Unassociated Document


    LEASE
      CONTRACT

    (unprotected)

    


    Made
      and entered at Timorim on the 1st
      day of March, 2006

    


    
      	Between:	TIMORIM MOSHAV
              SHITUFI FOR
              AGRICULTURAL SETTLEMENT LTD.
              Cooperative
                Society 57-000698-1

              hereinafter
                referred to as: “the
                Moshav”
                or
                “the
                Lessor”

            
	 	 
	 	
               of
                the one
                part

            
	 	 
	
              And:

            	
               
                

            	 
COLUMBUS
              LTD.
              Pvte. Co. 513525246
	 	
              of
                Moshav Timorim

              hereinafter
                referred to as: “Lessee”

            
	 	 
	 	
               of
                the other
                part

            


    

     

    
      	
              WHEREAS

            	
              The
                Lessor owns rights to offices located in part of the third floor
                of a
                total area of about 120 sq.m. in a 3-story building located close
                to and
                north of the entry road to the Moshav which is known as Parcel __
                Block
                __, in accordance with a leasehold contract from the Israel Lands
                Administration (hereinafter: “the
                Leased Premises”);

            


    

    


    
      	 	
              A
                drawing - in which the area of the Leased Premises is marked - is
                attached
                to this Agreement as an integral part hereof;
                and

            


    

    


    
      	
              WHEREAS

            	
              The
                Lessee wishes to take the Leased Premises on hire from the Lessor,
                and the
                Lessor agrees to let the Leased Premises to the Lessee in accordance
                with
                the contents of this Agreement;

            


    

    


    
      	
              WHEREAS

            	
              The
                Lessee has not paid, is not paying and will not pay key money in
                any form
                in respect of the Leased Premises, and the Lessee declares that it
                is
                aware that the lease under this Agreement will not be protected pursuant
                to the tenants protection laws and the provisions of the Tenants
                Protection Law (Consolidated Version), 5732-1972 and any other law
                that
                may be legislated in the future with regard to the rights of protected
                tenants will not apply to the relationship between the parties;
                and

            


    

    


    
      	
              WHEREAS

            	
              The
                Lessee wishes to take the Leased Premises on hire for purposes of
                using
                same as offices for the conduct of its business, and the Lessor for
                its
                part agrees to let the Leased Premises to the Lessee for such purpose
                only
                with
                a view to receiving back possession of the Leased Premises at the
                end of
                the Lease Period; and

            


    

    


    
      	
              WHEREAS

            	
              The
                parties wish to regulate their mutual relationship in a written
                agreement

            


    

    


    Now
      therefore it is agreed, stipulated and agreed by the parties as
      follows:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              1.

            	
              Preamble,
                appendices and
                headings

            


    

    


    
      	 	
              1.1

            	
              The
                preamble to this Contract and the declarations of the parties contained
                therein constitute an integral part
                hereof.

            


    

    


    
      	 	
              1.2

            	
              The
                appendices attached to this Contract form an integral part
                hereof.

            


    

    


    
      	 	
              1.3

            	
              Headings
                to the clauses in this Contract have been inserted solely for the
                sake of
                convenience and shall not serve for the interpretation of the
                Contract.

            


    

    


    
      	
              2.

            	
              Definitions

            


    

    


    
      	 	
              “The
                Contract”

            	
              This
                Contract including all the appendices hereto

            
	 	 	 
	 	
              “The
                Leased Premises”

            	
              As
                defined in the preamble in this Contract 

            
	 	 	 
	 	
              “The
                Lease Period”

            	
              The
                period defined in Clause 4.1 of the Contract, and as may be extended
                in
                accordance with Clause 4.2 of the Contract, in the event that it
                is
                extended

            
	 	 	 
	 	
              “End
                of the Lease Period”

            	
              The
                date of termination of the lease period or any earlier date than
                the
                aforesaid date on which the lease will come to an end in accordance
                with
                the provisions of the Contract

            
	 	 	 
	 	
              “The
                Rentals”

            	
              The
                consideration for the lease of the Leased Premises as set forth in
                Clause
                7 of the Contract

            
	 	 	 
	 	
              “Purpose
                of the Lease”

            	
              The
                business activity and the objective as defined in Clause 5 of the
                Contract

            
	 	 	 
	 	
              “The
                known representative rate of the dollar”

            	
              The
                representative rate of the US dollar as published by the Bank of
                Israel on
                the date of actual effecting of the payment. If a representative
                rate is
                not published on the date of actual effecting of payment, then the
                first
                rate published after the date of actual effecting of payment, and
                under
                all circumstances not less than the representative rate of the dollar
                known at the time of signing of the Agreement 

            
	 	 	 


    

    
      	
              3.

            	
              The
                contractual arrangement


            


    

    


    
      	 	
              3.1

            	
              The
                Lessor lets the Leased Premises to the Lessee and the Lessee takes
                the
                Leased Premises on hire from the Lessor for the Lease Period in the
                condition of the Leased Premises as is, after adaptation works have been
                performed in the Leased Premises by the Lessor to the Lessee’s full
                satisfaction, all in accordance with and subject to what is set forth
                above and below in this Contract, and on the express condition that
                the
                provisions of this Contract shall be fulfilled and complied
                with.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              3.2

            	
              The
                Lessee declares that it has seen and carefully inspected the Leased
                Premises, and has examined every environmental or zoning aspect,
                and has
                found same to be suitable for its purposes, and it waives any allegation
                in regard to non-conformity connected with the Leased Premises and/or
                in
                connection with the possibility of making use
                thereof.

            


    

    


    
      	 	
              3.3

            	
              Notwithstanding
                anything else stated elsewhere, it is agreed and declared by the
                parties
                that the validity of this Contract is contingent upon the Israel
                Lands
                Administration extending the leasehold contract in respect of the
                Leased
                Premises for the Lessor from time to time, and also its giving its
                consent
                and approval to the letting of the Leased Premises by the Lessor
                to the
                Lessee.

            


    

    


    
      	 	
              3.4

            	
              If
                the right of leasehold to the Leased Premises is not extended by
                the
                Israel Lands Administration or if the Israel Lands Administration
                does not
                approve the lease which is the subject of this Agreement, this Contract
                will be terminated from such time onwards, and this will not be deemed
                to
                be a breach of the Contract or the non-fulfillment thereof by the
                Lessor.

            


    

    


    
      	
              4.

            	
              The
                Lease Period 

            


    

    


    
      	 	
              4.1

            	
              Subject
                to the contents of this Contract, it is hereby agreed that the Lease
                Period will be for a period of 12 months commencing on February 1,
                2006
                and until January 31, 2007.

            


    

    


    
      	 	
              4.2

            	
              It
                is agreed that if the Lessee abides by all the terms and conditions
                of
                this Contract, it will have an option to extend the Lease Period
                by an
                additional period of 4 years, one year at a time (hereinafter:
                “the
                Option Period”),
                on a basis that the total Lease Period commencing from the date of
                the
                commencement of the lease including the Option Period will be 60
                months,
                provided that notice of exercise of the option shall be delivered
                to the
                Lessor in writing not later than 90 days before the End of the Lease
                Period and/or each relevant year of
                lease.

            


    

    


    
      	 	
              4.3

            	
              If
                the Lessee exercises the right of option as referred to in sub-clause
                4.2
                above, all the provisions of this Contract shall apply, mutatis
                mutandis,
                also to the Option Period, and subject to changes in the Rentals
                as
                specified Clause 7 below.

            


    

    


    
      	
              5.

            	
              Purpose
                of the Lease

            


    

    


    
      	 	
              5.1

            	
              The
                Purpose of the Lease is for the Lessee’s offices, and for that purpose
                alone.

            


    

    


    
      	 	
              5.2

            	
              The
                Lessee undertakes not to make any other use of the Leased Premises
                apart
                from the use described above, even if this does not constitute any
                prejudice or hindrance to the
                Lessor.

            


    

    
    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.3

            	
              A
                breach of the contents of this clause constitutes a material breach
                of the
                Agreement.

            


    

    


    
      	
              6.

            	
              Non-applicability
                of tenants protection
                laws

            


    

    


    
      	 	
              6.1

            	
              The
                Lessee hereby declares, undertakes and confirms that it is aware
                that it
                has not been requested to pay and has not paid key money or payments
                likely to be construed as key money, and that all the works, alterations,
                improvements and betterments that have been made in the Leased Premises,
                if same have been made, are not and will not be fundamental changes,
                and
                that the provisions of Part C of the Tenants Protection Law [Consolidated
                Version], 5732-1972 (hereinafter: “the
                Law”),
                which relates to key money, will not apply to the Lessee, the Leased
                Premises and the Agreement.

            


    

    


    
      	 	
              6.2

            	
              The
                lease, the Lessee and the Leased Premises are not protected in accordance
                with the provisions of the Law nor in accordance with the provisions
                of
                any other law which protects the Lessee or a tenant in any manner,
                and the
                aforesaid laws and the regulations pursuant thereto shall not apply
                to the
                lease, the Lessee, the Leased Premises and the
                Contract.

            


    

    


    
      	 	
              6.3

            	
              At
                the time of vacation of the Leased Premises the Lessee will not be
                entitled to any payment whatsoever, either as key money or in any
                other
                manner.

            


    

    


    
      	
              7.

            	
              Rentals

            


    

    


    
      	 	
              7.1

            	
              The
                Lessee undertakes to pay the Lessor rentals as follows:
                

            


    

    


    
      	 	
              7.1.1

            	
              A
                one-time payment in a sum of NIS 50,000 (hereinafter: “the
                One-Time Payment”),
                which will be paid in successive monthly payments of NIS 835 for
                each
                monthly payment from February 1, 2006 and thereafter on the first
                day of
                each calendar month. Notwithstanding the foregoing it is hereby agreed
                that in the event that the Lease Period should end before January
                31,
                2011, whether by virtue of the fact that the Lessee has not exercised
                the
                option granted to it or for any other reason, the balance of the
                One-Time
                Payment at the date of termination of the Lease Period shall be paid
                by
                the Lessee in cash; and in
                addition,

            


    

     

    
      
        	 	
                7.1.2

              	
                Monthly
                  rentals in the Lease Period in an amount in shekels equivalent
                  to US $500
                  (five hundred US dollars) each month, according to the representative
                  rate
                  of the US dollar as is known at the time of actual effecting of
                  each
                  payment.

              


        	 	 	 


        	 	 	The Rentals in the first year of the Option Period,
                if
                the option is exercised (February 1, 2007 - January 31, 2008) will
                be an
                amount in shekels equivalent to US $525 (five hundred and twenty-five
                US
                dollars) each month.


      

       

    

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	 	The rentals in the second year of the Option Period,
              if
              the option is exercised (February 1, 2008 - January 31, 2009) will
              be an
              amount in shekels equivalent to US $550 (five hundred and fifty US
              dollars) each month.


      	 	 	 


      	 	 	The rentals in the third year of the Option Period,
              if
              the option is exercised (February 1, 2009 - January 31, 2010) will
              be an
              amount in shekels equivalent to US $575 (five hundred and seventy-five
              US
              dollars) each month.


      	 	 	 


      	 	 	The rentals in the fourth year of the Option Period,
              if
              the option is exercised (February 1, 2010 - January 31, 2011) will
              be an
              amount in shekels equivalent to US $600 (six hundred US dollars) each
              month.


      	 	 	 


      	 	
              7.1.3

            	
              Payment
                in an amount equivalent to US $525 (five hundred and twenty US dollar)
                [sic] each month, according to the representative rate of the US
                dollar as
                is known at the time of actual effecting of each payment, in respect
                of
                the Lessee’s contribution towards the Lessor’s expenses for cleaning of
                the stairwell and the toilets on each floor [and
                cleaning of the office -
                handwriting].

            


    

    


    
      	 	 	
              The
                above amounts will henceforth be referred to collectively as: “the
                Rentals”.

            


    

    


    
      	 	
              7.2

            	
              Value
                Added Tax on the Rentals as applies on the date of effecting of the
                payment, if any, will be added to the Rentals mentioned above, and
                will be
                paid by the Lessee together with the Rentals on due date and as an
                integral part thereof for all intents and
                purposes.

            


    

    


    
      	 	
              7.3

            	
              The
                Rentals will be paid for each quarter in advance on the following
                dates:
                February 1, May 1, August 1 and November
                1.

            


    

    


    
      	 	
              7.4

            	
              If
                the Lessee is late in any payment for which it is obliged pursuant
                to this
                Agreement, the Lessee shall pay the Lessor in respect of such payment
                and
                in addition thereto, in respect of the period from the agreed date
                of
                payment and until the actual payment thereof, interest at the rate
                of
                penalty interest prevailing on revolving credit accounts at Bank
                Leumi
                le-Israel B.M. for private customers, without this prejudicing any
                remedies available to the Lessor in respect of the breach of the
                Agreement. For these purposes a document from the bank regarding
                the rate
                of interest will constitute conclusive proof as to the rate
                thereof.

            


    

    


    
      	 	
              7.5

            	
              Without
                derogating from the contents of this Agreement, in respect of any
                arrears
                in the payment of Rentals which exceeds 7 (seven) days, the Lessor
                has the
                right to cancel this Contract forthwith and to evict the Lessee from
                the
                Leased Premises.

            


    

    


    
      	 	
              7.6

            	
              A
                breach of the contents of this clause constitutes a material breach
                of the
                Agreement.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              Other
                payments for which the Lessee will be
                liable

            


    

    


    
      	 	
              8.1

            	
              All
                the taxes and/or payments that will be due to the local and/or the
                regional authority and/or to the government and/or to any other body
                in
                respect of and/or in connection with the Leased Premises and/or the
                use
                thereof, including business tax, signboard tax, fees and licenses,
                shall
                be borne and paid by the Lessee.

            


    

    


    
      	 	
              8.2

            	
              Without
                derogating from the generality of the foregoing, the Lessee shall
                bear the
                municipal rates taxes, as well as the expenses and payments in respect
                of
                the supply of electricity and water to the Leased
                Premises.

            


    

    


    
      	
              9.

            	
              Prohibition
                on assignment of the Lessee’s
                rights

            


    

    


    The
      Lessee hereby undertakes not to assign its rights pursuant to the Contract
      or
      portion thereof, to part or to other, in any manner and not to make over or
      transfer the Leased Premises or any portion thereof to another or to others,
      in
      any manner, and not to let the Leased Premises or any portion thereof by way
      of
      a sub-lease, and not to allow the use of the Leased Premises or any portion
      thereof for any period and in any manner, to another or to others, and not
      to
      make another or others party to the possession of the Leased Premises, or any
      portion thereof, whether defined or undefined possession, and not to grant
      another person a right in the Leased Premises as a licensee, whether for
      consideration or otherwise.

    


    The
      transfer of shares in the Lessee's corporation shall be tantamount to an
      assignment of rights which requires the Lessee’s consent.

    


    
      	
              10.

            	
              Maintenance
                of the Leased Premises and alterations and
                additions

            


    

    


    
      	 	
              10.1

            	
              The
                Lessee declares and confirms that the Leased Premises including all
                the
                installations therein were delivered to it in their condition as
                at
                today’s date to its satisfaction.

            


    

    


    
      	 	
              10.2

            	
              The
                Lessee undertakes to use the Leased Premises carefully, reasonably
                and
                fairly - in the way a person uses his own property - and to look
                after the
                Leased Premises in first-class fashion and to attend to the customary
                treatment therein.

            


    

    


    
      	 	
              10.3

            	
              The
                Lessee undertakes immediately and at its expense to repair any fault,
                defect or damage that may be caused to the Leased Premises and/or
                to the
                installations therein, if same should occur, during the Lease Period,
                save
                for reasonable wear and tear.

            


    

    


    
      	 	
              10.4

            	
              The
                Lessor will be entitled to claim from the Lessee the price of the
                repairs
                or the estimated expenses for the repair according to a price quotation
                of
                a tradesman of the Lessor’s choice, even if the Lessor does not actually
                repair the damage.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              10.5

            	
              The
                Lessee undertakes not to make any internal and/or external alteration
                to
                the Leased Premises and not to add any addition and not to demolish
                any
                part of the Leased Premises and/or any of the installations therein,
                without obtaining the Lessor’s prior written consent. A breach of this
                clause by the Lessee will entitle the Lessor, in addition to any
                relief
                conferred on it according to law, to the right to cancel the Contract,
                and
                in such event the Lessor's entitlement, if it opts for such right,
                that
                all the additions, repairs and alterations that were performed in
                breach
                of the Contract shall belong to it without there being any obligation
                on
                the Lessor to pay for them.

            


    

    


    
      	 	
              10.6

            	
              At
                the End of the Lease Period the Lessee undertakes to return the Leased
                Premises to the Lessor, in the condition in which they were at the
                time of
                signing of this Agreement, save for reasonable wear and tear. In
                the
                alternative, at the election of the Lessor, the additions, improvements
                and alterations as referred to in sub-clause (a) above, or portion
                thereof, shall remain in place, and shall pass into the possession
                and
                ownership of the Lessor, and the Lessee will not be able to demand
                and/or
                to receive compensation or payment for
                them.

            


    

    


    
      	 	
              10.7

            	
              The
                Lessor and/or its representative will be entitled to enter the Leased
                Premises at any reasonable time, after prior arrangement with the
                Lessee,
                in order to examine the state of the Leased
                Premises.

            


    

    


    
      	 	
              10.8

            	
              The
                Lessee undertakes to be meticulous about the cleanliness of the surrounds
                of the Leased Premises and to conduct its business solely within
                the
                confines of the Leased Premises, and not to cause any nuisance or
                unpleasantness to its neighbors or to other persons in the proximity
                of
                the Leased Premises.

            


    

    


    
      	 	
              10.9

            	
              The
                Lessee undertakes to fulfil and perform any provision of a law,
                regulation, order or bylaw in connection with a lessee in the Leased
                Premises or the occupation or use thereof, and not to perform and
                not to
                allow to be performed in the Leased Premises or in connection therewith
                anything likely to constitute an eyesore or nuisance or to cause
                damage or
                inconvenience to other persons in the proximity of the Leased
                Premises.

            


    

    


    
      	
              11.

            	
              Licensing
                and licenses

            


    

    


    
      	 	
              11.1

            	
              The
                Lessee will be responsible for obtaining all the licenses and permits
                from
                the competent authorities that are required for purposes of conducting
                its
                business in the Leased Premises. The failure to obtain the aforesaid
                licenses, or some of them, by the Lessee will not constitute justification
                or ground for a breach of this Contract by the
                Lessee.

            


    

    


    
      	 	
              11.2

            	
              All
                the expenses connected with obtaining the licenses and/or the permits
                for
                use of the Leased Premises, including any payment that may be imposed
                by
                the local authority and/or the Israel Lands Administration in respect
                of
                exceptional use of the Leased Premises, shall be borne by the Lessee
                alone, including the expenses for adapting the Leased Premises to
                the
                requirements for the licenses and the permits. The Lessee alone shall
                bear
                responsibility in respect of a violation of the conditions of the
                aforesaid licenses and/or permits and/or in respect of the non-renewal
                thereof.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              11.3

            	
              The
                Lessee declares that it is conversant with its business and the conditions
                for the licensing thereof, and that prior to it signing this Contract
                it
                was given the opportunity of examining and that it actually examined
                the
                suitability of the Leased Premises to the purposes of the lease and
                the
                possibility of obtaining the necessary licenses for operating the
                Purpose
                of the Lease in the Leased Premises as it stands, and that it found
                the
                zoning of the Leased Premises suitable for the Purpose of the
                Lease.

            


    

    


    
      	 	
              11.4

            	
              In
                connection with the use of the Leased Premises the Lessee undertakes
                to
                adhere to all the provisions of the law, bylaws, regulations, custom
                and
                the usual directives, and to avoid any nuisance according to
                law.

            


    

    


    
      	 	
              11.5

            	
              The
                Lessee hereby declares that the use it makes of the Leased Premises
                has
                nothing inherent in it likely to cause environmental
                damage.

            


    

    


    
      	
              12.

            	
              The
                Lessee’s responsibility


            


    

    


    The
      Lessee will be responsible for all damage of whatsoever nature that may be
      caused to the Leased Premises and/or to the Lessor and/or to a third party
      which
      is caused in connection with the Leased Premises and/or the use thereof,
      including damage arising from acts and/or omissions of the Lessee, including
      acts and/or omissions of its employees, invitees, customers and persons acting
      on its behalf and/or as a consequence of the conduct of its business in the
      Leased Premises.

    


    The
      Lessee undertakes to hold the Lessor harmless and to indemnify the Lessor in
      respect of any such damage, including any expense that may be incurred in
      connection therewith.

    


    
      	
              13.

            	
              Insurance
                

            


    

    


    
      	 	
              13.1

            	
              Without
                derogating from the Lessee’s responsibility as set forth in Clause 12
                above, the Lessee undertakes that at its expense it will insure the
                Leased
                Premises according to the real-term value thereof as determined by
                the
                Lessor, as well as the contents of the Leased Premises and the Lessee’s
                business and activity, against all risks with an authorized insurance
                company.

            


    

    


    
      	 	
              13.2

            	
              Without
                prejudice to the generality of the foregoing, the Lessee undertakes
                to
                insure the contents of the Leased Premises against risks of fire,
                burglary, theft, forceful entry or ordinary loss, plate-glass breakage,
                flood, mechanical breakdown and water damage of any sort, all at
                re-instatement values.

            


    

    


    
      	 	
              13.3

            	
              The
                Lessee further undertakes that at its expense it will insure against
                a
                third party in respect of bodily damage and property damage in amounts
                that are acceptable to the Lessor.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              13.4

            	
              The
                Lessor will be an additional insured under the aforesaid policies
                in a
                manner that the insurance company shall have no claim against the
                Lessor
                and/or against any of the members of the Lessor, and in the insurance
                policy in respect of the building, the Lessor will be the sole
                beneficiary.

            


    

    


    
      	 	
              13.5

            	
              The
                Lessee shall exhibit to the Lessor, on the Lessor’s demand, all the
                insurance policies that have been issued to it in accordance with
                Clauses
                13.1 and 13.2 above and shall exhibit to the Lessor, regularly, any
                new
                policy that may be issued to it and any amendment to the
                policy.

            


    

    


    
      	 	
              13.6

            	
              The
                Lessee undertakes to comply with all the conditions of the policies
                mentioned above in this clause, to make payment on due date of the
                policy
                fees, and to see to it that the policies are renewed and are in full
                force
                throughout the entire Lease Period.

            


    

    


    
      	
              14.

            	
              Vacation
                of the Leased Premises


            


    

    


    
      	 	
              14.1

            	
              At
                the End of the Lease Period and upon the cancellation of this Contract
                by
                the Lessor for any reason, the Lessee undertakes to vacate the Leased
                Premises and to deliver possession thereof to the Lessor where the
                Leased
                Premises are in the same good order and condition in which it received
                same, fair wear and tear resulting from normal use excepted, and
                where the
                Leased Premises are clean and tidy.

            


    

    


    
      	 	
              14.2

            	
              If
                the Lessor should demand the dismantling of any addition and/or
                installation which have been installed in the Leased Premises and
                which
                are capable of being dismantled, the Lessee undertakes that at its
                expense
                it will dismantle the installation and remove such addition or
                installation from the Leased Premises up to the time of vacation
                of the
                Leased Premises.

            


    

    


    
      	 	
              14.3

            	
              If
                the Lessee fails to vacate the Leased Premises at the time stated
                in
                Clause 14.1 above, then in addition to the Lessor’s right to sue for
                vacation of the Leased Premises, and in addition to any other right
                the
                Lessor may have in accordance with this Contract and/or according
                to law,
                the Lessee shall pay the Lessor agreed pre-estimated liquidated damages
                in
                an amount equivalent to $5,000, and in addition a sum of $60 per
                day in
                respect of each day of default in vacating the Leased
                Premises.

            


    

    


    
      	 	
              14.4

            	
              If
                the Lessee has failed to vacate the Leased Premises at the time mentioned
                in Clause 14.1 above, the Lessor will be entitled to sue the Lessee
                for
                all the amounts, taxes, payments, obligations, rentals, expenses
                for
                repairs, damages, agreed compensation, losses and any other payments,
                without exception, as set forth in the Contract in respect of the
                period
                commencing from the date on which the Lessee was supposed to vacate
                the
                Leased Premises, as if the Lease Period had continued, without this
                prejudicing the Lessee’s obligation to vacate the Leased Premises, and
                without prejudice to any other remedy available to the Lessor in
                accordance with this Contract and/or according to
                law.

            


    

    


    
      	
              15.

            	
              Collateral
                security and
                guarantees

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              15.1

            	
              As
                security for payment of the Rentals and payment of any other amount
                the
                Lessee may be obliged to pay, and as security for vacation of the
                Leased
                Premises by the Lessee and return of possession of the Leased Premises
                to
                the Lessor in accordance with the provisions of this Contract, and
                as
                security for all the Lessee’s remaining obligations under this Contract,
                the Lessee shall lodge with the Lessor, at the time of signing the
                Contract, the following collateral security and
                guarantees:

            


    

    


    
      	 	
              15.1.1

            	
              The
                signature of ____________ and ____________ to a deed of personal
                guarantee
                which is on the last page of this
                Contract.

            


    

    


    
      	 	
              15.1.2

            	
              A
                promissory note in a sum of NIS 100,000 (one hundred thousand new
                shekels)
                with a personal guarantee of ____________ and ____________. The promissory
                note will be linked to the representative rate of the dollar, for
                payment
                on demand, without an indication on the face of the note of a due
                date for
                payment thereof and without the Lessor being obliged first to demand
                payment from the party for whom the guarantee is
                given.

            


    

    


    
      	 	
              15.1.3

            	
              A
                bank guarantee in an amount of NIS
                ____________.

            


    

    


    
      	 	
              15.2

            	
              Failure
                to deliver all the guarantees and the collateral security will be
                deemed
                to be a material breach of the Contract, and the Lessor will be entitled,
                without prejudice to its other rights, to cancel the Contract or
                to delay
                delivery of possession of the Leased Premises to the
                Lessee.

            


    

    


    
      	
              16.

            	
              Seizing
                of occupation by the Lessor


            


    

    


    
      	 	
              16.1

            	
              Without
                derogating from and/or without prejudice to the Lessor’s rights in
                accordance with this Agreement, in addition to any other remedy and
                relief
                available to the Lessor pursuant to this Agreement and/or according
                to
                law, the Lessor will be entitled (in the case of non-vacation of
                the
                Leased Premises by the Lessee at the End of the Lease Period or the
                cancellation thereof or in any other case in which the Lessee is
                obliged
                to vacate the Leased Premises), to enter the Leased Premises by means
                of
                the key in the Lessor’s possession or in any other manner it sees fit, and
                to take all the steps for purposes of evicting the Lessee from the
                Leased
                Premises, and it will be entitled to store any articles forming part
                of
                the Lessee’s articles and possessions that are found in the Leased
                Premises at any place the Lessor may deem fit and at the expense
                of the
                Lessee, on a basis that the Lessor shall for all intents and purposes
                be
                deemed to be a bailee free of
                charge.

            


    

    


    
      	 	
              16.2

            	
              The
                Lessee hereby declares that it waives an allegation of any sort with
                regard to seizure of occupation as aforesaid and that it empowers
                the
                Lessor by way of an irrevocable power of attorney to act in the Lessee’s
                name and stead for all intents and purposes connected with performing
                the
                fulfillment of its obligations under this Agreement, including performing
                the vacation of the Leased Premises and obtaining possession in any
                manner
                and way it may see fit.

            


    

    
    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              16.3

            	
              After
                the date that has been fixed or will be fixed for vacation (whether
                at the
                End of the Lease Period or at any other time), the Lessee will for
                all
                intents and purposes be deemed to be an unlawful occupier of the
                Leased
                Premises.

            


    

    


    
      	
              17.

            	
              Breaches
                and remedies

            


    

    


    
      	 	
              17.1

            	
              The
                provisions of the Contracts Law (Remedies for Breach of Contract),
                5731-1970, shall apply to the parties and to the
                Contract.

            


    

    


    
      	 	
              17.2

            	
              If
                the Lessor has paid any payment the obligation for payment of which
                is
                imposed on the Lessee by virtue of the provisions of any law or by
                virtue
                of the provisions of the Contract, the Lessee will be obliged to
                refund to
                the Lessor the amount that was paid together with linkage differentials
                to
                the index, and together with penalty interest as specified in Clause
                17.3
                below. If the Lessor has made payment in respect of the Lessee’s default
                of a penalty for arrears or interest to a third party, the interest
                and
                the penalty will be deemed to be part of the
                debt.

            


    

    


    
      	 	
              17.3

            	
              If
                the Lessee defaults in any payment it is obliged to pay the Lessor
                in
                accordance with this Contract, the Lessee shall pay the Lessor penalty
                interest on the amount in default at the rate prevailing from time
                to time
                at Bank Leumi le-Israel B.M. on unauthorized excesses in revolving
                current
                credit accounts. The interest will be calculated from the day on
                which the
                Lessee was obliged to pay the amount that is in arrears and up to
                the date
                of actual payment.

            


    

    


    
      	 	
              17.4

            	
              In
                the event that the Lessee commits a breach of the Contract in its
                entirety
                or any of the clauses hereof and fails to rectify the breach within
                7 days
                after being called upon in writing to do so, and in every case in
                which
                the Lessee has not made payment on due date of the Rentals and/or
                any
                moneys and/or expenses and/or taxes and/or amounts and/or other payments
                that are due from it pursuant to this Contract, and in each of the
                cases
                mentioned in Clause 17.5 or Clause 17.6 below, the Lessor may, without
                prejudice to any other rights conferred on it according to law and/or
                in
                accordance with this Contract, cancel the Contract at such time as
                the
                Lessor shall specify.

            


    

    


    
      	 	
              17.5

            	
              In
                each of the following cases the Lessor will be entitled, without
                prejudice
                to its remaining rights under this Contract, to enter the Leased
                Premises,
                with or without the Lessee’s consent, in the course of opening of locks
                and replacing them with others and in the course of using a reasonable
                degree of force and obtaining possession of the Leased Premises
                unconditionally:

            


    

    


    
      	 	
              17.5.1

            	
              If
                the Lessee is in default for more than 14 days in the payment of
                Rentals,
                and/or

            


    

    


    
      	 	
              17.5.2

            	
              If
                a provisional and/or permanent receivership order is granted in respect
                of
                the Lessee’s property and is not set aside within 30 days from the date it
                was granted, and/or 

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              17.5.3

            	
              If
                a receivership order or a bankruptcy order or a liquidation order,
                as the
                case may be, is granted and is not set aside within 30 days from
                the date
                on which it was granted, and/or

            


    

    


    
      	 	
              17.5.4

            	
              If
                execution office proceedings are commenced against the Lessee and/or
                against the guarantor under the promissory note and/or the Contract
                which
                in the opinion of the Lessor is likely to affect the fulfillment
                of the
                Lessee’s obligations in accordance with this Contract, in whole or in
                part, and such proceedings are not cancelled or set aside within
                30
                days.

            


    

    


    
      	 	
              17.6

            	
              Each
                of the conditions set forth in Clauses: 5, 7, 8, 9, 10, 11, 12, 13,
                14 and
                15 is hereby delineated by the parties as being a basic and fundamental
                term and condition going to the root of this Agreement, the breach
                of
                which shall constitute a material breach of the
                Agreement.

            


    

    


    
      	 	
              17.7

            	
              If
                a receivership order, or a bankruptcy order, or a liquidation order
                is
                granted against any of the guarantors for the Contract and the promissory
                note, the Lessee undertakes that it will immediately substitute the
                guarantor with a new guarantor to the satisfaction of the
                Lessor.

            


    

    


    
      	
              18.

            	
              Successors
                of the Lessor  

            


    

    


    The
      Lessor is entitled to transfer its rights under this Agreement or any portion
      thereof to another, subject to the condition that the Lessee’s rights pursuant
      to this Agreement shall not be prejudiced and all the Lessee’s obligations to
      the Lessor will continue to apply vis-à-vis
      any
      successor to the Lessor.

    


    19. General

    


    
      	 	
              19.1

            	
              It
                is agreed that the Lessee will not have any right to set-off or deduct
                any
                amount or payment from payments of the Rentals and/or from any other
                payment to which the Lessor is
                entitled.

            


    

    


    
      	 	
              19.2

            	
              The
                costs of stamping the Contract shall be paid by the
                Lessee.

            


    

    


    
      	 	
              19.3

            	
              Any
                alteration or amendment to the Contract or any of the conditions
                hereof
                will only be valid if drawn up in writing and signed by the
                parties.

            


    

    


    
      	 	
              19.4

            	
              All
                the payments the Lessee is obliged to pay to the Lessor shall be
                paid to
                it at such address as the Lessor shall
                direct.

            


    

    


    
      	 	
              19.5

            	
              No
                waiver, indulgence or failure to take action on due date or the grant
                of
                an extension of time shall be deemed to be a waiver by the Lessor
                of any
                of its rights under the Contract and shall not serve as estoppel
                to any
                claim by the Lessor, unless such waiver was made expressly and in
                writing.
                

            


    

    


    
      	 	
              19.6

            	
              The
                Lessor will be entitled at any time to transfer and/or assign its
                rights
                in the Leased Premises and/or in accordance with this Contract to
                any
                third party as it sees fit and/or to encumber its rights under this
                Contract, in whole or in part, under such conditions as it may deem
                fit,
                provided that the Lessee’s rights under this Contract shall not be
                prejudiced or adversely affected.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              19.7

            	
              It
                is hereby agreed that sole jurisdiction on any matter connected with
                this
                Agreement shall be accorded to the competent courts in Tel Aviv-Jaffa
                only.

            


    

    


    
      	 	
              19.8

            	
              Notices
                in writing in connection with this Contract shall be delivered by
                hand or
                shall be sent by registered mail according to the addresses of the
                parties
                as set forth at the head of the Contract or shall be delivered by
                hand.

            


    

    


    
      	 	
              19.9

            	
              Any
                notice sent as aforesaid shall be deemed to have been received by
                the
                addressee within 3 business days from the time of its posting, and
                in the
                case of delivery by hand at the time of its
                delivery.

            


    

    


    In
      Witness Whereof the Parties have Hereunto Signed:

     

    
      	
              (
                -
                )

            	 	
              (
                -
                )

            
	
              Timorim

            	 	
              Columbus
                Geographic Systems Ltd. 

            
	
              Moshav
                Shitufi for Agricultural Settlement Ltd. 

              Mobile
                Post Shikumim 79860

            	 	
              Pvte
                Co. 513525246

            
	
              The
                Lessor

            	 	
              The
                Lessee 

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    DEED
      OF GUARANTEE 

    


    We
      the
      undersigned hereby declare, confirm and undertake to Timorim Moshav Shitufi
      for
      Agricultural Settlement Ltd. (hereinafter: “the
      Moshav”)
      as
      follows: 

    


    
      	
              1.

            	
              We
                have read and examined the Contract between the Moshav and Columbus
                (hereinafter:
                “the
                Lessor”),
                a copy of which is attached hereto (hereinafter: “the
                Contract”),
                and we hereby confirm our consent to the arrangement which is the
                subject
                of the Contract and to the conditions
                thereof.

            


    

    


    
      	
              2.

            	
              We
                hereby give an absolute and irrevocable guarantee for the fulfillment
                of
                all the Lessor’s obligations under the Contract in full and on due
                date.

            


    

    


    
      	
              3.

            	
              We
                hereby absolutely and irrevocably waive the right to a prior demand
                pursuant to Section 8 of the Guarantee Law, 5727-1967 (hereinafter:
                “the
                Guarantee Law”),
                and any other right pursuant to Sections 5, 6 and 7 of the Guarantee
                Law,
                and any other allegation of whatsoever nature, including, and without
                derogating from the generality of the foregoing, a plea of set-off,
                which
                could have been available to another or to others against
                them.

            


    

    


    
      	
              4.

            	
              These
                undertakings of ours shall remain in force and shall be binding on
                us even
                if for any reason this deed of guarantee is not signed by additional
                guarantors, and/or if it transpires that the security note for securing
                the Agreement was not signed or was not
                realized.

            


    

    


    
      	
              5.

            	
              A
                delay or abstention on the part of the Lessor from realizing or enforcing
                any of its rights under the Contract and/or according to this Guarantee
                and/or according to the aforesaid security note, shall not be construed
                as
                a waiver or as a bar to exercising its rights in the future and it
                will be
                entitled to exercise its rights, in whole or in part, at any time
                it sees
                fit.

            


    

    


    
      	
              6.

            	
              This
                guarantee will remain in force also in the additional lease periods
                if
                extended by the parties.

            


    

    


    
      	
              7.

            	
              The
                addresses of the undersigned are as appear alongside the signature
                of each
                of us, as the case may be, and any notice that is sent according
                to the
                aforesaid addresses by registered mail will be deemed to have reached
                its
                destination 72 hours from the time it was delivered for posting,
                and if
                delivered by hand or by way of telex or facsimile - at the time of
                this
                delivery.

            


    

    


    In
      Witness Whereof I have Hereunto Signed on this Day ____________


    


    
      	
              Signature
                of guarantor

            	 	
              Name
                and address of guarantor

            
	 	 	 
	
              1.
                ( - )

            	 	
              Zvika
                Friedman, I.D. 57156077

            
	 	 	
              of
                Moshav Shafir 52

            
	
              Signature
                of guarantor

            	 	
              Name
                and address of guarantor

            
	
              2.
                __________________

            	 	
              ____________
                , I.D. ____________ 

            
	 	 	
              of
                ___________________ 

            
	 	 	 


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    PROMISSORY
      NOTE 

    Not
      Negotiable

    


    Made
      at Tel Aviv on ____________ 

    


    We
      the
      undersigned undertake to pay Timorim Moshav Shitufi for Agricultural Settlement
      Ltd. only

    A
      sum of
NIS
      100,000 (one hundred thousand new shekels)

    


    Place
      of
      payment: ___________________ 

    


    Date
      of
      payment: On the ___ day of ____________ in the year ______ 

    


    The
      amount of this note is linked to the index in accordance with the following
      conditions of linkage:

    


    “The
      index”
      in this
      note means - the Consumer Price Index published by the Central Bureau of
      Statistics.

    


    “The
      basic index”
      in this
      note means - the index which is known at the time of signing of this
      note.

    


    “The
      determining index”
      in this
      note means - the index that is known on the date of payment of this
      note.

    


    If
      at the
      time at which the payment of this note falls, the determining index is higher
      than the basic index, I will pay the amount of this note where same is increased
      proportionately according to the percentage rise of the determining index as
      against the basic index, but if the determining index is equal to or lower
      than
      the basic index, I will pay this note in its nominal amount.

    


    The
      holder of this note is exempt from all the obligations imposed on the holder
      of
      a note, including presentation for payment, protest, notice of
      dishonor.

    


    


    
      	
              Signature
                of maker of the note

            	 	
              Particulars
                of maker of the note

            
	
              1.
                ___________________ 

            	 	
              1.
                ___________________ 

            
	
              2.
                ___________________ 

            	 	
              2.
                ___________________ 

            
	 	 	 


    

     

    Aval
      Guarantee 

    


    We
      the
      undersigned hereby give an aval guarantee for payment of the note by the maker
      of this note

    


    
      	
              Signature
                of guarantors

            	 	
              Names
                and addresses of guarantors

            
	
              1.
                ___________________ 

            	 	
              1.
                ___________________ 

            
	
              2.
                ___________________ 

            	 	
              2.
                ___________________ 

            


    

    


    (6213)

     

    
      
        
        

      

      
        15