreement of Lease dated 19/8/2001 was made between the parties,
                  including
                  the Addenda thereto (hereinafter: “the
                  Agreement”)
                  in connection with the premises situated in the building at 10
                  Ha'amal
                  St., Rosh Ha'ayin, (hereinafter: “the
                  Building”)
                  and divided into the following sections: one unit on the first
                  floor of
                  the Building numbered 137.001.301 having an area of 3763 sq.m;
                  one unit on
                  the ground floor of the Building numbered 137.001.005 having an
                  area of
                  414 sq.m; one unit on the ground floor of the Building numbered
                  137.001.003 having an area of 227 sq.m; one unit on the basement
                  floor of
                  the Building numbered 137.001.(-1) 05 having an area of 22 sq.m;
                  78
                  parking places as delineated on the underground parking lot of
                  the
                  Building and 24 parking places in the upper parking lot of the
                  Building
                  (the three units and the parking places being hereinafter called
                  -
                  “the
                  Premises”);
                  and 

              


      

      


      
        	WHEREAS	
                The
                  parties are desirous of varying the terms of the Agreement in relation
                  to
                  the Lease Term of the Lease and the Rent.


              


      

      


      It
        is therefore stipulated, declared and agreed between the parties as
        follows:

      


      
        	
                1.

              	
                The
                  preamble to this Addendum constitutes an integral part
                  thereof.

              


      

      


      
        	
                2.

              	
                The
                  parties hereby agree that the Lease Term pursuant to this Addendum
                  will
                  commence on 1/6/2004
                  and expire on 31/5/2008.
                  The Lessee will be entitled to shorten the Lease Term and terminate
                  the
                  same on 31/5/2007
                  or
                  on any date if it gives the Company at least 12 months’ written notice
                  thereof. The Lessee will further be entitled to extend the Lease
                  Term for
                  a further 36 months (hereinafter: “the
                  Option Term”)
                  whereby the Agreement will be extended until 31/5/2011, if it gives
                  the
                  Company 120 days’ advance notice in writing thereof.
                  

              


      

      


      
        	
                3.

              	
                The
                  Lessee will pay Principal Rent and Principal Parking Rental in
                  accordance
                  with the following, commencing from 1/6/2004:


              


      

      
        	 	
                The
                  sum of NIS. 190,405 per month in respect of the upper areas in
                  the
                  Building; the sum of NIS. 25,531 per month in respect of the parking
                  places and the sum of NIS. 500 per month in respect of the basement
                  area
                  of the Building;

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            2

          

        

         

        
          	 	
                  Commencing
                    from 1/6/2006, the Lessee will pay Principal Rent and Principal
                    Parking
                    Rental in accordance with the following:


                


        

      

      
        	 	
                The
                  sum of NIS. 200,426 per month in respect of the upper areas in
                  the
                  Building; the sum of NIS. 25,531 per month in respect of the parking
                  places and the sum of NIS. 500 per month in respect of the basement
                  area
                  of the Building;

              


      

      
        	 	
                Commencing
                  from 1/6/2008, the Lessee will pay Principal Rent and Principal
                  Parking
                  Rental in accordance with the following:


              


      

      
        	 	
                The
                  sum of NIS. 220,469 per month in respect of the upper areas in
                  the
                  Building; the sum of NIS. 28,084 per month in respect of the parking
                  places and the sum of NIS. 550 per month in respect of the basement
                  area
                  of the Building;

              


      

      
        	 	
                The
                  Principal Rent and the Principal Parking Rental will be linked
                  to the CPI,
                  the Base CPI mentioned in the Agreement being that of April 2004,
                  published on 15/5/2004, standing at 100.4 points.
                  

              


      

      
        	 	
                The
                  Rent and the Parking Rental will be paid on the first day of every
                  three
                  months in advance, commencing from 1/6/2004.


              


      

      


      
        	
                4.

              	
                It
                  is to be clarified that the Lessee will not pay to the Company
                  any
                  additional payment in respect of the making of Adaptation Works
                  and/or
                  renovations in the Premises, over and above the payments mentioned
                  in
                  clause 3 above. 

              


      

      


      
        	
                5.

              	
                The
                  Lessee is hereby granted an option to lease up to 40 parking places
                  in the
                  Building owned by the Company at 14 Haamal St., (hereinafter:
                  “the
                  Neighbouring Building”),
                  at the price of NIS. 160 plus VAT, this option to be available
                  to the
                  Lessee for the duration of the Lease Term mentioned in clause 2
                  above.
                  

              


      

      


      
        	
                6.

              	
                This
                  Addendum constitutes an integral part of the Agreement. In the
                  event of
                  any divergence between the Agreement and the Addendum - the provisions
                  of
                  this Addendum will prevail. 

              


      

      


      In
        witness whereof we have set our hands:

      


      
        	 	
                Mivneh
                  Taasiya Ltd. (signed)

              	
                Scopus
                  Network Technologies Ltd. (signed)

              
	 	 	 
	 	
                __________________

              	
                _____________________

              
	 	
                The
                  Company

              	
                The
                  Lessee

              
	 	 	
                David
                  Mahlab

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Extension
        and Amendment of the Agreement of Lease No. 0-1430-03-1


      This
        Addendum is made on the 17th
        June, 2004

       

      
        	 	
                Mivneh
                  Taasiya Ltd.

              	 
	 	
                11
                  Hamanofim Street, Herzliya Pituach

              	 
	 	
                Tel.
                  09-9717971, Fax. 09-9717970

              	 
	 	 	
                (hereinafter:
                  “the Company”)

              
	 	 	 
	
                And:

              	
                Scopus
                  Network Technologies Ltd.

              	 
	 	
                Corporate
                  No. 51-188910

              	 
	 	
                Of:
                  10 Ha'amal St., Rosh Ha'ayin

              	 
	 	
                Tel.
                  03-9007788, Fax. 03-9007778

              	 
	 	 	
                (hereinafter:
                  “the
                  Lessee”)

              


      

      


      
        	WHEREAS	
                An
                  Agreement of Lease dated 17/6/2004 (hereinafter: “the
                  Principal Agreement”)
                  was made between the parties in connection with the premises situated
                  in
                  the building at 10 Ha'amal St., Rosh Ha'ayin, (hereinafter: “the
                  Building”);
                  and 

              


      

      


      
        	WHEREAS	
                The
                  Lessee wishes to lease an additional unit in the Building.
                  

              


      

      


      It
        is therefore stipulated, declared and agreed between the parties as
        follows:

      


      
        	
                1.

              	
                The
                  preamble to this Addendum constitutes an integral part
                  thereof.

              


      

      


      
        	
                2.

              	
                Commencing
                  from 1/7/2004 the unit numbered 137.002.004 having an area of 468
                  sq.m
                  (hereinafter: “the Additional Premises”) will be added to the Premises.
                  Notwithstanding the foregoing, the Lessee declares that it will
                  use the
                  area of 180 sq.m out of the Additional Premises only.
                  

              


      

      


      
        	
                3.

              	
                Commencing
                  from 1/7/2004, the payments of the Rent, Management Fees and Insurance
                  Fees will increase according to the ratio that the area of 180
                  sq.m. bears
                  to the total areas of the Premises plus 180 sq.m. The Lessee undertakes
                  to
                  notify the Company immediately in the event of the extent of the
                  use of
                  the Additional Premises changing, and the Company will adjust the
                  payments
                  according to the actual use. It is clarified that the Lessee’s
                  undertakings under the Principal Agreement will apply with respect
                  to the
                  Additional Premises only in respect of the proportionate share
                  thereof
                  that will actually be used by it. 

              


      

      


      
        	
                4.

              	
                In
                  addition, commencing from 1/6/2004, the amount of all the Lessee’s
                  payments to the Company will drop by 1.1% (Rent and Management
                  Fees) in
                  respect of the use that the Partner company makes of the secured
                  protected
                  area on the mezzanine floor of the Building, and for the duration
                  of such
                  use thereof. 

              


      

      


      
        	
                5.

              	
                It
                  is to be clarified that the Lessee may have a survey made of the
                  Premises,
                  including the Additional Premises by a qualified surveyor and if
                  it
                  transpires that the area of the Premises is otherwise than in accordance
                  with the areas specified in the Principal Agreement and this Addendum
                  thereto, the Rent and the remaining payments applicable to the
                  Lessee in
                  accordance with the Principal Agreement and this Addendum will
                  be
                  adjusted. 

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          2

        

      

       

      
        	
                6.

              	
                This
                  Addendum constitutes an integral part of the Agreement. In the
                  event of
                  any divergence between the Agreement and the Addendum - the provisions
                  of
                  this Addendum will prevail. 

              


      

      


      In
        witness whereof we have set our hands:

      


      
        	 	
                Mivneh
                  Taasiya Ltd. (signed)

              	
                Scopus
                  Network Technologies Ltd. (signed)

              
	 	 	 
	 	
                __________________

              	
                _____________________

              
	 	
                The
                  Company

              	
                The
                  Lessee

              
	 	 	
                David
                  Mahlab

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Agreement
        for the Leasing of Linked Parking Places

      Agreement
        no. 10127249 

       

      
        	
                Between:

              	
                Mivneh
                  Taasiya Ltd.

              	 
	 	
                11
                  Hamanofim Street, Ackerstein Towers, Herzliya Pituach

              	 
	 	
                Tel.
                  09-9717900; Fax. 09-9717970

              	 
	 	 	
                (hereinafter:
                  “the Company”)

              
	 	 	 
	
                And:

              	
                Scopus
                  Network Technologies Ltd.

              	 
	 	
                Corporate
                  No. 51188910-7

              	 
	 	
                Of:
                  5 Hatzoref St., Holon

              	 
	 	
                Tel.
                  03-5576299; Fax. 03-5576249

              	 
	 	 	
                (hereinafter:
                  “the
                  Lessee”)

              


      

      


      
        	
                1.

              	
                Whereas,
                  as part of the Principal Agreement of Lease between the parties
                  dated
                  _________________ and the Addendum to the Agreement dated
                  _________________, the Company hereby leases to the Lessee parking
                  places
                  for exclusive use in the parking lot in the Building at 10 Ha'amal
                  St.,
                  Rosh Ha'ayin, (hereinafter: “the
                  Parking Lot”;
                  “the
                  Parking Places”)
                  as set out below: 24 places in the outside Parking Lot and a further
                  78
                  Parking Places in the underground Parking Lot. The Parking Places
                  are
                  delineated in green
                  on
                  the plan attached to this Agreement as Appendix A, and marked on
                  the
                  ground; and 

              


      

      


      
        	
                2.

              	
                Whereas,
                  the Lessee has requested from the Company to take a lease of a
                  further 44
                  Parking Places and the Company, being the proprietor of the rights
                  in
                  these further Parking Places and there being no impediment to grant
                  a
                  lease of the further Parking Places to the Lessee has agreed to
                  grant a
                  lease to the Lessee exclusively of the following additional Parking
                  Places: 20 Parking Places in the outside Parking Lot and 24 Parking
                  Places
                  in the covered Parking Lot (hereinafter: “the Parking
                  Places”).

              


      

      


      
        	
                3.

              	
                The
                  term of the lease of the Additional Parking Places is from 1/7/05
                  expiring
                  on 31/5/08, all subject to the prior exit dates mentioned in clause
                  2 of
                  the Addendum to the Agreement of lease numbered 10314300, that
                  was signed
                  between the parties on 17/06/04 (hereinafter: “the Principal Agreement of
                  Lease”). 

              


      

      


      
        	
                4.

              	
                It
                  is agreed by the parties that the Lessee will be entitled to use
                  each of
                  the Parking Places solely for the parking of one vehicle in one
                  Parking
                  Place. 

              


      

      
        	 	
                The
                  Lessee will not be entitled to use the Parking Place for any other
                  purpose
                  except for Parking only. 

              


      

      


      
        	
                5.

              	
                The
                  Lessee will pay the Company in advance, on the first day of every
                  three
                  months, the Principal Parking Rental for the Additional Parking
                  Places
                  (44) commencing from 1/7/2005, Linkage Differentials will be added
                  to the
                  Principal Parking Rental, as hereinafter defined:
                  

              


      

      


      CPI
        - means
        the Consumer Price Index, including fruits and vegetables published by the
        Central Bureau of Statistics. If the base CPI is replaced or the system of
        calculation and making thereof is replaced or if it is published by another
        body
        other than the above Bureau, the Company will make the calculation of the
        increase in the CPI for the purposes of this clause, having regard to such
        changes.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          2

        

      

       

      The
        Base CPI
        -
 the
        CPI
        published on 15/06/05.

       

      New
        CPI -
        means
        the last CPI published from time to time before the date fixed in this Agreement
        for the making of any of the payments which the Lessee has undertaken to
        pay as
        set out above.

      


      
        	 	
                Linkage
                  Differentials
                  -
                  means the difference between the New CPI and the Base CPI divided
                  by the
                  Base CPI, and multiplied by the Principal
                  Rent.

              


      

      


      
        	 	
                NIS.
                  33,348 commencing from 1/07/05 until
                  30/09/07.

              


      

      
        	 	
                NIS.
                  35,015 commencing from 1/10/07 until
                  30/09/09.

              


      

       

      
        	
                7.8

              	
                The
                  Lessee will not be entitled to grant a sub-lease of the Additional
                  Parking
                  Places (44) except to a subsidiary or integrated company of the
                  Lessee, on
                  condition that a Sub-lease Addendum will be signed between the
                  Company and
                  the Lessee whereby the integrated or subsidiary company will assume
                  all
                  the Lessee’s undertakings under this Agreement.


              


      

      


      In
        witness whereof the parties have set their hands:

      


      


      


      
        	 	
                __________________

              	
                _____________________

              
	 	
                The
                  Company

              	
                The
                  Lessee

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Addendum
        to the Agreement of Lease dated _________________ (hereinafter: “the Principal
        Agreement”)

      


      Between

      Mivneh
        Taasiya Ltd.

      (hereinafter:
        “the Company”)

      


      And

      Scopus
        Network Technologies Ltd.

      (hereinafter:
        “the
        Lessee”)

      


      
        	WHEREAS	
                An
                  Agreement of Lease was signed between the Lessor and the Lessee
                  in
                  relation to Building no. 137.2 in the Afek Park, Rosh Ha'ayin;
                  and
                  

              


      

      


      
        	WHEREAS	
                The
                  Lessee has given notice to the Lessor of its wish to increase the
                  area of
                  the Premises and take a lease of an additional area;
                  

              


      

      


      
        	WHEREAS	
                The
                  Lessor has acceded to its request.

              


      

       

      It
        is therefore stipulated, declared and agreed between the parties as
        follows:

      


      
        	
                1.

              	
                The
                  preamble to this Addendum constitutes an integral part of the Principal
                  Agreement, in the absence of any intention to the contrary.
                  

              


      

      


      
        	
                2.

              	
                Commencing
                  from 1/04/2005, an additional area of 141 sq.m. will be added to
                  the
                  Premises, and numbered 137.2.7 (hereinafter: “the Additional Premises”).
                  

              


      

      


      
        	
                3.

              	
                The
                  Term of the Lease of the Additional Premises will expire on
                  31/5/2008.

              


      

      


      
        	
                4.

              	
                It
                  is agreed between the parties that the Company will have the option
                  of
                  withdrawing the Agreement of Lease in respect of the Additional
                  Premises
                  on condition it gives the Lessee 30 days’ prior notice of its intention.
                  

              


      

      


      
        	
                5.

              	
                It
                  is agreed between the parties that payment of the rent in respect
                  of the
                  Additional Premises will commence on 1/7/2005, despite the fact
                  that the
                  Agreement commences from 1/4/2005.

              


      

      


      
        	
                6.

              	
                The
                  Principal Rent in respect of the Additional Premises (as defined
                  in
                  Appendix A to the Principal Agreement) will be as set out:
                  

              


      

      


      
        	 	
                NIS.
                  2,670 commencing from 15/05/05 until
                  31/05/07.

              


      

      
        	 	
                NIS.
                  2,805 commencing from 1/6/06 until
                  31/05/08.

              


      

      


      
        	
                7.

              	
                The
                  amounts mentioned in clause 5 of this Addendum above will be linked
                  to the
                  CPI as set out in clause 3(a) of the Principal Agreement, the Base
                  CPI
                  having been published on 15/3/04. 

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          2

        

      

      


      


      In
        witness whereof the parties have set their hands on
        22.3.05:

      


       

      
        	 	
                __________________

              	
                _____________________

              
	 	
                The
                  Company

              	
                The
                  Lessee

              
	 	 	 
	 	 	
                (signed)
                  Boaz Plezenstein

              
	 	 	
                Deputy
                  Vice-President for Human Resources

              
	 	 	
                Scopus

              
	 	 	
                Network
                  Technologies Ltd.