Exhibit
      4.(c)9

    


    Form
      of Consultancy Agreement, 

    as
      of
      January 1, 2006,

    between
      

    ECI
      Telecom Ltd. 

    and
      

    DAI
      Management Consulting and Investment in High Tech Ltd,

    relating
      to the services of Doron Inbar

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AGREEMENT

    


    THIS
      AGREEMENT (this “Agreement”), is entered into as of 1 January 2006, by and
      between ECI Telecom Ltd., an Israeli company (the “Company”), and DAI Management
      Consulting and Investment in High Tech Ltd., with its registered office at
      24
      Nachson Street, Ramat Hasharon, (“Consultant”).

    


    The
      parties have agreed the following:

    


    
      	
              1.

            	
              Services

            


    

     

    
      	 	
              1.1.

            	
              Consultant
                shall make available the services of Doron Inbar (“Inbar”). Inbar shall
                have the duties and responsibilities customarily performed by a member
                of
                the Board of Directors (the “Board”) and by the chairman of the Strategy
                Committee of the Board. 

            


    

     

    
      	 	
              1.2.

            	
              In
                addition, Consultant shall provide ongoing and comprehensive consulting
                services regarding the Company’s affairs and promotion of the Company’s
                business, including, but not limited to, liaison with the Chairman
                of the
                Board and the CEO on the Company’s M&A activities and business
                strategy and assisting the CEO, as the latter may reasonably request.
                

            


    

     

    
      	 	
              1.3.

            	
              The
                services set out in sections 1.1 and 1.2 above shall hereinafter
                be
                referred to as the “Services”. The Services shall be performed exclusively
                by Inbar. Inbar shall devote an average of two days per week to the
                performance of the Services. 

            


    

     

    
      	
              2.

            	
              Remuneration

            


    

     

    
      	 	
              2.1.

            	
              In
                consideration for rendering the Services, the Company shall pay Consultant
                $2,500 per day (the “Fee”).

            


    

     

    
      	 	
              2.2.

            	
              In
                addition to the Fee, if the Company’s CEO shall be entitled to a bonus
                with respect to M&A activities during the term of this Agreement,
                Consultant shall receive a one-time payment in the amount of that
                bonus.

            


    

     

    
      	 	
              2.3.

            	
              Inbar
                shall submit an invoice to the Company for the Fee on the first business
                day of each quarter. The Company shall pay the invoice no later than
                15
                (fifteen) days following the receipt of the
                invoice.

            


    

     

    
      	 	
              2.4.

            	
              The
                Company will arrange “Directors and Officers” insurance coverage for Inbar
                with respect to risks inherent in carrying out the Services. The
                Company
                will undertake to indemnify Inbar to the same extent it indemnifies
                the
                Company’s other directors and its
                officers.

            


    

     

    
      	
              3.

            	
              Term
                of the Agreement

            


    

     

    
      	 	
              3.1.

            	
              The
                term of this Agreement shall commence on 1 January 2006, and, subject
                to
                the provisions below, shall remain in effect for an indefinite
                period.

            


    

     

    
      	 	
              3.2.

            	
              Each
                party shall have the right to terminate this Agreement, upon ninety
                (90)
                days’ prior written notice.

            


    

     

    
      	 	
              3.3.

            	
              The
                Company may terminate this Agreement immediately upon written notice
                if
                Inbar is unable to provide the Services, for any reason whatsoever,
                for a
                period exceeding sixty (60) consecutive days, including Inbar’s disability
                or death.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	 	
              3.4.

            	
              In
                addition, the Company will be entitled to terminate this Agreement
                immediately upon written notice in any of the following circumstances:
                if
                an official receiver is appointed for Consultant and/or for its assets
                or
                any part thereof, or if an application for the appointment of a receiver
                and/or administrator or a liquidator or a temporary liquidator or
                a
                trustee or any other official appointment is filed, or if an application
                for liquidation or an application for bankruptcy is filed against
                Consultant, or if a receiving order or a liquidation order is given
                against Consultant, or if Consultant is declared bankrupt, or if
                Consultant reaches an arrangement with its creditors, and such
                appointment, application, order, declaration or arrangement is not
                revoked
                within thirty days.

            


    

     

    
      	 	
              3.5.

            	
              For
                the avoidance of doubt, in the event of the termination of this Agreement
                in accordance with this Section 3, neither Consultant nor Inbar shall
                be
                entitled to any compensation or payment of any kind from the Company,
                except for the Fee accrued prior to such termination or any payment
                due
                pursuant to Section 2.2 above.

            


    

     

    
      	
              4.

            	
              Relationship
                between the Parties

            


    

     

    
      	 	
              4.1.

            	
              Consultant
                and Inbar hereby acknowledge that this Agreement is an agreement
                for the
                provision of consulting services and does not constitute an extension
                of
                the employer-employee relationship which previously existed between
                Inbar
                and the Company, nor does it create a new employer-employee relationship
                between them. Inbar acknowledges further that his previous employment
                with
                the Company ended on 31 December 2005 and that, subject to payment
                of the
                amount stated in Annex 1, he has no claims with respect to such employment
                or its termination. This Agreement does not confer upon Inbar any
                rights
                save those set forth herein.

            


    

     

    
      	 	
              4.2.

            	
              Consultant
                and Inbar hereby agree to indemnify the Company, upon its first demand,
                for all costs incurred by it in connection with any tax, social charge,
                or
                contribution payable to the competent authorities due to the putative
                existence of an employee-employer relationship between the Company
                and
                Inbar. 

            


    

     

    
      	 	
              4.3.

            	
              Consultant
                hereby undertakes to maintain the Company’s confidential information in
                complete confidence, and not to disclose to any person or entity
                such
                confidential information, except as required for rendering the Services
                hereunder. This undertaking shall apply during the term of this Agreement
                and thereafter. 

            


    

     

    
      	
              5.

            	
              Miscellaneous

            


    

     

    
      	 	
              5.1.

            	
              Unless
                otherwise expressly provided in this Agreement, Consultant shall
                bear all
                the tax liabilities in respect of any benefit of any kind provided
                by the
                Company pursuant to this Agreement.

            


    

     

    
      	 	
              5.2.

            	
              This
                Agreement constitutes the entire agreement between the parties hereto,
                and
                supersedes all prior agreements, understandings and arrangements,
                oral or
                written, between the parties with respect to the subject matter
                hereof.

            


    

     

    
      	 	
              5.3.

            	
              Neither
                this Agreement, nor any right or interest hereunder, shall be assignable
                or transferable without the prior written consent of the other
                party.

            


    

     

    
      	 	
              5.4.

            	
              No
                delay or omission in exercising any right, or remedy upon any breach
                or
                default by the other party under this Agreement shall affect any
                such
                right or remedy, nor shall it be construed to be a waiver of any
                such
                breach or default, or any acquiescence therein or in any similar
                breach or
                default occurring thereafter.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
      	 	
              5.5.

            	
              Notices
                and all other communications provided for in this Agreement shall
                be in
                writing and shall be deemed to have been duly given when personally
                delivered or faxed (with confirmation of transmission) or three business
                days after having been sent by registered mail, return receipt requested,
                postage prepaid, addressed to the parties at their respective
                addresses.

            


    

     

    
      	 	
              5.6.

            	
              This
                Agreement shall be governed by the laws of the State of
                Israel. 
                The competent courts located in Tel Aviv shall have exclusive jurisdiction
                with respect to any dispute arising out of or relating to this Agreement.
                

            


    

     

    
      	 	
              5.7.

            	
              The
                provisions of this Agreement shall be deemed several and the invalidity
                or
                unenforceability of any provision shall not affect the validity or
                enforceability of the other provisions
                hereof.

            


    

     

    
      	 	
              5.8.

            	
              This
                Agreement is subject to approval by the competent corporate organs
                prescribed by Israeli law.

            


    

     

    


    
      	
              ECI
                TELECOM LTD.

            	 	
              DAI
                Management Consulting and Investment in High Tech Ltd.

            
	 	 	 
	
              Name:

              Title:

            	 	 
	 	 	
              I
                agree to the provisions of Section 4

            
	 	 	
              Doron
                Inbar 

            


    

     

    
      
         

      

      
        3