SUB-LEASE AGREEMENT

BigBand Networks Ltd.
A Private Regd. Co. No. 512751074
(hereinafter: “the Lessee ”);

The First Party

Prime Sense Ltd.
A Private Regd. Co. No. 513684761
(hereinafter: (“the Sub-Lessee ”);

The Second Party

On 25/07/2007 a Lease Agreement was signed between U. Dori Engineering Works Co., Ltd. (hereinafter: “ U. Dori ”) and the Lessee (hereinafter: “the Original Lease Agreement ”) for a period starting on 01/02/2008 and ending on 31/01/2013 relating to a unit in an area of approximately 6,580 m ² gross, plus store rooms and parking places, in the building known as “Arazim House” located at 28 Habarzel Street in Ramat Hachayal, Tel Aviv, and known as Parcel 108 in Block 6639 (hereinafter: “the Leased Premises ”);

The Original Lease Agreement, including the Management Agreement and the other appendices are attached hereto as Appendix A of this Agreement and constitute an integral part hereof; and

U. Dori has assigned all its rights and obligations under the Original Lease Agreement to Clal Insurance Co., Ltd., a Public Registered Company No. 520024647 (hereinafter: “the Lessor ”), pursuant to a document of assignment of rights, a copy of which is attached hereto

as Appendix B of this Agreement and constitutes an integral part hereof; and

The Lessor has provided its permission and consent to the Lessee to lease out the Leased Premises and/or to give a right of use and/or possession in a part/parts of the Leased Premises to the Sub-Lessee, pursuant to the written consent, a copy of which is attached hereto as Appendix C of this Agreement; and

The Sub-Lessee is interested in the renting of the fourth floor in the Leased Premises in an area of approximately 1,645 m ² gross and also 35 parking places included in the Leased Premises as marked in the plans of the Sub-Leased Premises attached hereto as Appendix D of this Agreement and constituting an integral part hereof (hereinafter: “the Sub-Leased Premises ”), and the Lessee is interested in renting out the Sub-Leased Premises to the Sub-Lessee as stipulated, all in accordance with the terms and conditions detailed below in this Agreement; and

The parties have agreed between them that the Sub-Lease which is the subject matter of this Agreement will not be a lease protected under the Law;

1.

The preamble and the appendices attached to this Agreement constitute an integral part of the body of the Agreement.

2.

The provisions of the Original Lease Agreement and all of its appendices, including the Management Agreement, shall apply, in full, mutatis mutandis , with respect of the area of the Sub-Leased Premises under this Agreement.

3.

The Original Lease Agreement: The Sub-Lessee undertakes that, save where otherwise stated in this Agreement in all matters relating to the Sub-Leased Premises, the Sub-Lessee shall be responsible for the fulfillment of all the obligations and undertakings imposed on the Lessee under the Original Lease Agreement and all of its appendices, mutatis mutandis , and that wherever the Original Lease Agreement refers to the Sub-Leased Premises and where the word “Lessee” is mentioned, the Sub-Lessee must be referred to, and all being in accordance with the context of such.

4.

The Purpose of the Sub-Lease: The Sub-Lessee undertakes to use the Sub-Leased Premises only for the purpose of high tech industries. The Lessee declares that the Sub-Leased Premises pursuant to its designation is appropriate for the purpose of the Sub-Lease.

5.

The Rent: The monthly rent under this Agreement: NIS Sixty-Four (64) per m ² , is linked to the change of the Consumer Price Index known on the date of payment compared with the Basic Index which is the index for the month of August 2008 published on 15/09/08, plus VAT as required by law, plus NIS Four Hundred and Forty (440) for each one of the 35 parking places, linked to the change of the Consumer Price Index known on the date of payment compared with the Basic Index which is the index for the month of March 2007 published on 15/04/07, plus VAT as required by law, (the rent, including payment for the parking places, linkage differential accruals to the index and VAT, shall hereinafter be referred to as: “the Rent ”). The Sub-Lessee will pay the Rent (including rent for the Additional Lease Term and the Third Lease Term) in advance for every 3 months of lease plus VAT as required by law, by the 5 ^th of the first month, for such 3 months. Notwithstanding the above said, it is clarified that for the month of December 2010 the Lessee will not pay monthly rent, however it will bear the payment for the parking places.

6.

The Sub-Lessee shall have an option, by prior notice to the Lessee of 30 days, to rent up to 15 additional parking places which shall constitute an integral part of the Sub-Leased Premises from the moment of delivery to the Sub-Lessee under identical conditions to the terms and conditions of the Sub-Lease in this Agreement.

All payments for the Rent as defined below shall be paid into Account No. 307500/02 managed at the 804 branch of Bank Leumi in the name of the Lessee.

In the event that the Lessee wishes to vacate the Leased Premises, or any part thereof, and the Sub — Lessee wishes to lease additional space within the Leased Premises, the Lessee would reasonably assist the Sub — Lessee in a way of addressing the Lessor and raising the option to enable the Sub Lessee to lease additional space in the Leased Premises directly from the Lessor. Without derogating from the aforementioned, in the event that the Lessee wishes to sub lease to third parties any further space, or parts thereof, in addition to the Sub Leased Premises, the Lessee shall make efforts but shall not be committed to notify the Sub — Lessee.

7.

The Lease Term: The Lease Term shall start on 25/12/2008 and up until 24/01/2013 (hereinafter: “the Lease Term ”). Without derogating from the above, the Sub — Lessee shall have the right to begin the Adaptation Works listed in section 15 prior to the Lease Period, subject to Clal’s approval.

8.

Management Fees: The Sub-Lessee will pay the Facilone Co., Ltd . (“the Management Company ”) which provides management services for the building, management fees as stated in the Management Contract which shall be signed between it and the Management Company, directly to the Management Company for the providing of the management services to the Sub-Leased Premises as of the beginning of the Lease Term. For the avoidance of doubt, the Management Agreement that will be signed between the Management Company and the Sub — Lessee will be identical to the Management Agreement attached to the Original Lease Agreement mutatis mutandis .

9.

Expenses: The Sub-Lessee will bear all taxes, levies, fees and other payments of any kind and sort imposed and/or to be imposed in the future on the holders of possession of the Sub-Leased Premises, for its share in the Sub-Leased Premises only, and also its proportionate share in the expenses to be imposed, if any, on the common areas.

10.

Electricity, Water, Municipal