ADDENDUM TO LEASE AGREEMENT

1.

All the terms and definitions appearing in this addendum shall have the same meaning as in the Main Agreement, unless expressly stated otherwise herein. This agreement shall be deemed to be part of the Main Agreement and all the conditions thereof shall apply thereto unless expressly stated otherwise herein.

2.

Upon expiry of the term of the tenancy on June 30, 2007, as stated in the Main Agreement, the term of the tenancy shall be extended with respect to the whole Existing Leased Area for a continuous additional period of 36 months commencing from July 1, 2007 until June 30, 2010 (hereinafter: " the Extended Term of the Tenancy ").

3.

Notwithstanding the aforesaid in Section 2 and in any other agreement, it is hereby agreed between the parties that until March 31, 2008 , the Lessee shall have the right to give notice of the termination of the term of the tenancy and thereby terminate the Main Agreement prematurely with respect to the whole Existing Leased Area, subject to the following conditions:

1.

The Lessee has given the Lessor six months’ notice in writing provided that said notice has not been given later than the first day of the beginning of each month.

2.

Together with the said notice the Lessee has paid the Lessor predetermined compensation in an amount equivalent to 2 NIS per month with respect to each square meter of the leased area plus linkage differentials and V.A.T. for each month and/or part thereof which have elapsed since the commencement of the Extended Term of the Tenancy until the date of termination of the Main Agreement and the Lessee’s vacation of the Existing Leased Area.

4.

It is hereby agreed that the rent in respect of the aforementioned Extended Term of the Tenancy shall amount to the equivalent of $16.66 (sixteen dollars and sixty six cents) per month for each square meter of the leased area plus V.A.T. and linkage differentials.

5.

It is hereby agreed between the parties that in respect of all car parking facilities per month, the Lessee shall pay an amount equivalent to $151 during the Extended Term of the Tenancy plus linkage differentials and V.A.T. It is hereby clarified that the

Lessee shall pay in respect of all car parking facilities in its possession and occupied by it, and any arrangement to the contrary in the Tenancy Agreement and/or the addenda thereto with regard to any exemption from payment shall be null and void with effect from the commencement of the Extended Term of the Tenancy.

6.

Notwithstanding all the provisions of the Main Agreement it is hereby agreed that the payments and/or sums specified above in US dollars shall be determined according to the representative rate of the US dollar known on the date of the signing of this addendum, which is 4.2 NIS plus linkage differentials to the Consumer Price Index (whereby the base index for this purpose shall be the index for the month of November, 2006 which was published on December 15, 2006 and not the base index prescribed in the Main Agreement).

7.

It is hereby agreed between the parties that the whole Existing Leased Area shall be delivered to the Lessee in the same state as it was on the date of signing of this addendum (as is) without the Lessor being required to perform at its own expense any works whatsoever and without the Lessee having any claim and/or action in respect thereof against the Lessor and that all the construction and adjustment works, insofar as such may be required, shall be performed by and at the expense of the Lessee in accordance with the provisions of the Main Tenancy Agreement. It has further been agreed that the Lessee shall not be reimbursed for any expenses in respect of the performance of the adjustments made by the Lessee with respect to the premises on Floor 34 as stated in Section 2 of Addendum A ‘9’ to the Main Agreement.

8.

It has further been agreed that until December 12, 2007 the Lessee shall be granted the right (option) to extend the Main Tenancy Agreement in advance and in writing subject to rent identical to the one it shall be paying prior to the realization of this option linked to the Index for a period of 5 years (60 months) commencing from the termination of the Extended Term of the Tenancy with respect to the whole Existing Leased Area (hereinafter: " the Additional Extended Term of the Tenancy ").