Exhibit
      4.(c)10

    


    Consultancy
      Agreement, 

    as
      of
      September 1, 2006,

    between
      

    ECI
      Telecom Ltd. 

    and
      

    Niel
      Ransom

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    CONSULTANCY
      AGREEMENT

    ___________________

    


    AGREEMENT

     

    Made
      as
      of the first day of September, 2006

    


    By
      and
      between

     

    ECI
      Telecom Ltd. with offices at 30, Hasivim Street, Petach Tikva, Israel


    (“ECI”)

     

    and

     

    Niel
      Ransom, Ransomshire Assoc., Inc., 400 Wellspring Farms Lane, Rolesville, NC
      27571, USA (“Consultant”)

    


    Declarations

     

    	1.  	
            ECI
              requires certain consulting services.

          


    


    	2.  	
            Consultant
              is willing and able to provide such
              services.

          


     

    The
      parties agree as follows:

     

    1.
      Services

     

    	a.  	
            Consultant
              will provide ECI with consulting services regarding its strategy and
              business development, as well as such other services as ECI may reasonably
              request from time to time (hereinafter the “Services”). Consultant will
              dedicate at least 2 days per month to the performance of the
              Services.

          


     

    	b.  	
            Consultant
              will report to ECI with respect to Services rendered, including the
              hours
              devoted and activities undertaken in connection therewith, in such
              form
              and at such intervals as ECI may reasonably
              require.

          


     

    	c.  	
            In
              carrying out the Services, Consultant will not have, and will not purport
              to have, the authority to make any undertaking on behalf ECI or to
              bind it
              in any way.

          


     

    	2.
              	
            Remuneration/Expenses

          


     

    	a.  	
            As
              consideration for the Services, ECI will pay Consultant a monthly fee
              of $
              4,000 (four thousand dollars).

          


     

    	b.  	
            ECI
              will reimburse Consultant for reasonable travel and other expenses
              incurred by him in rendering the Services, in accordance with ECI’s
              policies in effect from time to time. 

          


     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    	3.
              	
            Term/Termination

          


    
       

      	a.  	
              This
                agreement shall enter into effect as of the date first written above
                and
                remain in effect until 31 August 2007; provided however that it may
                be
                terminated by either party upon 60 days written
                notice.

            


       

      	b.  	
              This
                agreement may be terminated by either party with immediate effect,
                if the
                other party, having committed a material breach hereof, shall fail
                to
                correct the same within fifteen days of written notice
                thereof.

            


       

    

    
      4.
      Intellectual Property

     

    The
      Consultant acknowledges that any reports, analyses or results obtained in
      connection with the Services and all rights to intellectual property in
      connection therewith are ECI’s exclusive property.

     

    	5.
              	
            Confidentiality

          


     

    Consultant
      undertakes that as long as this agreement is in force and indefinitely
      thereafter, he will not reveal to any person or entity, any confidential
      information pertaining to ECI, its business, customers, suppliers, financial
      condition or business plans. Furthermore, the Consultant agrees not to use
      such
      confidential information for any purpose other than the performance of his
      obligations hereunder.

     

    Upon
      termination of this agreement, for whatever reason, the Consultant undertakes
      to
      deliver to ECI all documents and confidential information in his possession
      relating to ECI.

     

    6.
      Non-Competition

     

    Consultant
      undertakes that during the term of this agreement he will not directly or
      indirectly provide services of any kind to any person or entity in competition
      with the business conducted by ECI.

     

    7.
      No Assignment

     

    This
      agreement is personal to Consultant. He may not assign any of his rights or
      obligations without the prior written consent of ECI.

     

    8.
      No Waiver

     

    No
      waiver
      (whether expressed or implied) of any of the provisions of this Agreement or
      any
      default in performing any of these provisions shall constitute a continuing
      waiver and no waiver shall prevent any party from acting upon any subsequent
      breach of or default by any other party under any of the provisions of this
      Agreement.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    


     

    9.
      No Employment Relationship

     

    Nothing
      contained herein shall be deemed to create an employer/employee relationship.
      Consultant is an independent consultant, acting for his own account. Without
      affecting the generality of the following, Consultant shall pay any tax or
      other
      obligatory charge related to his rendering of the Services.

     

    10.
      Sole Agreement

     

    This
      Agreement constitutes the entire understanding between the parties with respect
      to the subject matter hereof. Any prior understanding, undertakings or
      representations, written or oral, shall be of no force or effect. This Agreement
      may be amended only by a document signed by the parties hereto.

     

    11.
      Governing Law

     

    This
      Agreement shall be governed by the laws of North Carolina. Without affecting
      the
      generality of the foregoing, this Agreement is subject to approval by such
      corporate organs as is required by the Israel Companies Law.

     

    This
      Agreement done in two originals, each party acknowledging receipt of
      one.

    


    
      	 	 	 	 
	 /s/
              ECI
              Telecom Ltd. by Rafi Maor	 	 	/s/
              Niel
              Ransom
	
              
ECI
              Telecom Ltd.	 	 	
              
Niel
              Ransom




    


    
      
         

      

      
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