Unofficial Translation] AGREEMENT made and entered into between the parties at Tel Aviv on the 3rd day of June 2010

Exhibit
4.43
[Unofficial
Translation]

AGREEMENT

made
and entered into between the parties at Tel Aviv
on
the 3rd day of
June 2010

            Between:

            TEL
      AVIV WHOLESALE AGRICULTURAL PRODUCE MARKET COMPANY
  LTD.

Company
No. 00-000000-0
of
______________ Street, ______________
(hereinafter: “the Company”)
of the one
part;

            And:

            1.  LEV
      TEL AVIV TOWERS LTD.

Pvte.
Co. 514434356
of
______________ Street, ______________
(hereinafter:
“the Housing
Company”)

2.  TEL
AVIV CITY MALL LTD.
Pvte.
Co. 514434349
of
______________ Street, ______________
(hereinafter:
“the Mall
Company”)

(the
Housing Company and the Mall Company will be referred to below as: “the Purchaser”)
of the other
part;

            WHEREAS

            Tel
      Aviv-Jaffa Municipality (hereinafter: “the Municipality”) is
      the registered owner of land known as Parcels 92, 93, 94, 95, 98, 99, 114
      and 242 Block 7104 which is also known as the (former) wholesale market
      compound, in the triangle formed by Carlebach and Hahashmonaim Streets and
      Menahem Begin Road in Tel Aviv (hereinafter: “the Project Lands”);
      and

            WHEREAS

            The
      Municipality and the Company have, in connection with the Project Lands,
      entered into: (1) an agreement dated January 29, 2002 (hereinafter: “the 2002 Agreement”),
      (2) an Addendum to the 2002 Agreement dated June 1, 2008 (hereinafter:
      “the Addendum to the 2002
      Agreement”), (3) an agreement dated April 15, 2010 (hereinafter:
      “the 2010
      Agreement”);

The 2002
Agreement, the Addendum to the 2002 Agreement and the 2010 Agreement are
attached to this Agreement as Appendix
C; and

            WHEREAS

            On
      September 29, 2005 Detailed Plan No. TA 3001 (hereinafter: “the TA/3001 Plan”) was
      published for validation, and in addition an architectural design plan was
      approved in respect of the Project Lands (hereinafter: “the Architectural Design
      Plan”);

1

The
TA/3001 and the Architectural Design Plan are attached to this Agreement as
Appendix
D; and

            WHEREAS

            As
      at the date of signing of this Agreement the Company is registered as
      leasehold lessee of the land known as Parcel 93 Block 7104 for a leasehold
      period terminating in 2025 (hereinafter: “the Existing
      Leasehold”), while pursuant to the 2002 Agreement and the
      allocation table attached to TA/3001 Plan, the Company is entitled, in
      lieu of the existing leasehold, to be registered as the long leasehold
      lessee of the Company’s lands, as defined below, for a leasehold period
      terminating on August 31, 2099, together with additional land that
      constitutes portion of the remainder of the Project Lands, as defined
      below.  A caveat is registered in
      favor of the Company in respect of the 2002 Agreement over Parcel 93 as
      described in the extract of registration.  The extract of
      registration in respect of Parcel 93 is attached to this Agreement as
      Appendix
      E; and

            WHEREAS

            In
      accordance with the foregoing, the Company is entitled to be registered as
      the owner of the full long leasehold rights in certain areas marked in
      pink on the leasehold drawings which are attached to this Agreement as
      A1
      – A7 (hereinafter: “the Leasehold
      Drawings”), and as owner of the full long leasehold rights in
      13,200/19,000 undivided parts of the areas marked in yellow and by a
      broken yellow line on the Leasehold Drawings (hereinbefore and
      hereinafter, collectively: “the Company’s Lands”);
      and

            WHEREAS

            The
      Municipality is the owner of the full rights in the certain areas that are
      marked in light blue on the Leasehold Drawings (Appendix A) and is the
      owner of the full rights in 5,800/19,000 undefined parts of the areas that
      are marked in yellow and in a broken yellow line on the leasehold drawings
      (hereinafter collectively: “the Municipality
      Lands”); and

            WHEREAS

            The
      Municipality is the owner of the full rights in “Plot No. 8” (as defined
      below) and the Municipality wishes to let under leasehold certain portions
      within the confines of Xxxx Xx. 0 to the Purchaser (over and above the
      rights of leasehold in the Municipality Land), as marked in light blue on
      the drawings attached to this Agreement as Appendices
      B1-B6 (hereinafter: “the Additional Real Estate
      Rights”); and

            WHEREAS

            In
      addition to the Company’s Lands, the Municipality Lands, and the
      Additional Real Estate Rights, the Company and the Municipality own the
      rights in adjacent land which constitutes the remainder of the Project
      Lands and which are not being sold to the Purchaser within the framework
      of this Agreement (hereinafter: “the Remainder of the Project
      Lands” or “the
      Remainder of the Project”) and are marked in purple on the
      Leasehold Drawing; and

            WHEREAS

            The
      structure and the percentage holdings in the Housing Company and in the
      Mall Company are as described in the chart attached to this Agreement as
      Appendix G, with the shareholders (directly or residually) in the Housing
      Company and in the Mall Company being: Blue Square Real Estate Ltd. (50%),
      Dirot Yukra Ltd. (25%) and Xxxxx Investments 1 Ltd.
  (25%);

Blue
Square Real Estate Ltd., Dirot Yukra Ltd. and Xxxxx Investments 1 Ltd. will
henceforth be referred to collectively as – “the Interested Parties”;
and

2

            WHEREAS

            Simultaneous
      with the Purchaser signing this Agreement the Interested Parties are
      signing the Interested Parties’ undertakings as set forth at the foot of
      this Agreement (hereinafter: “the Interested Parties’
      Undertakings”); and

            WHEREAS

            The
      Purchaser (as described in sub-clause 5.2.2 below) wishes to purchase
      the Property Sold
      (as defined below) in its condition “as is”, after having carried out all
      the examinations required by it, independently and without relying on any
      representation or any item of data given to it by the Company and/or the
      Municipality and/or entities connected with either of them and/or acting
      on behalf of either of them; and

            WHEREAS

            For
      purposes of constructing “the public buildings”
      (as defined below), the Purchaser was required in the scope of the sale
      process to assess the total costs for erecting the public buildings, in
      circumstances where the Municipality and the Company had two alternatives
      available to them in this regard: one was to deduct the aforesaid amount
      from the consideration in respect of the Property Sold (as defined in this
      Agreement) and the other was that the public buildings be constructed
      through or by the Purchaser for a consideration that will be paid to it by
      the Municipality and the Company, and the Municipality and the Company
      chose the second alternative, as described in this Agreement;
      and

            WHEREAS

            In
      accordance therewith and according to the provisions of this Agreement
      below, the Housing Company is committed to erect the public buildings in
      the area of Plan TA/3001 and to deliver same to the Municipality as
      described in the construction contract and the appendices thereto, which
      is attached to this Agreement as Appendix 4.13 and as Appendix 7.1.1 to
      the “Municipality Lands
      Agreement” (as defined below) for a consideration that will be paid
      to it by the Municipality and by the Company, as described below in this
      Agreement and in the Municipality Lands Agreement;
  and

            WHEREAS

            The
      Company, in reliance on the Purchaser’s representatives as set forth in
      this Agreement, wishes to accept the Purchaser’s offer to purchase the
      Property Sold; and

            WHEREAS

            Prior
      to the date of signing of this Agreement, the individual parties who make
      up the Purchaser delivered firm commitment letters to the Company from
      Bank Hapoalim B.M. in connection with their commitment for payment of the
      full “basic
      consideration” (as defined below) in accordance with this Agreement
      (excluding the first payment, the additional first payment and the later
      first payment), with this being in the text attached to this Agreement as
      Appendix
      F.

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

            1.

            Definitions:

            1.1

            “The Agreement” or “this Agreement”

            –

            This
      Agreement together with all the appendices hereto.

            1.2

            “The
      sale process”

            –

            A
      sale process conducted in accordance with the sale procedure as defined
      below.

3

              1.3

              “The
      sale procedure”

              –

              A
      sale procedure that was published by the Company and the Municipality and
      pursuant to which the sale process was conducted.

              1.4

              “The
      sale process guarantee”

              –

              Bank
      guarantees in an aggregate amount of NIS 28,826,784 which were deposited
      with the Company in the scope of the sale process.

              1.5

              “Business
      day”

              –

              A
      day on which most of the branches of the banks in Israel are open for
      transactions with the public and in relation to which the clearing of
      instruments is carried out.

              1.6

              “The
      Property Sold”

              –

              (a) 
      The rights and obligations of the long leasehold in the Company’s Lands
      for a lease period ending on August 31, 2099, all in accordance with the
      conditions set forth in this Agreement and in the special conditions of
      leasehold document which is attached to this Agreement as Appendix
      1.6.  The Company’s Lands have building rights of 53,400
      sq.m. (main areas) for residential purposes, 14,200 sq.m. (main areas) for
      commercial purposes and 10,320 sq.m. (main areas) on Plot No. 6 (as
      defined below), all for the designated uses specified in Plan TA/3001 and
      together with service areas in accordance with Plan TA/3001, and the
      Company and the Municipality agree that the total service areas for
      housing in the textured building on Plot No. 1 above the determining
      entrance level as stated in Plan TA/3001 which will be included in the
      applications for building permits that will be lodged by the Purchaser in
      the scope of the Purchaser’s Project, will aggregate a total of at least
      22,924 sq.m. service areas but not more than the maximum permitted in
      accordance with Plan TA/3001.
For
      the removal of doubt it is clarified that the total main areas which are
      being sold to the Purchaser in accordance with this Agreement are as
      stated at the beginning of this sub-clause 1.6(a).
Without
      derogating from the foregoing in this sub-clause 1.6, it is agreed that if
      changes in the agreement of the parties on the boundaries of the Company’s
      Lands should be necessary and be approved as a consequence of detailed
      planning of the Company’s Lands or of the Remainder of the Project Lands,
      the Leasehold Drawings will be amended accordingly, without any change
      applying to the building rights being sold to the Purchaser in the scope
      of the Property Sold.  Under no circumstances, does the Property
      Sold include and will not include the parking places towers in the Kufsa
      lands, as defined below.

4

            For
      the removal of doubt it is clarified that the areas located on the upper
      ground floor and on the lower ground floor only and which are zoned as
      open public areas and for a road as marked in green and in xxxx
      (respectively) on the Leasehold Drawings, Appendices A1-A2 are in
      the sole ownership and possession of the Municipality, and are not being
      leased under leasehold and will remain in the sole possession and for the
      sole use of the Municipality, in accordance with the contents of
      sub-clause 9.6 of Plan TA/3001, and the Purchaser has no rights therein
      and in the areas zoned for “Suburban Public Institutions” as stated in
      sub-clause 9.2.1(b) of Plan TA/3001 (hereinafter: “the Suburban Public
      Institutions”).
To
      the extent that the Company and the Municipality exercise their power
      pursuant to Paragraph 3.5 of Appendix 4.16 to this Agreement, in a manner
      whereby the parking places that will serve the residential units that will
      be built on the Remainder of the Project Lands and will be linked thereto,
      which will be located in the Kufsa (hereinafter: “the Towers Parking Places in
      the Kufsa”), the land which is the subject of the Towers Parking
      Places in the Kufsa and which will be
      located in each of the parking places in the Kufsa, apart from places at
      which parking places will be erected for the commercial areas in the Kufsa
      (hereinafter: “the Towers
      Parking Places in the Kufsa Lands”) do not form part of the
      Property Sold and the Leasehold Drawings will be amended
      accordingly.  For the removal of doubt it is clarified that in
      this Agreement the Company is not selling or granting any rights to the
      Purchaser in the Towers Parking Places in the Kufsa Lands except the right
      of use specified in Paragraph 3.5 of Appendix 4.16 to this
      Agreement.
It
      is agreed that exercise of the Company’s right as stated above shall not
      derogate from the Purchaser’s possibilities of: (1) erecting the maximum
      number of parking places permitted pursuant to Plan TA/3001 for the
      building rights on the Company’s Lands and the Municipality Lands,
      including visitors parking places in connection with the Project Lands and
      (2) erecting the maximum service areas that are permitted pursuant to Plan
      TA/3001 in the building rights of the Company’s Lands and the Municipality
      Lands.  It is further agreed that the Municipality and the
      Company will instruct their professional advisers to make an effort and to
      cause a situation that the full parking garages that will be designated to
      serve the residential units in the Remainder of the Project Lands will be
      planned on the Remainder of the Project Lands without there being a
      necessity for utilizing the power and authority granted to the
      Municipality and to the Company in Paragraph 3.1 of Appendix 4.16, without
      this derogating from the Municipality’s and the Company’s possibility of:
      (1) erecting the maximum number of parking places in the Remainder of the
      Project Lands which are permitted pursuant to Plan TA/3001 for the
      building rights on the Remainder of the Project Lands (without double
      parking places) and (2) for erecting the maximum service areas that are
      permitted pursuant to Plan TA/3001 in the building rights on the Remainder
      of the Project Lands and (3) erecting parking basements on 5 levels
      only.

5

            (b)“The obligations and the
      commitments transferred” as defined below.

            1.7

            “The
      Obligations and Commitments Transferred”

            –

            The
      obligations and commitments transferred which are described below, unless
      otherwise expressly excluded in this Agreement below:

            (a)  
      Rights and obligations that apply to the Company according to any law in
      its capacity as the owner of rights in the Company’s Lands including as a
      long leasehold lessee of the Company’s Lands and/or in its capacity as
      promoter of Plan TA/3001, as defined below in respect of the Company’s
      Lands.

            (b) 
      All the obligations imposed on an applicant for any permit in accordance
      with Plan TA/3001 and the Architectural Design Plan, including the
      appendices thereto, in relation to the Company’s Lands, with it being
      clarified that nothing in the foregoing shall derogate from the
      Purchaser’s possibility of requesting an amendment to Plan TA/3001 and/or
      the Architectural Design Plan, from time to time, in accordance with any
      law and the terms and conditions of this Agreement, and subject to the
      conditions of Appendix 4.15 to this Agreement.

            (c) 
      The rights and obligations of the Company of whatsoever nature pursuant to
      the 2002 Agreement in relation to the Company’s Lands, including such
      rights and obligations which arose, arise or will arise from the 2002
      Agreement, with it being clarified
that:

            1.   
      The Company’s obligations for vacation of the Plot and for vacation of the
      Municipality’s Parcel (as stated in the Clauses 4A, 6 and 20 of the 2002
      Agreement), for effecting the payment in respect of an extension of the
      leasehold (as stated in Clauses 4C, 7 and 11 of the 2002 Agreement) and
      for payment of the expenses for preparation of Plan TA/3001 (as mentioned
      in Clause 5B of the 2002 Agreement) have been performed in full, including
      in the framework of and in accordance with the Addendum to the 2002
      Agreement and the 2010 Agreement.

6

            2.  
      The Company’s obligations to erect public buildings and for payment in
      respect of a change in the purpose of the leasehold (as stated in Clauses
      4B and 9 of the 2002 Agreement), for bearing one-half of the costs of the
      bridge-sinking project (as stated in Clause 16G of the 2002 Agreement)
      which are mentioned in Paragraph 14(7) of the provisions of Plan TA/3001
      and construction of the public buildings on the Company’s Plots (as
      mentioned in Clause 5C(1) of the 2002 Agreement) – will be deemed to have
      been performed and fulfilled in accordance with the provisions of the
      Addendum to the 2002 Agreement and the 2010 Agreement, with it being
      clarified that nothing in the foregoing shall derogate from the provisions
      of sub-clause 4.13 below and from the undertaking of the Housing Company
      to erect the public buildings as described in the construction contract
      which is an appendix to the Municipality Lands Agreement (as defined
      below).

            3.  
       Payment of the Land Acquisition Tax which applies to the Company in
      respect of the 2002 Agreement has been guaranteed by the Company to the
      tax authorities, and it will be paid by the Company, at its expense and on
      its responsibility.

            4. 
      The amount of the betterment levy specified in “the agreed betterment levy
      assessment”, as defined below, solely in relation to the Company’s
      Lands, will be paid and defrayed by the Company, at its expense and on its
      responsibility.

            5.   
      It is further clarified for the removal of doubt that the Company is not
      assigning its rights and obligations under the Addendum to the 2002
      Agreement and the 2010 Agreement to the Purchaser, including and without
      derogating from the foregoing, the Company’s rights and obligations for
      payment of money to the Municipality and the receipt of money from the
      Municipality in the scope of the accounting referred to in Clause 8.2 of
      the Addendum to the 2002 Agreement, which, as already mentioned, are not
      being assigned to the Purchaser.

7

            (d)  
      Cancelled.

            (e) 
      For the removal of doubt it is clarified that the Obligations and
      Commitments Transferred include only obligations and commitments in
      relation to the Company’s Lands, as distinct from the Remainder of the
      Project Lands.  If the Obligations and Commitments Transferred
      as described in sub-clause 1.7 above are in the nature of being
      obligations or commitments in relation to all the Company’s rights and
      obligations in the Project Lands, then the Purchaser will be entitled to
      and liable for such obligations and commitments according to its pro rata share, which
      is the ratio between the building rights (main areas) in the Company’s
      Lands and total building rights (main areas) of the Company in the Project
      Lands.  It is further clarified that in relation to obligations
      forming part of the Obligations and Commitments Transferred with respect
      to which a time was specified in the relevant agreement for the
      performance thereof, the assignment of such obligations and commitments
      will apply only to obligations the time for performance of which is after
      the date of delivery of the right of use (as defined below), unless
      otherwise stated in this Agreement.

            (f)  
      Notwithstanding the foregoing it is agreed and clarified that the legal
      proceedings mentioned in Appendix 3.1(1) to this Agreement are brought to
      the knowledge of the Purchaser for information only and that the
      liabilities that are the subject matter of the aforesaid legal
      proceedings, to the extent that same should apply, are not being
      transferred and assigned to the Purchaser in the scope of this Agreement
      and are not included in the Obligations and Commitments Transferred, as
      defined above.

            1.8

            “The
      Municipality Lands Agreement”

            –

            An
      agreement between the Purchaser and the Municipality for the acquisition
      by the Purchaser of the leasehold rights in the Municipality Lands and the
      Additional Real Estate Rights, which is being signed by the Purchaser and
      the Municipality simultaneously with the signing of this
      Agreement.

            1.9

            “Agreed
      betterment levy assessment”

            –

            An
      agreed assessment dated January 24, 2007, which was drawn up and signed in
      accordance with the provisions of Clause 8 of the 2002
      Agreement.

            1.10

            “The
      local committee”

            –

            The
      Tel Aviv-Jaffa Local Planning and Building Committee.

            1.11

            “The
      Municipality”

            –

            The
      Tel Aviv Municipality.

8

            1.12

            “Plan
      TA/3001”

            –

            Detailed
      Plan No. TA/3001 which was published for validation on September 29, 2005
      in Yalkut
      Pirsumim (Gazette) No. 5442, together with the appendices
      thereto.

            1.13

            “Plot
      No. 8”

            –

            Plot
      No. 8 as defined in Plan TA/3001

            1.14

            “Plot
      No. 1”

            –

            Plot
      No. 1 as defined in Plan TA/3001

            1.15

            “Plot
      No. 6”

            –

            Plot
      No. 6 as defined in Plan TA/3001

            1.16

            “Date
      of delivery of right of use”

            –

            As
      defined in Clause 10 of the Agreement.

            1.17

            “The
      consideration”

            –

            The
      basic consideration together with the additional consideration as these
      terms are defined in Clause 6 below.

            1.18

            “Date
      of delivery of possession”

            –

            As
      defined in Clause 10 below.

            1.19

            “Related
      entities”

            –

            The
      controlling shareholder in any chain and/or shareholders and/or holders of
      rights of any sort and/or employees and/or representatives and/or agents
      and/or attorneys and/or officers and/or professional
    advisers.

            1.20

            “Consumer Price Index”
      or “the
      Index”

            –

            Unless
      otherwise expressly stated in a particular clause of the Agreement, the
      Consumer Price Index, including fruit and vegetables, published by the
      Central Bureau of Statistics and Economic Research, including that index
      even if it is published by another Government body or institution and any
      official index which may come in its stead, whether or not same is
      structured on the same data on which the existing index is
      structured.  If the Consumer Price Index is replaced by another
      index, the ratio between the replaced index and the other index will be
      determined by the Central Bureau of Statistics.

            1.21

            “The
      Basic Index”

            –

            Unless
      otherwise expressly stated in a particular clause of this Agreement, the
      index which is known at the time of signing of this
    Agreement.

            1.22

            “Indexation
      differences”

            –

            Unless
      otherwise expressly stated in a particular clause of this Agreement, an
      increment in payment obtained from multiplying any payment, which
      accumulates indexation differences according to the provisions of this
      Agreement, by the percentage rise in the last known index at the time of
      making such calculation and/or payment, as against the Basic
      Index.  For the removal of doubt, in a case of a fall in the new
      index as against the Basic Index, there will be no deduction from the
      payment.

            1.23

            “The
      Kufsa”

            –

            The
      land marked in red on the drawing attached to this Agreement as Appendix
      1.23 (including all the levels
thereof).

9

            1.24

            “The
      Project”

            –

            The
      project that will be erected on Project Lands and which will contain both
      the Purchaser’s Project as defined below as well as the project/s that
      will be constructed on the Remainder of the Project
  Lands.

            1.25

            “The
      Purchaser’s Project”

            –

            The
      project which the Purchaser will erect on the Company’s Lands, the
      Municipality Lands and the Additional Real Estate
  Rights.

            1.26

            “The
      residential section”

            –

            Residential
      buildings that will be erected on the Purchaser’s Project (excluding the
      basement floors) and excluding the commercial areas that will be located
      in the aforesaid residential buildings.

            1.27

            “The
      basement floors”

            –

            All
      the basement floors in the Purchaser’s Project up to and including the
      upper ground floor on which the open public areas (as defined in
      sub-clause 7.3 below) will be constructed, as well as all the commercial
      areas in the Purchaser’s Project whether same are located on the basement
      floors or are located above the basement floors.

            1.28

            “Buyers
      of apartments”

            –

            Buyers
      of apartments in the residential section.

            1.29

            “The
      attorneys”

            –

            The
      law office of Advocate X. Xxxxx & Co.

            1.30

            “The
      Trustee”

            –

            Adv.
      Xxxxx Amid and/or any other attorney from the law office of X. Xxxxx &
      Co.

            1.31

            “Building
      Inputs Index”

            –

            The
      general index of residential building input prices which is published each
      month by the Central Bureau of Statistics or any other body that may come
      in its stead, or any other index that may be specifically published in its
      place (subject to the ratio between them that will be
    fixed).

            1.32

            “Agreement
      of individual parties who make up the Purchaser”

            –

            Agreements,
      wherever signed prior to the signing of this Agreement or subsequent
      hereto, which are signed by the individual parties who make up the
      Purchaser and/or between the Interested Parties in connection with the
      transaction that is the subject of this Agreement and/or in connection
      with the Purchaser’s Project.

            2.

            Appendices:

This
Agreement contains the following appendices which form an integral part
hereof:

                Appendices A1-A7

                –

                Drawings
      of the Company’s Lands and the Municipality Lands.

                Appendices B1-B6

                –

                Drawings
      of the Additional Real Estate
Rights.

10

              Appendix C

              –

              The
      2002 Agreement, the Addendum to the 2002 Agreement and the 2010
      Agreement.

              Appendix D

              –

              Plan
      TA/3001 and the Architectural Design Plans (including the appendices
      thereto).

              Appendix E

              –

              Extract
      of registration of Parcel 93.

              Appendix F

              –

              Firm
      commitment letter.

              Appendix G

              –

              Structure
      and percentage holdings in the Housing Company and in the Mall
      Company.

              Appendix 1.6

              –

              The
      special conditions of leasehold document.

              Appendix 1.23

              –

              Drawing
      of the Kufsa.

              Appendix 3.1(1)

              –

              Legal
      proceedings in connection with the Property Sold to which the Company is a
      party.

              Appendix 3.1(2)

              –

              List
      of existing encumbrances in favor of Bank Leumi.

              Appendix 3.1(3)

              –

              Updated
      letter of intent dated March 7, 2010.

              Appendix 4.13

              –

              The
      construction contract.

              Appendix 4.15

              –

              Declaration
      of verifying representations drawn to the date of delivery of the right of
      use and the right of possession.

              Appendix 4.16

              –

              Additional
      provisions appendix.

              Appendix 4.18

              –

              Timetables
      appendix.

              Appendix 6.2.8

              –

              Text
      of letter of instructions to Trustee.

              Appendix 6.10.1

              –

              Main
      points of the specification, simulations and
  photographs.

              Appendix 9.1.5

              –

              Tax
      certificates in respect of the 2002 Agreement.

              Appendix 9.2

              –

              Text
      of irrevocable power of attorney to Purchaser for transfer of rights in
      the Property Sold.

              Appendix 9.6

              –

              Text
      of power of attorney to the Company’s attorneys for expunging of caveat.

              Appendix 9.6A

              –

              Power
      of attorney for specifically attributing caveats and for the
      effecting of registrations by the Company.

              Appendix 9.10

              –

              Power
      of attorney for effecting registrations.

              Appendix 10.5.4

              –

              Notarial
      power of attorney for eviction of the Purchaser.

              Appendix 10.6.2

              –

              Text
      of deed of assignment of the Obligations and Commitments
      Transferred.

11

            3.

            Declarations by the
      Company

The
Company hereby declares and undertakes as follows:

            3.1

            That
      it owns the rights in the Company’s Lands as same are described in this
      Agreement and its aforesaid rights in the Company’s Lands are free and
      clear of any debt, encumbrance, attachment, mortgage and third party
      rights, save and except the existing encumbrances in favor of Bank Leumi
      le-Israel B.M. (hereinafter: “Bank Leumi”) as
      described in Appendix
      3.1 (2) to this Agreement (hereinafter: “the Existing
      Encumbrances”), which will be removed by the Company in accordance
      with the provisions of Clause 6 below, and apart from a caveat regarding an
      antiquities site in favor of the State of Israel pursuant to Deed No.
      044510 dated December 1, 1995.  A letter from Bank Leumi giving
      details of the balance of the loans as at March 7, 2010 is attached to
      this Agreement as Appendix
      3.1 (3).  It is
      further clarified that the Company is a party to the legal proceedings
      described in Appendix 3.1 (1) to this
Agreement.

            3.2

            That
      it is entitled and empowered to enter into this Agreement and to perform
      it, and up to the date of signing of this Agreement it has passed all the
      resolutions and obtained the approvals required according to the
      provisions of the law and its documents of incorporation for purposes of
      its entering into this Agreement.

            4.

            Declarations by the
      Purchaser

The
Purchaser hereby declares and undertakes as follows:

              4.1

              That
      each of the individual parties who make up the Purchaser is duly
      incorporated and that each of the individual parties who make up the
      Purchaser is entitled and empowered to enter
      into this Agreement and to perform it, and that it has passed all the
      resolutions and obtained the approvals required according to the
      provisions of the law and its documents of incorporation for purposes of
      its entering into this
Agreement.

            4.2

            That
      no steps have been taken for an arrangement, stay of proceedings,
      winding-up, liquidation, expungement, bankruptcy or receivership of any of
      the individual parties who make up the Purchaser, and that there is no
      threat against any of the individual parties who make up the Purchaser
      with regard to such legal proceedings (including the fact that no
      attachment has been imposed on their assets), which is likely to have an
      impact on their entering into this Agreement and on the performance and
      implementation of this Agreement.

            4.3

            That
      it is bound by the declarations and undertakings that were given on its
      behalf in the scope of the Sale Process and the Sale Procedure, and that
      its declarations and undertakings mentioned in this sub-clause above are
      correct, complete, full and updated, and are binding on it in all
      respects.

            4.4

            That
      acquisition of the Property Sold is being effected for the Purchaser
      alone, and it or any of the individual parties who make up the Purchaser
      is not acting, and will not act as an agent, representative, trustee
      and/or partner in this regard, with and/or for another, whether directly
      or indirectly, including the fact that they have not granted a right or
      option to another as aforesaid in connection with the Property Sold and/or
      the rights contained herein, prior to signing of this
      Agreement.

12

            4.5

            That
      it is aware that the Company has agreed to enter into this Agreement with
      it inter alia in
      reliance on the contents of the Firm Commitment Letter, Appendix F to this
      Agreement, and that coupled with that the furnishing of the aforesaid
      commitment letter does not derogate from the Purchaser’s obligation to pay
      the full consideration at the times specified for the payment thereof in
      Clause 6 below, with it being clarified that the Purchaser’s obligation
      for full payment of the consideration in accordance with the provisions of
      this Agreement is absolute and is not contingent upon receiving finance or
      on any other condition.

            4.6

            That
      the Purchaser is buying the Property Sold (including the rights in the
      Company’s Lands) in the same condition in which the property Sold is at
      the time of signing of this Agreement (“as is, where is”) and after the
      Purchaser had examined, inspected and
seen:

              (i)

              The
      Project Lands (including the Company’s Lands, the Municipality Lands and
      the Additional Real Estate Rights), the surrounding neighborhood thereof,
      their physical and legal condition (including the registration in the Land
      Registry of Parcel 242 Block 7104 as “designated lands” and the existence
      of leaseholds which have expired and which have not yet been expunged in
      Parcel 92 Block 7104 as described in the Municipality Lands Agreement) and
      the planning and zoning situation of the Project Lands (including the
      Company’s Lands, the Municipality Lands and the Additional Real Estate
      rights), adjacent land, and the region in which the Project Lands
      (including the Company’s Lands, the Municipality Lands and the Additional
      Real Estate Rights) are
located;

              (ii)

              The
      Obligations and Commitments Transferred, as defined in sub-clause 1.7
      above.

              (iii)

              Plans
      of any sort pursuant to the Planning and Building Law and on the strength
      of any other statute or law, whether approved or in preparation, at any
      level and at any planning or other authority or institution, which pertain
      to the Project Lands (including the Company’s Lands, the Municipality
      Lands and the Additional Real Estate Rights) and all land in the
      surrounding area thereof, and included in this they have inspected,
      examined and seen the provisions of Plan TA/3001 including all the
      appendices thereto and the Architectural Design Plan and all the
      appendices thereto, and are familiar
therewith;

              (iv)

              The
      ways of access, the possibilities for planning, exploitation, licensing
      and building of the Project Lands (including the Company’s Lands, the
      Municipality Lands and the Additional Real Estate Rights) and all land in
      the surrounding area thereof;

              (v)

              The
      quality and composition of the Property Sold, including with regard to
      matters connected with the environment, antiquities, marketability,
      design, quality and so forth, and the suitability of any of the
      abovementioned matters for the Purchaser’s
  needs;

              (vi)

              Any
      relevant information of whatsoever nature at all the relevant authorities,
      including the Land Registry, the Taxes Authority, the various planning and
      building authorities and the relevant local
  authorities;

13

              (vii)

              The
      provisions of all the statutes, laws, bylaws which relate to the Property
      Sold and/or to the Purchaser’s entering into this
    Agreement.

The
Purchaser hereby confirms, declares and undertakes that it has found all the
foregoing to be to its full satisfaction, and that it hereby finally and
irrevocably waives any cause of action and/or demand and/or allegation and/or
claim of whatsoever nature in connection with the matters aforesaid, including
an allegation of non-conformity (patent or latent) and including allegations
regarding defects in the contractual arrangement such as the State, as against
the Company and/or the Municipality and/or as against the entities connected
with any of the individual parties who make it up and/or anyone on its behalf,
whether the origin of a cause of action in connection with the foregoing was in
a period preceding the Date of Delivery of Possession or subsequent
thereto.  Included in this the Purchaser waives any right to receive
any remedy of cancellation, damages or restitution in respect of allegations or
causes of action as aforesaid.

It is
clarified that nothing contained in this sub-clause 4.6 shall derogate from the
Purchaser’s possibility of requesting an amendment of the Architectural Design
Plan, in accordance with and subject to the provisions of this Agreement,
including the provisions of Appendix 4.15 to this Agreement.

            4.7

            That
      it has the experience, know-how and ability to assess its entering into
      this Agreement and the significances thereof, and that having regard
      thereto, as also having regard to everything stated above and below in
      this Agreement, it has carried out its aforesaid examinations in
      consultation with all the experts whom it saw fit, in the course of
      defining the information it wishes to
examine.

            4.8

            That
      the Purchaser is purchasing the rights in the Property Sold on the
      strength of its own independent examinations, assessments and forecasts as
      aforesaid only, and it has not relied for purposes of entering into this
      Agreement on promises, representations, any undertakings or guarantees
      from the Company and/or the Municipality and/or from any of the bodies
      connected with either of them, except those that are expressly mentioned
      in this Agreement, and without this imposing on the Company and/or the
      Municipality and/or any of the bodies connected with either of them, any
      liability of whatsoever nature with regard to the Property Sold or to the
      value thereof, and without this imposing any obligation for indemnity on
      the Company and/or the Municipality and/or any of the bodies connected
      with either of them.

The
Purchaser declares that if it has not examined any detail connected with the
Property Sold independently, itself and/or through any entity on its behalf,
including any of the details mentioned in sub-clause 4.6 above and/or in
connection with any other details contained in this Agreement or arising from
it, for any reason, including by virtue of the difficulty of accessibility to
the information and/or due to restrictions that have been imposed, if and to the
extent that same were imposed, for any reason, on any such information or data
whatsoever at any particular authority or at any source of information, this
factor has been taken into account in the scope of the consideration pursuant to
this Agreement, and it waives any allegation or argument in connection
therewith.

14

            4.9

            That
      acquisition of the Property Sold is in furtherance of a request for
      proposals and a sale process that was conducted by the Company and the
      Municipality in accordance with the sale procedure and following the
      Purchaser’s selection as a preferred bidder.  The Purchaser
      further declares and undertakes that it is aware that the documents and
      the information that have been placed at its disposal or at the disposal
      of someone on its behalf, in connection with its entering into this
      Agreement, including documents and information that were exhibited in the
      information room, and including answers by the Company, the Municipality
      or anyone on their behalf to questions, and including information given
      during tours and at meetings, were provided solely for its convenience and
      without this imposing any liability on the Company and/or the Municipality
      and/or any of the bodies connected with either of them, in respect of the
      correctness or completeness of such information and documents or the
      absence of any other information or document, and without such information
      and documents or the absence thereof being deemed to be a representation
      for purposes of entering into the
Agreement.

            4.10

            That
      without derogating from the provisions of Clause 13 below, the Purchaser
      hereby irrevocably waives any claim and/or allegation and/or right of
      set-off and/or right to a reduction in the consideration or a right to
      cancel the Agreement, as against the Company and/or the Municipality
      and/or as against the bodies connected with either of them, of any type
      and based on any cause of action, subject to the condition that the
      Company shall fulfill its obligations as expressly enunciated in this
      Agreement.

            4.11

            That
      it is aware that in the sole and absolute discretion of the Company and/or
      the holders of rights in the Company, it is possible that at any time
      after the signing of this Agreement, the Company may be wound up and/or
      expunged and/or liquidated and/or corporate or other changes of any sort
      may be made in the Company and/or in any of its
      shareholders.  The Purchaser declares and undertakes that it
      agrees in advance to the performing of any of the abovementioned actions,
      including the winding-up of the Company as aforesaid and that it will in
      no way, whether directly or indirectly, oppose the winding-up and/or
      expungement and/or dissolution of the Company and/or of any of its
      shareholders and/or corporate and/or structural changes in the Company
      and/or in any of its shareholders as aforesaid.  It is agreed
      that the Purchaser’s Agreement as set forth above in this sub-clause shall
      also be deemed to be express consent to the performing of any of the
      abovementioned actions, to the extent that such consent is required
      according to any law, including the Laws of Companies.  For the
      removal of doubt it is clarified that nothing in the foregoing shall
      derogate from the Company’s obligations pursuant to this
      Agreement.

            4.12

            The
      Purchaser declares and confirms that it is aware that the Company will not
      attend to the transfer of the rights of leasehold in and to the Company’s
      Lands into the Purchaser’s name at the Land Registry, but that it will
      deliver the documents specified in Clause 9 below to the
      Purchaser.  For the removal of doubt it is clarified that
      nothing contained in the provisions of this sub-clause shall derogate from
      the Company’s obligations pursuant to Clause 9 of this
      Agreement.

15

            4.13

            Public
      buildings

            4.13.1

            The
      Housing Company is obliged to construct the public buildings, as defined
      in the construction contract, in the manner described in the construction
      contract and the appendices thereto, which is attached to this Agreement
      as Appendix 4.13 and will be signed contemporaneously with the signing of
      this Agreement (hereinafter: “the Construction
      Contract” and “the
      Public Buildings”, respectively).  The Housing Company
      undertakes to erect such Public Buildings and to deliver same to the
      Municipality, in accordance with its above undertakings and the provisions
      set forth below:

Included
in the foregoing, it is agreed that in respect of the timetables for erecting of
the sports center and the school (as defined in the Construction Contract
(hereinbefore and hereinafter: “the Sports Center and the
School”), the Housing Company undertakes to act in the manner described
below, with it being hereby clarified that in every case of a conflict or
non-conformity as between the timetables that are the subject of the
Construction Contract (including those mentioned in this Clause 4.13 below), and
the timetables that are the subject of this Agreement, the timetables that are
the subject of this Agreement shall prevail:

            4.13.1.1

            The
      applications for the issue of excavation and shoring permits for the areas
      on which the Sports Center and the School will be built shall be submitted
      simultaneously with the lodgment of application for the issue of
      excavation and shoring permits for the areas on which the parking areas
      and/or commercial space within the confines of the
  Kufsa.

            4.13.1.2

            The
      applications for the issue of building permits for the Sports Center and
      the School shall be lodged simultaneously with the filing of the
      applications for the issue of the building permits (as distinct from
      excavation and shoring permits) for the parking areas and/or the
      commercial space within the confines of the
  Kufsa.

            4.13.1.3

            The
      initial occupation of the parking areas and/or the commercial space within
      the Kufsa shall be made contemporaneously with and subject to the
      furnishing of a certificate for initial occupation of the Sports Center
      and the School.  It is hereby agreed that if the Purchaser
      wishes to make use of the parking areas and/or the commercial space within
      the Kufsa prior to production of a certificate for initial occupation of
      the Sports Center and the School, the Purchaser will be entitled to
      address an appropriate application to the Director of the Property
      Division at the Municipality.  The Director of the Property
      Division at the Municipality will determine whether it is possible to
      accede to the Purchaser’s application and what the conditions are in the
      scope of which the Municipality is prepared to allow use of the parking
      areas and/or the commercial space within the Kufsa prior to production of
      a certificate for initial occupation of the Sports Center and the
      School.

16

            4.13.2

            The
      Purchaser (including the Mall Company) hereby confirms that it knows and
      is familiar with the provisions of the Construction Contract, including
      the timetable specified in the Construction Contract.  This
      includes the fact that the Purchaser (including the Mall Company) confirms
      and agrees to the contingencies laid down in the Construction Contract and
      in this Agreement above between the planning, construction, completion and
      initial occupation of the parking areas and the commercial space within
      the Kufsa, and the planning, construction, completion and initial
      occupation of the Sports Center and the School.  In addition,
      the Purchaser (including the Mall Company) agrees that the timetable for
      constructing the Public Buildings as prescribed in the Construction
      Contract and/or in this Agreement will be registered as conditions in the
      building permits in the Kufsa, and that it waives any allegation and/or
      demand against the Company and/or the Municipality and/or either of them,
      in connection with the contingency and the conditions in the building
      permit as aforesaid.

            4.13.3

            It
      is further agreed, in relation to the Public Buildings, that the Company
      and the Municipality will bear the expenses for the construction thereof
      in a manner whereby the Company will pay the Housing Company and will be
      directly liable to it with respect to 75.84% of “costs of construction of the
      Public Buildings” (as same are defined below) and the Municipality
      will pay the Housing Company and will be directly liable to it in respect
      of 24.16% of the costs of erecting the Public Buildings.  For
      the removal of doubt, it is clarified that the obligations of the
      Municipality and the Company to bear such costs applies only in relation
      to the Public Buildings as defined above.  With respect to this
      sub-clause 4.12 [sic] “costs of constructing the
      Public Buildings” means – the specific costs (including a
      percentage of the increment to cost that will be added in respect thereof,
      to the extent that this is specified in Appendix C1 to the Construction
      Contract) which are specified in the aforesaid Appendix C1, provided that
      the amounts of the cost components were approved in writing and in advance
      by the Company and the Municipality, through the administration as defined
      in Appendix 4.16 to this Agreement (hereinbefore and hereinafter: “the
      Administration”).

With
respect to payment of fees and levies as mentioned in Appendix C to the
Construction Contract, the Company shall be entitled to elect to make payment
thereof directly to the Local Committee and to the Municipality and not through
the Housing Company.

The
Housing Company undertakes that all the contractual arrangements between it and
designers and executing contractors in connection with the design and
construction of the Public Buildings will be done on a basis of tenders which
the Housing Company will conduct, with full transparency vis-à-vis the
Administration.  The Housing Company further undertakes that
construction of the Public Buildings will be managed by it as a separate project
independent from the Purchaser’s Project, in which a separate bookkeeping and
accounting system will be maintained, and it is agreed that the costs of
constructing the Public Buildings will include only direct and specific costs of
constructing the Public Buildings without a loading of costs connected with
other parts of the Purchaser’s Project.
 
17

It is
agreed that in any event the costs of constructing the Public Buildings will not
exceed an aggregate amount of NIS 97,706,667 including V.A.T. (hereinafter in
this sub-clause: “the Limit
Amount”).  Notwithstanding the foregoing it is agreed that if
it transpires that for purposes of meeting the obligation to erect the Public
Buildings in accordance with the technical specifications that were attached to
the Construction Contract, the “costs of erecting the Public Buildings” (as
defined above) are expected to exceed the Limit Amount, then the Housing Company
will refer to the Company and to the Municipality, through the Administration,
in order for the latter to examine whether a deviation from the Limit Amount is
indeed required.  If such deviation is approved by the Company and the
Municipality through the Administration, then the approved amount of the
deviation will be added to the Limit Amount, where in each case it is hereby
agreed that the total amount of the costs of construction of the Public
Buildings which the Company and the Municipality will bear (each according to
its pro rata share)
will under no circumstances exceed a sum of NIS 102,333,333 plus V.A.T. as
prescribed by law (hereinafter: “the Maximum Limit
Amount”).  Where the actual costs of constructing the Public
Buildings exceed the Maximum Limit Amount, the Housing Company will at its
expense bear any amount which exceeds the Maximum Limit Amount.  It is
agreed that the Limit Amount as well as the Maximum Limit Amount will be linked
to the Building Inputs Index commencing from the date of signing of this
Agreement and until the actual effecting of each payment.

It is
further agreed that the Administration’s examination as aforesaid will be
carried out in a manner and at a time which shall not cause a delay in the
planning and execution of the construction of the Public Buildings in relation
to the timetable specified in the Construction Contract and in this
Agreement.

The
Company's share in the costs of constructing the Public Buildings in accordance
with the provisions of this sub-clause above shall be paid on a basis of current
month + 45 days from the date on which each account for payment is presented to
the Company and to the Municipality through the Administration, and subject to
the condition that the account was approved for payment by the
Administration.  V.A.T. as prescribed by law shall be added to each
payment against receipt of a valid tax invoice.

In every
case of an engineering dispute between the parties in relation to the costs of
constructing the Public Buildings, except in relation to (1) approval of a
deviation from the Limit Amount as defined above; (2) anything connected with
the obligation of the Company and the Municipality to bear the aforementioned
costs; and (3) the maximum amounts which will be imposed on the Municipality and
the Company and the conditions specified above in regard thereto, the dispute
will be referred for the decision of a civil engineer who will be appointed with
the consent of the Company, the Municipality and the Housing Company, and in the
absence of agreement between them, the engineer will be appointed by the
chairman of the Society of Architects and Engineers (hereinafter: “the Engineering
Arbiter”).  The Engineering Arbiter shall act as an expert and
not as an arbitrator and his decision shall be final and binding on the
parties.

It is
clarified that all the provisions of this sub-clause 4.13 are intended to add to
the provisions of the Construction Contract, on a basis that under all
circumstances the liability of the Municipality and of the Company to pay the
costs of construction of the Public Buildings is limited to the Limit Amount or
to the Maximum Limit Amount (as defined above) respectively.

18

For the
avoidance of doubt it is hereby clarified that apart from the payment of the
Company’s share of the costs of the Public Buildings as described above in this
sub-clause 4.13.3, the Company will not owe any liability either vis-à-vis the Housing Company
nor vis-à-vis any third
party, on any matter connected, directly or indirectly, with the Public
Buildings, including the planning, licensing, construction and initial
occupation thereof.

            4.14

            Cancelled.

            4.15

            All
      the Purchaser’s representations and declarations pursuant to this Clause 4
      will be correct both at the time of signing of this Agreement, and also at
      the date of delivery of the right of use and at the date of delivery of
      possession.  Declarations verifying the representations are
      attached to this Agreement as Appendix
      4.15.

            4.16

            That
      by virtue of it having been told that the Company and the Municipality are
      the owners of rights in the Remainder of the Project Lands which are not
      being sold to the Purchaser in the scope of the transaction that is the
      subject of this Agreement, it is agreed that in connection therewith the
      provisions of Appendix
      4.16 to this Agreement, which forms an integral part hereof, shall
      apply to the parties in addition to the provisions of this
      Agreement.

            4.17

            That
      it is aware that the sale is being effected in reliance on the correctness
      and completeness of all its representations and declarations as set forth
      in this Agreement.

            4.18

            Timetables

                4.18.1

                The
      Purchaser undertakes to act diligently and uninterruptedly in all aspects
      connected with the planning, licensing and construction of the Purchaser’s
      Project in order to meet the timetables set forth in Appendix 4.18 to this
      Agreement (hereinafter: “the
      Timetables”).  It is agreed that the Timetables are
      indicative, but coupled with that is agreed, in the case of any divergence
      of more than 6 months in any of the milestones included in the Timetables
      which occurs up to the time of actual payment of the second payment or up
      to the time of the implementation of the first building permit (as defined
      in Clause 6.2.4 below), whichever is the later, then without derogating
      from any remedy available to the Company according to any law and
      agreement (excluding only the right to agreed damages as stated in Clause
      14 below), the Company will be entitled to agreed damages from the
      Purchaser in respect of such divergence in an amount equivalent to NIS
      113,760 for each month of default (and for a pro rata portion of
      such damages in respect of part of a month), plus indexation differences
      (as defined in this
Agreement).

            4.18.2

            Without
      derogating from the generality of the contents of sub-clause 4.18.1 above,
      the Purchaser undertakes to take steps for the issue of an excavation and
      shoring permit at the earliest date it is possible to do
      so.  The Purchaser further undertakes to commence performing the
      excavation and shoring works within nine weeks from a decision being taken
      by the local committee / the licensing authority in regard to the issue of
      an excavation and shoring permit, subject to payment of fees and levies
      only (hereinafter in this sub-clause: “the Decision”) provided
      that the Decision is taken before September 2010.  Where the
      Decision is taken after September 2010, the Purchaser will commence
      execution of the excavation and shoring works not later than March 15,
      2011.  It is agreed that in the case of a divergence of more
      than six weeks from the Timetables specified in this sub-clause 4.18.2,
      the Company will be entitled, without derogating from any remedy available
      to the Company according to any law and agreement (excluding only the
      right to agreed damages as stated in Clause 14 below), to compensation
      according to the amounts of damages specified in sub-clause 4.18.1
      above.

19

            4.18.3

            The
      Purchaser further undertakes that up to the end of 48 months from the date
      of implementation of the first building permit (as defined in Clause 6.2.4
      below), the commercial areas in the Purchaser’s Project and the Sports
      Center and the School will be completed in a manner whereby up to the
      aforesaid date an application will be lodged by it for receipt of “Form 4”
      (which constitutes approval for initial occupation) in respect of the
      commercial areas in the Purchaser’s Project, the Sports Center and the
      School.  It is agreed that in the case of a divergence from the
      Timetables specified in this sub-clause 4.18.3, the Company will be
      entitled, without derogating from any remedy available to the Company
      according to any law and agreement (excluding only the right to agreed
      damages as stated in Clause 14 below), to agreed damages from the
      Purchaser in respect of such divergence in a sum equivalent to NIS 75,840
      for each month of default (or a pro rata share of such
      damages in respect of part of a month) in respect of the first 6 months of
      default or part thereof, plus a sum of NIS 151,680 for each month of
      default (and a pro
      rata share of such damages in respect of part of a month) in
      respect of 6 months default after the first 6 months or any part thereof,
      and plus a sum of NIS 227,520 for each month of default (or a pro rata share of such
      damages in respect of part of a month) in respect of each month of default
      thereafter, or any portion thereof.

The
amounts of damages specified in this clause above will bear indexation
differences (as defined in this Agreement).

            4.18.4

            It
      is agreed that if there should be an impediment to meeting the Timetables
      prescribed in sub-clauses 4.18.1-4.18.3 the origin of which is force majeure as
      recognized at law, then subject to the condition that the Purchaser shall
      invoke all the necessary means in order to remove or eliminate the
      impediment, the period of the impediment due to force majeure as
      aforesaid will not be counted as part of the times for purposes of this
      sub-clause 4.18 above.

            4.18.5

            It
      is agreed that a precondition to the excavating of the basement which will
      be below that portion of Parcel 93 which is marked in xxxx on the drawings
      attached to this Agreement as Appendices A1-A2 will be
      in coordination with and with the prior consent of the Administration,
      including the setting of a timetable for completion of the construction of
      that basement and road and finding solutions for entry and exit to the
      Remainder of the Project Lands during the period of construction of these
      specific basements.

20

              4.19

              The
      Purchaser undertakes that within 6 months from the date of signing of this
      Agreement it will submit an amended Architectural Design Plan to the Local
      Committee and within 10 months from the date of signing of this Agreement
      will lodge an application for a building permit in relation to the entire
      Purchaser’s Project, which will be based on the aforesaid amended
      Architectural Design Plan.  It is clarified that in a case in
      which lodgment of the application for a building permit as referred to in
      this sub-clause which contains a concession for an addition of 2 extra
      floors, that is to say: 14 floors as distinct from 12 floors, encounters
      opposition, prior to lodgment of the application, from the authorized
      entities at the planning authorities, then the application for a building
      permit that will be lodged by the Purchaser will be for only 12
      floors.  It is agreed that the Purchaser will be entitled to
      include in the application for such building permit, units having an
      average area as stated in sub-clause 6.3.5 below.  Nothing
      contained in the provisions of this sub-clause shall derogate from the
      remaining provisions of this Agreement in regard to the planning and
      design of the Purchaser’s
Project.

              4.20

              Without
      derogating from the provisions of Appendix 4.16 of this Agreement, the
      Purchaser undertakes that the drawing up and signing of the Architectural
      Design Plan, applications for a building permit and any other planning
      and/or statutory document that may be submitted by it or by someone on its
      behalf to the planning authorities, in connection with the Purchaser’s
      Project (as distinct from the Public Buildings), will be performed in
      relation to the Purchaser’s Project as a whole (as distinguished from the
      Public Buildings) and to all the documents mentioned above, by an
      architect, constructor and one traffic consultant whose identity shall be
      approved by the Company and the
Municipality.

              4.21

              The
      Purchaser declares that it is aware that all the actions and/or
      undertakings and/or representations of the Municipality pursuant to this
      Agreement and/or in connection herewith are in the Municipality’s capacity
      as owner of the Project Lands, and that none of the aforesaid actions
      and/or undertakings and/or representations will have the effect of binding
      the Local Committee or any other statutory or planning
    body.

              4.22

              That
      it is aware that the undertakings of the Interested Parties as defined at
      the foot of this Agreement do not release it from any of its obligations
      under this Agreement and that the deed of undertaking of the Interested
      Parties and/or the fulfillment of the obligations of the Interested
      Parties or any of them pursuant thereto shall not derogate from any of the
      remedies available to the Company against the Purchaser in accordance with
      the provisions of this Agreement and the
law.

            5. 

            The
      transaction:

            5.1

            The
      Company hereby sells the Property Sold to the Purchaser, and the Purchaser
      hereby buys the Property Sold from the Company, for the consideration and
      on the conditions as set forth in this
  Agreement.

It is
clarified that the rights being sold by the Company in the Company’s Lands as
defined in this Agreement, are long leasehold rights for a leasehold period
ending on August 31, 2099.
 
21

It is
clarified that in the framework of the Property Sold the Purchaser assumes the
Obligations and Commitments Transferred at the dates specified in this Agreement
below, coupled with a full, irrevocable and absolute release and exemption for
the Company from the Obligations and Commitments Transferred, and in accordance
with the deed of assignment attached to this Agreement as Appendix
10.6.2.

            5.2

            Liability
      of individual parties who make up the
  Purchaser

              5.2.1

              It
      is agreed that the liability of the individual parties who make up the
      Purchaser for the fulfillment of the Purchaser’s obligations under this
      Agreement are joint and several, except with respect to the following
      obligations:

              5.2.1.1

              Payment
      of the consideration as set forth in sub-clause 5.2.4
    below;

              5.2.1.2

              Construction
      of the Public Buildings as stated in sub-clause 4.12 above, which will be
      solely under the responsibility of the Housing
  Company;

              5.2.1.3

              Declarations
      and undertakings of the individual parties who make up the Purchaser which
      are the subject of sub-clauses 4.1 and
4.2;

              5.2.2

              Without
      derogating from the foregoing in this sub-clause, it is hereby made known
      to the Company by the Purchaser that the individual parties who make up
      the Purchaser are buying the Property Sold according to a division that
      has been decided upon between them prior to the signing of this Agreement,
      without this derogating from any obligations of any of them in accordance
      with the provisions of this Agreement.  Solely for the sake of
      convenience and only for registration purposes, it is agreed that the
      individual parties who make up the Purchaser will be deemed to be
      purchasers of the Company’s Lands in relative shares between them (in
      musha) as
      follows:  the Housing Company – 60%, the Mall Company –
      40%.  For the removal of doubt it is clarified that the
      proportionate shares mentioned above are made known to the Company solely
      for purposes of information, that the Company is not bound in any way in
      relation to such division, and that the aforesaid division does not and
      will not derogate from any of the Company’s rights vis-à-vis the
      individual parties who make up the Purchaser and/or derogate from any of
      the Purchaser’s obligations to the Company (both with respect to the joint
      and several obligations of the individual parties who make up the
      Purchaser to the Company and also in relation to the obligations of any of
      the individual parties who make up the Purchaser severally as against the
      Company, all according to the provisions of this
    Agreement).

              5.2.3

              Cancelled.

              5.2.4

              With
      respect to liabilities for payment of “the consideration” (as
      defined below), the following provisions will
  apply:

              5.2.4.1

              Liability
      for payment of the Basic
      Consideration (as defined below) will be divided in such a way that
      the Housing Company will pay the Company NIS 432,288,000 plus indexation
      differences, out of the Basic Consideration, and the Mall Company will pay
      the Company NIS 288,192,000 plus indexation differences, out of the Basic
      Consideration, all together with V.A.T. as prescribed by law, according to
      the following division:

22

              5.2.4.1.1

              “The First Payment” (as
      defined below) will be divided in such a way that the Housing Company will
      pay the Company NIS 82,362,240 plus indexation differences of the First
      Payment, and the Mall Company will pay the Company NIS 54,908,160 plus
      indexation differences, of the First
Payment.

              5.2.4.1.2

              “The Additional First
      Payment” (as defined below) will be divided in such a way that the
      Housing Company will pay the Company NIS 18,201,600 of the Additional
      First Payment, and the Mall Company will pay the Company NIS 12,134,400 of
      the Additional First Payment, plus indexation
  differences.

              5.2.4.1.3

              “The Later First
      Payment” (as defined below) will be divided in such a way that the
      Housing Company will pay the Company NIS 17,296,070 of the Later First
      Payment and the Mall Company will pay the Company NIS 11,530,714 of the
      Later First Payment, plus indexation
  differences.

              5.2.4.1.4

              “The Second Payment” (as
      defined below) will be divided in such a way that the Housing Company will
      pay the Company NIS 291,676,090 of the Second Payment, and the Mall
      Company will pay the Company NIS 209,618,726 of the Second Payment, plus
      indexation differences.

              5.2.4.1.5

              “The Third Payment” (as
      defined below) will be paid by the Housing Company in full, together with
      indexation differences.

              5.2.4.1.6

              Each
      of the individual parties who make up the Purchaser undertakes to pay
      the Company its share specified above in the Basic Consideration in
      relation to each of the payments mentioned in Clause 6 below and at the
      times specified in Clause 6
below.

              5.2.4.2

              The
      liability for payment of the additional consideration shall be imposed
      solely on the Housing
Company.

              5.2.4.3

              Without
      derogating from the remaining provisions of this Agreement, it is agreed
      that until actual settlement of the Second Payment, in a case of: (1) a
      breach of any of the obligations set forth in sub-clauses 5.2.1.1 to
      5.2.1.3 above, including the obligations to make any payment on account of
      the consideration by any of the individual parties who make up the
      Purchaser, which was not rectified by it within the time specified in this
      Agreement for rectification of the breach and (2) the occurrence of one of
      the events mentioned in sub-clause 18.7 below with respect to any of the
      individual parties who make up the Purchaser (hereinafter: “the Defaulting Individual
      Purchaser”) the following provisions will
  apply:

23

              5.2.4.3.1

              The
      right will be conferred on the Company and the Municipality to cancel this
      Agreement and the Municipality Lands Agreement vis-à-vis the
      Defaulting Individual Purchaser, and to hold forfeit from the Defaulting
      Individual Purchaser the
      full amount of the agreed damages calculated on a basis of the full
      basic consideration as defined in this Agreement and in the Municipality
      Lands Agreement (including by way of foreclosing on the sale process
      guarantee and/or holding forfeit the amounts that were paid to the Company
      and to the Municipality on account of the consideration by the Defaulting
      Individual Purchaser up to such time), with this being in addition to the
      remaining remedies available to the Company and to the Municipality as
      against the Defaulting Individual Purchaser in accordance with any law
      and/or agreement.

              5.2.4.3.2

              An
      individual purchaser who is not the Defaulting Individual Purchaser
      (hereinafter: “the
      Complying Individual Purchaser”) will be given a period of 45 days
      from the date of cancellation of the Agreement as against the Defaulting
      Individual Purchaser (hereinafter in this sub-clause: “the Date of
      Cancellation”), in the course of which the Complying Individual
      Purchaser will be entitled to present for the approval of the Company and
      the Municipality the identity of a third party (hereinafter: “the Substitute on behalf of
      the Purchaser”) who: (1) has irrevocably undertaken in writing
      vis-à-vis the
      Complying Individual Purchaser and vis-à-vis the Company
      and the Municipality to step into the shoes of the Defaulting Individual
      Purchaser under the terms and conditions of this Agreement and to sign the
      transfer documents as defined below with the Company and the Municipality;
      (2) has been approved by the financing bank (if one exists at that stage)
      as being a party who will step into the shoes of the Defaulting Individual
      Purchaser in the contractual arrangement with the financing bank and has
      signed all the documents in connection therewith; and (3) has undertaken
      to the Company and the Municipality to make the additional First Payment
      and/or the later First Payment and/or the second payment, as the case may
      be, within 30 days from the date of its approval as a substitute by the
      Company and the Municipality (and to the extent that the time for making
      the additional First Payment and/or the later First Payment and/or the
      second payment has not yet arrived – to make payment of each of them on
      the due date thereof).  If the Company and the Municipality, in
      their sole discretion, approve the identity of the substitute on behalf of
      the Purchaser (after having been satisfied, inter alia, that the
      substitute has equity capital and financial means to pay its share of the
      consideration without delay and to fulfill the remaining obligations under
      this Agreement and the Municipality Lands Agreement), then the parties
      shall, within 14 days from the date of the approval, sign all the
      documents that will be required by the Company and the Municipality for
      purposes of arranging the substitute on behalf of the Purchaser’s stepping
      into the shoes of the Defaulting Individual Purchaser (hereinafter: “the Transfer
      Documents”), and settlement of the additional First Payment and/or
      settlement of the later First Payment and/or settlement of the second
      payment, as the case may be, will be made not later than 30 days from the
      date of approval of the substitute on behalf of the Purchaser, and to the
      extent that the time for making the additional First Payment and/or the
      later First Payment and/or the second payment has arrived – to make
      payment of each of these on the due date
  thereof.

24

              5.2.4.3.3

              If
      a Substitute on behalf of the Purchaser is not presented to the Company
      and/or if the Substitute on behalf of the Purchaser is not approved by the
      Company and the Municipality within 45 days from the Date of Cancellation
      and/or in a case in which the substitute has not signed the Transfer
      Documents with the Company and the Municipality, then the Company and the
      Municipality will have a period of 45 days in which to present to the
      Complying Individual Purchaser a third party who will step into the shoes
      of the Defaulting Individual Purchaser according to the terms and
      conditions of this Agreement and the conditions of any additional
      agreement that may be signed between the individual parties who make up
      the Purchaser as between themselves at the latest up to the date on which
      the default by the Defaulting Individual Purchaser occurred (hereinafter:
      “the Substitute on behalf
      of the Company and the
Municipality”).

              5.2.4.3.4

              If
      the Company and the Municipality do not present a Substitute on behalf of
      the Company and the Municipality or the Complying Individual Purchaser has
      not approved the identity of the Substitute on behalf of the Company and
      the Municipality, or if the conditions for the substitute stepping into
      the shoes of the Defaulting Individual Purchaser have not been agreed
      between the Complying Individual Purchaser and the Substitute on behalf of
      the Company and the Municipality, then the Company and the Municipality
      will be entitled to cancel this Agreement also vis-à-vis the Complying
      Individual Purchaser, and in a situation in which the identity of the
      Substitute on behalf of the Company and the Municipality has not been
      approved by the Complying Individual Purchaser or in a case in which the
      Complying Individual Purchaser fails to sign the Transfer Documents, then
      and in that event the Company and the Municipality will be entitled to
      agreed damages from the Complying Individual Purchaser in a sum equivalent
      to 10% of the total share of the Complying Individual Purchaser in the
      Basic Consideration in accordance with this Agreement and pursuant to the
      Municipality Lands Agreement (including by way of foreclosure on the Sale
      Process Guarantee and/or the holding forfeit of the amounts which were
      paid up to such time by the Complying Individual Purchaser to the Company
      and the Municipality on account of the
  Consideration).

              5.2.4.3.5

              For
      the removal of doubt it is clarified that cancellation of the Agreement as
      against the Defaulting Individual Purchaser in the circumstances as
      described in sub-clause 5.2.4.3.1 and cancellation of the Agreement as
      against the Complying Individual Purchaser in the circumstances as
      described in sub-clause 5.2.4.3.4 will be deemed to be lawful cancellation
      for all intents and
purposes.

25

              5.2.4.4

              It
      is further clarified for the avoidance of doubt that in the event of a
      breach of any of the Purchaser’s obligations under this Agreement by two
      individual parties who make up the Purchaser or upon the occurrence of one
      of the events mentioned in sub-clause 18.7 below with respect to two
      individual parties who make up the Purchaser, the Company will have all
      the remedies according to any law and agreement available to it as against
      two individual parties who make up the Purchaser (including, and without
      derogating from the generality of the foregoing, a right of cancellation,
      a right to receive agreed damages, and so forth), subject to the
      provisions of sub-clause 18.8
below.

            5.2.5

            The
      Purchaser undertakes that in the agreement between it and the financing
      bank (both in relation to financing of the purchase of the Land and also
      in relation to the construction loan/s) (hereinafter: “the Construction Loan
      Agreement”) the following arrangements and/or provisions will be
      included:

              5.2.5.1

              The
      financing bank’s undertaking to give the Purchaser and/or any of the
      individual parties who make up the Purchaser written warning notice prior
      to a loan being made immediately due and payable in the scope of which
      notice the Purchaser and/or any of the individual parties who make up the
      Purchaser will be given an extension of time to cure the breach in respect
      of which the warning notice was given (hereinafter: “the Warning Notice”),
      except in certain cases as is customary in financing agreements for
      projects of this sort in which the bank reserves the right not to give
      notice.

              5.2.5.2

              The
      financing bank’s obligation to send the Company Warning Notices in each of
      the cases in which the Purchaser will be entitled to receive same,
      simultaneously with sending a Warning Notice to the
    Purchaser.

              5.2.5.3

              An
      arrangement pursuant to which in a situation in which there are grounds
      for making a loan immediately due and payable as against two individual
      purchasers in consequence of which a Warning Notice will be given by the
      financing bank and the time for rectifying the breach that was specified
      in the Warning Notice has passed and the breach has not been cured, then
      and in that event a period of exclusivity will be granted by the bank to
      the Company for a period of 120 days in the course of which the Company
      and the bank will conduct exclusive negotiations with the objective of
      reaching an agreement that will allow the continued implementation of the
      Purchaser’s Project by the Company or by someone on its behalf, whether by
      way of the Company or someone on its behalf stepping into the Purchaser’s
      shoes as a borrower, or by way of the debt being purchased by the Company
      or someone on its behalf, or by way of the purchase by the Company of the
      Company’s Lands and/or the Municipality Lands and/or the Additional Real
      Estate Rights from the bank or through the bank by realization of the
      encumbrance to the financing bank in the court and with its approval, or
      in any other manner to the satisfaction of the bank and the
      Company.  The Purchaser hereby gives its irrevocable consent to
      an arrangement that may be formulated with the agreement of the bank and
      the Company and waives any allegation and/or demand in connection
      therewith, subject to the condition that the bank acts in accordance with
      its obligations according to law, including the fact that the arrangement
      between the bank and the Company shall be made in the course of complying
      with the bank’s obligations to the Purchaser according to law and in
      accordance with the Construction Loan
Agreement.

26

              5.2.5.4

              An
      arrangement pursuant to which in a case where there are grounds for making
      a loan immediately due and payable as against any of the individual
      parties who make up the Purchaser (hereinafter in this sub-clause: “the Defaulting Individual
      Purchaser”) as a consequence of which a warning notice will be
      given by the financing bank in respect of such grounds and the time for
      rectifying the breach as was specified in the warning notice has passed
      and the breach has not been cured, then and in that event an individual
      party who makes up the Purchaser who is not the Defaulting Individual
      Purchaser (hereinafter in this sub-clause: “the Complying Individual
      Purchaser”), or someone on its behalf, whose identity shall be
      approved in advance by the Company and the Municipality in their sole
      discretion (hereinafter: “the Substitute vis-à-vis the Bank”) will have
      the right vis-à-vis the financing
      bank to step into the shoes of the Defaulting Individual Purchaser and
      with respect to its rights in the Purchaser’s Project, on terms and
      conditions as shall be decided with the financing bank, and in such case,
      and subject to compliance by the Substitute vis-à-vis the Bank with the
      conditions set forth in Clause 5.2.4.3.2 above and the Substitute
      vis-à-vis the Bank signing the Transfer Documents, the Substitute
      vis-à-vis the Bank will also be deemed to be a substitute for the
      Purchaser who has been approved by the Company and the
      Municipality.  If grounds for making a loan immediately due and
      payable have occurred, and the Complying Individual Purchaser or someone
      on its behalf has not stepped into the shoes of the Defaulting Individual
      Purchaser, or in a case in which the identity of the entity on behalf of
      the Complying Individual Purchaser has not been approved by the Company
      and the Municipality, then subject to the condition that the Company meets
      the criteria prevailing at that time at the financing bank for approval of
      the identity of a borrower in a project such as the Purchaser’s Project,
      the Company will have the right that “someone on behalf” of the Complying
      Individual Purchaser shall, vis-à-vis the financing
      bank, step into the shoes of the Defaulting Individual Purchaser and its
      rights in the Purchaser’s Project, under such conditions as shall be
      decided with the financing bank as
aforesaid.

              5.2.5.5

              The
      individual parties who make up the Purchaser undertake that in the
      agreement of the individual parties who make up the Purchaser and/or
      another agreement that may be made between them, provisions will be
      included that conform with the contents of sub-clause 5.2.5
      above.

27

            6.

            The
      consideration:

              6.1

              In
      consideration for the Property Sold the Purchaser will pay the Company (in
      accordance with the provisions of sub-clause 5.2 above) a Basic
      Consideration in an aggregate amount of NIS 720,480,000 (seven hundred and
      twenty million four hundred and eighty thousand new shekels), plus
      indexation differences and together with V.A.T. as prescribed by law
      (hereinafter: “the Basic
      Consideration”).  In addition to the Basic Consideration,
      the Housing Company will pay the Company the additional consideration as
      defined in Clause 6.3 below, plus V.A.T. as prescribed by law (the Basic
      Consideration together with the additional consideration will be referred
      to below as: “the
      Consideration”).

              6.2

              The
      Basic Consideration will be paid by the individual parties who make up the
      Purchaser, according to the division described in Clause 5 above, in the
      manner and at the times set forth
below:

              6.2.1

              A
      sum of NIS 137,270,400, together with indexation differences based on
      linkage to the Consumer Price Index and plus interest at an annual rate of
      2.5% in respect of the period commencing from April 15, 2010 and up to the
      date of signing of this Agreement (hereinafter: “the First Payment”)
      shall, on the date of signing of this Agreement, be deposited in a trust
      account to be opened by the attorneys (hereinafter: “the Trust Account” and
      “the First Payment
      Moneys” respectively).  The First Payment shall be paid
      out of the Purchaser's independent resources and without any encumbrance
      over any of the Purchaser’s rights pursuant to this Agreement and/or the
      Company’s Lands.

Contemporaneous
with the deposit of the First Payment Moneys in the Trust Account, the Purchaser
shall lodge with the Trustee a check made payable to the Company in the amount
of the V.A.T. in respect of the First Payment, the due date for payment of which
is blank (hereinafter: “the
Check for V.A.T.”).  The parties hereby instruct the Trustee to
fill in the date of the Check for V.A.T. and to send it to the Company not later
than the 12th of the
month following the month in which the First Payment was deposited with the
Trustee (even if the conditions set forth below for release of the First Payment
Moneys to the Company have not been fulfilled), unless the Trustee has by the
5th
of the aforesaid month received a notice signed by both the parties to the
effect that payment of the aforesaid V.A.T. will be deferred until the 15th of the
month following the month in which the condition precedent for the Municipality
Agreement, as defined below, has been fulfilled (hereinafter: “Notice by the Parties” and
“Date of the Deferred
Payment”, respectively).  In such case, the parties hereby give
the Trustee an instruction to fill in the date of the Check for V.A.T. and to
send the Check for V.A.T. to the Company not later than three days before the
Date of the Deferred Payment.  Against payment of the check to the
Company, the Company shall furnish the Purchaser with a valid tax
invoice.  In a case in which the Company’s tax consultants notify the
Company in writing that it is possible to postpone payment of the V.A.T. that is
the subject of the First Payment to the Date of the Deferred Payment, the
Company undertakes to sign the Notice by the Parties and to deliver same to the
Trustee not later than the 5th of the
month following the month in which the First Payment was deposited with the
Trustee.

28

Within 7
business days from the date on which the condition precedent for the
Municipality Agreement, as defined in sub-clause 10.2 below, is fulfilled, the
Company will register a caveat in favor of the
Purchaser over the Existing Leasehold as defined above (where the rights
according to the Existing Leasehold are in the same condition as they were at
the time of signing of this Agreement).  Simultaneous with the
registration of a caveat over the Existing
Leasehold and registration of a caveat by the Municipality in
favor of the Purchaser over the Municipality’s rights in Parcels 92, 93, 95 and
114 Block 7104 (as stipulated in the Municipality Lands Agreement and in
accordance with the provisions thereof), the Trustee will transfer the First
Payment Moneys together with the fruits, thereof to the Company.  If
the caveats have not
been registered due to an impediment which is not connected with the Purchaser,
the aforesaid caveats
will be registered within 2 business days from the date of removal of the
impediment and upon the registration thereof the Trustee shall transfer the
First Payment Moneys together with the fruits thereof to the
Company.

              6.2.2

              A
      sum of NIS 30,336,000 together with indexation differences (as defined
      above) in respect thereof (hereinafter: “the Additional First
      Payment”), plus V.A.T. as prescribed by law (which shall be paid in
      the manner stated in Clause 6.8 below), shall be paid by the Purchaser
      directly to the Company by way of bank check, within 90 days from the date
      of transfer of the First Payment Moneys from the Trustee to the Company,
      as stated in sub-clause 6.2.1 above.  The Additional First
      Payment shall be paid out of the Purchaser’s own resources and without any
      encumbrance on any of the Purchaser’s rights pursuant to this Agreement
      and/or in the Company’s
Lands.

              6.2.3

              Within
      90 days from the date specified for making of the Additional First
      Payment, a sum of NIS 28,826,784 (together with indexation differences)
      (as defined above) and plus V.A.T. as prescribed by law (which shall be
      paid as stated in sub-clause 6.8 below) shall be paid by the Purchaser to
      the Company by way of bank check (hereinafter: “the Later First
      Payment”), against return to the Purchaser of
      the sale process guarantee.  The Later First Payment shall be
      paid out of the Purchaser’s own resources without any encumbrance on any
      of the Purchaser’s rights pursuant to this Agreement and/or in the
      Company’s Lands.  The Purchaser undertakes to cause an extension
      of the sale process guarantee from time to time in a manner whereby the
      guarantee will remain in force until actual settlement of the Later First
      Payment.  If the sale process guarantee is not extended as
      aforesaid at least 21 days before the date of its expiration, the Company
      will be entitled to foreclose on the sale process
    guarantee.

              6.2.4

              A
      sum of NIS 501,294,816 together with indexation differences (as defined
      above) in respect thereof (hereinafter: “the Second Payment”)
      plus V.A.T. as prescribed by law (which shall be paid as stated in Clause
      6.8 below) shall be paid by the Purchaser directly to the Company: (1) 7
      business days from the date on which notice is given by the Municipality
      to the effect that subject to payment of fees and levies only, it will be
      possible to issue the first building permit (even if such notice relates
      to a building permit that will be issued in relation to only part of the
      Company’s Lands and/or the Municipality Lands and/or the Additional Real
      Estate Rights, but excluding an excavation and shoring permit, a permit
      for a sales office, signboards, fencing and similar other permits that are
      only ancillary and subordinate to the Project) (hereinafter: “the First Building
      Permit” and “Notice Regarding the First
      Building Permit”, respectively), or (2) after the elapse of 24
      months from the date of signing of this Agreement, whichever of (1) or (2)
      is the later.  For the avoidance of doubt it is hereby clarified
      that such notice in relation to a permit for construction of the basement
      floors or part thereof (even if it is issued separately from the building
      permit for the above-ground areas) will be deemed to be Notice Regarding
      the First Building Permit for purposes of this Clause
      6.2.4.  The Second Payment shall be made by way of a bank check
      and subject to fulfillment of the matters set forth in sub-clause 6.2.5
      above.

29

For the
removal of doubt it is clarified that under all circumstances, whether or not a
building permit is issued, irrespective of the reason for the delay in or
failure to issue the building permit, the Second Payment shall be made not later
than the end of 24 months from the date of signing of this Agreement and in
accordance with the provisions of this sub-clause above and sub-clause 6.2.5
below, without being dependent on the fulfillment or non-fulfillment of any
circumstances, including in connection with the issue or non-issue of the First
Building Permit, and shall be in the nature of being an absolute obligation for
payment at the specified times.

The
Purchaser undertakes to notify the Company in writing, in good time, as to the
anticipated date for issue of the First Building Permit.  If up to
such time the loan which is the subject of the existing encumbrances has not yet
been liquidated and discharged, the Company shall issue to the Purchaser an
updated letter of intent from Bank Leumi, within 14 days from the date of
receipt of the Purchaser’s aforesaid notice, stating that against payment of the
amount specified therein (where such amount does not exceed the amount of the
Second Payment less “the trust
moneys” (as same are defined in Clause 6.2.5.6 below) and less the amount
of the betterment levy referred to in sub-clause 11.3.2 below, if it has not yet
been paid) (hereinafter: “Balance of the Loans”), the
existing encumbrances on the Company’s Lands as same are defined above shall be
liquidated and discharged (hereinafter: “the Updated Letter of
Intent”).  The validity of the Updated Letter of Intent will be
extended if necessary, from time to time, in a manner whereby the Updated Letter
of Intent will be in force as at the date of effecting of the Second
Payment.

The
Purchaser undertakes to give the Company written notice about the issue of the
First Building Permit immediately upon receipt thereof, and to furnish the
Company with a copy thereof.

              6.2.5

              The
      Second Payment shall be made in a manner whereby at the date specified in
      sub-clause 6.2.4 above for the making of the Second Payment, the parties
      will meet at the Land Registry, and will simultaneously perform the
      following actions:

              6.2.5.1

              The
      Company will deliver to the Purchaser the certificates mentioned in
      sub-clauses 9.1.2-9.1.3 below, if same have not been delivered up to that
      time.

              6.2.5.2

              The
      Purchaser shall, by way of a bank check, pay the Company and/or Bank Leumi
      and/or the Trustee, as the case may be (and as described below), the
      Second Payment as
follows:

30

              6.2.5.2.1

              The
      sum of the balance of the loans as specified in the Updated Letter of
      Intent (as defined above), if a balance remains at such time in favor of
      Bank Leumi, will be paid to Bank Leumi by way of a bank
    check.

              6.2.5.2.2

              If
      the Company has not furnished the Land Appreciation Tax certificate
      mentioned in Clause 9.1.1(a) below, the trust moneys, as defined in Clause
      6.2.5.6 below, will be paid to the Trustee by way of a bank
      check.

              6.2.5.2.3

              The
      balance of the First Payment will be paid to the Company, by way of a bank
      check.

              6.2.5.3

              The
      encumbrance in favor of the financing bank as defined in Clause 16.7.3
      below, will be registered in accordance with one of the alternatives
      described in Clause 16.7.3 below.  It is agreed that for
      purposes of registration of the encumbrance with the Registrar of
      Companies, delivery of a debenture and an encumbrance registration form to
      the Registrar of Companies, signed by the authorized signatories of the
      Company and duly authenticated, shall be deemed to be registration of an
      encumbrance for purposes of this
sub-clause.

              6.2.5.4

              The
      encumbrance over the Company’s Lands (as defined in Clause 16.7.3 of the
      Municipality Lands Agreement) will be registered in favor of the financing
      bank.

              6.2.5.5

              The
      Company will deliver possession of the Company’s Lands to the Purchaser as
      described in Clause 10 below.  In addition, by virtue of
      delivery of possession of the Company’s Lands, the amount of the V.A.T.
      which is the subject of the Second Payment and the amount of the V.A.T.
      which is the subject of the Third Payment will be paid to the Company by
      the Purchaser at the Date of Delivery of Possession by way of a bank
      check, against a valid tax
invoice.

              6.2.5.6

              Notwithstanding
      the contents of sub-clause 6.2.5.1 above, if at the date of effecting the
      Second Payment, the Land Appreciation Tax certificates mentioned in Clause
      9.1.1(a) below has not been delivered to the Purchaser, then the Company
      will furnish the Purchaser with a letter from Adv. Udi Barzilai, the
      Company’s tax consultant, setting forth an assessment by the tax
      consultant with regard to the amount of the Land Appreciation Tax that
      will be imposed on the Company in respect of the transaction which is the
      subject of this Agreement, after the full objection and appeal proceedings
      according to law have been exhausted, taking into account the full gamut
      of the relevant circumstances that are known at that time (hereinafter:
      “the Tax Consultant’s
      Letter” and “the
      Anticipated Amount of Tax”, respectively).  In such case,
      a deposit will be made out of the Second Payment moneys to the Trust
      Account of an amount equal to the Anticipated Amount of Tax as stated in
      the Tax Consultant’s Letter (hereinafter: “the Trust
      Moneys”).  The Trustee shall hold the trust moneys in its
      possession until the Land Appreciation Tax Certificate mentioned in Clause
      9.1.1(a) below is delivered to the Purchaser, and in accordance with the
      provisions of the written instructions to the Trustee, Appendix 6.2.8 to
      this Agreement.

31

If Adv.
Barzilai is prevented from furnishing the Tax Consultant’s Letter at that time,
then the Company will refer to another tax consultant, in its discretion, for
purposes of obtaining the Tax Consultant’s Letter, provided that the identity of
such tax consultant will be acceptable to the Purchaser (on a basis that the
Purchaser will not be entitled to object to the identity of the tax consultant
except on reasonable grounds).

If the
Tax Consultant’s Letter is not furnished up to the time of making of the Second
Payment, for any reason, then the full Second Payment (except for the amount of
the balance of the loans) will be deposited in trust with the Trustee, until the
Tax Consultant’s Letter is furnished, on a basis that upon the furnishing of the
letter, the Trustee shall transfer the amounts that have been deposited with it,
less the amount of the anticipated tax (as defined above) to the Company, all in
accordance with the provisions of the written instructions to the Trustee,
Appendix 6.2.8 to this Agreement.

              6.2.5.7

              It
      is clarified that the making of the Second Payment in accordance with this
      Clause 6.2 shall be effected simultaneous with the making of the Second
      Payment pursuant to Clause 6.2 of the Municipality Lands Agreement and
      according to the conditions
thereof.

              6.2.5.8

              It
      is hereby agreed that if a registration or procedural problem should arise
      in creating any of the encumbrances included in the encumbrance to the
      financing bank, then the parties will in good time discuss between
      themselves and together with the financing bank the necessity for reaching
      an appropriate arrangement that will be agreed upon by the parties and by
      the financing bank in a manner that allows for the effecting of the Second
      Payment.

            6.2.6

            A
      sum of NIS 22,752,000 together with indexation differences (as defined
      above) in respect thereof (hereinafter: “the Third Payment”)
      will be paid by the Housing Company directly to the Company on the date of
      receipt of “Form 4” with respect to the first commercial areas that will
      be constructed on the Company’s Lands and/or the Municipality Lands and/or
      the Additional Real Estate Rights (except if “Form 4” is received solely
      with respect to the commercial areas that will be located on the first
      floors of the residential buildings in the residential zone, if there are
      such) and against delivery of an irrevocable power of attorney as
      mentioned in Clause 9.2 below and the minutes referred to in Clause 9.2
      below, delivery of the deeds of transfer of right of lease mentioned in
      Clause 9.1.4 below and return of a power of attorney for expungement of a
      caveat mentioned
      in Clause 9.6 below.  The Third Payment shall be made by way of
      a bank check.

32

            6.2.7

            It
      is agreed between the parties that if the Company presents to the Trustee
      demands for payment from the tax authorities, and the Company presents the
      Trustee with a certificate from the Company stating that against the
      making of the payment specified in the demands for payment the certificate
      referred to in Clause 9.1.1(a) below will be issued by the relevant tax
      authority, then the Trustee will be empowered, if the Company has so
      requested from it in writing with a copy to the Purchaser, to make payment
      out of the trust moneys of the payments that are the subject of the
      aforesaid demands for payment to the relevant authority, for purposes of
      obtaining the aforesaid certificate.  The parties hereby
      instruct the Trustee that after the elapse of the time specified in
      sub-clause 9.1.5 for the furnishing of the certificate mentioned in Clause
      9.1.1(a) below, and on a written demand from the Purchaser, the Trustee
      will make use of the Trust Moneys for purposes of making the payments
      demanded for the furnishing of the certificate mentioned in Clause
      9.1.1(a) below, including the furnishing of suitable bank
      guarantees.

            6.2.8

            In
      relation to any amount that may be deposited in trust with the Trustee in
      accordance with the provisions of this Clause 6, the Trustee shall act in
      accordance with the letter of instructions to the Trustee which is
      attached to this Agreement as Appendix
      6.2.8, and deposit of such amount in trust with the Trustee, as
      aforesaid, shall be deemed to be performance of the Purchaser’s obligation
      to pay the aforesaid amount to the
Company.

            6.3

            In
      addition to the Basic Consideration, the Company will be entitled to
      additional consideration from the Housing Company in relation to the
      residential areas that will be erected on Xxxx Xx. 0 and in relation to
      the areas of Plot No. 6, in the scope of the Purchaser’s Project, as
      described below (hereinafter: “the Additional
      Consideration”):

              6.3.1

              The
      terms mentioned in this Clause 6.3 and all the sub-clauses hereof will
      have the meaning ascribed to them in Clause 6.7.1
  below.

              6.3.2

              If
      the average selling price per sq.m. should exceed NIS 15,517 (excluding
      V.A.T.) linked to the upside index as stated in Clause 6.3.4 below
      (hereinafter: “the Basic
      Price”), but be less than NIS 16,379 (excluding V.A.T.) linked to
      the upside index as stated in sub-clause 6.3.4 below (hereinafter: “the Intermediate
      Price”), the Housing Company will pay the Company an amount
      equivalent to the full difference between the Intermediate Price and the
      Basic Price where this is multiplied by the sale areas and the Company’s
      share in the Additional Consideration, plus V.A.T. as prescribed by law
      against receipt of a valid tax
invoice.

For
example–

In a case
in which there has been no rise in the upside index, the average selling price
per sq.m. will be NIS 16,000 (excluding V.A.T.) and the sale areas will stand at
50,000 sq.m., then the Additional Consideration to the Company will
be:

50,000* 75.84%*(16000-15517) = NIS 18,315,360 plus V.A.T. according
to law.

33

            6.3.3

            If
      the average selling price per sq.m. should exceed the Intermediate Price
      (hereinafter: “the High
      Price”), the Housing Company will pay the Company the following
      cumulative amounts, together with V.A.T. according to law and against
      receipt of a valid tax invoice:

              6.3.3.1

              The
      full difference between the Intermediate Price and the Basic Price where
      it is multiplied by the sale areas and by the Company’s share in the
      Additional Consideration.

              6.3.3.2

              50%
      of the difference between the High Price and the Intermediate Price where
      this is multiplied by the sale areas and by the Company’s share of the
      Additional Consideration.

For example
–

In a case
in which the upside index has not risen, the average selling price per sq.m.
will be NIS 18,000 (excluding V.A.T.), the sale areas will stand at 50,000
sq.m., then the Additional Consideration will be the following cumulative
amounts:

50,000* 75.84%*(16379-15517) = NIS 32,687,040 plus V.A.T. according
to law.

50,000* 50%*75.84%*(18000-16379) = NIS 30,734,160 plus V.A.T. according
to law.

And altogether the Additional
Consideration to the Company will amount to a sum of NIS 63,421,200 plus V.A.T.
according to law.

            6.3.4

            The
      Basic Price and the Intermediate Price (as will be updated in accordance
      with the provisions of sub-clause 6.3.5 below to the extent that same are
      updated) will be linked to the index or to the Building Inputs Index,
      according to the index to which the proceeds that will be received from
      buyers of apartments will be linked and as will be mentioned in the sale
      contract with the buyers of apartments (hereinafter: “the Upside Index”) and
      will bear indexation differences at the percentage rise of the Upside
      Index which is known at the time of doing the relevant accounting as
      against the Upside Index that was known at the date of signing of an
      agreement for the sale of the first apartment in the Purchaser’s Project
      between the Purchaser and a third party, while a decline in the Upside
      Index will not lead to a reduction of the Basic Price and the Intermediate
      Price, as the case may be.

            6.3.5

            If
      building construction has been approved to the Housing Company pursuant to
      which the average main area of an apartment will be less than 110 sq.m.
      but will not be less than 91.7 sq.m. and the Company was held liable in
      respect thereof for a betterment levy or payment of betterment and/or if a
      concession was approved to the Housing Company in regard to the adding of
      two additional floors in the buildings on Plot No. 1 from 12 to 14 floors
      and in respect thereof the Housing Company was held liable for a
      betterment levy or payment of betterment (hereinafter jointly: “the Specific Planning
      Changes”), then: (1) the amount of the betterment or the betterment
      levy that was paid by the Housing Company as was fixed according to law as
      a consequence of the approval of the specific planning changes only
      (whichever is the higher) or (2) an amount in a maximum sum of NIS
      10,000,000 linked to the Upside Index (excluding V.A.T.) (hereinafter:
      “the Betterment Tax
      Ceiling”), whichever of (1) or (2) above is the lower (hereinafter:
      “the Determining
      Amount”), where same is divided by the sale areas, will be added
      both to the Basic Price and to the Intermediate
  Price.

34

For the
removal of doubt it is clarified that the aforesaid amount of NIS 10 million is
an upper limit, and that the Determining Amount as defined above (which will be
divided by the sale areas where the result of the division thereof by the sale
areas will be added to the Basic Price and to the Intermediate Price) will under
no circumstances exceed the Betterment Levy Ceiling.

For example
–

In a case
in which the Determining Amount stands at NIS 7,000,000 and the sale areas (of
all the apartments) stand at 50,000 sq.m., the following amount will be added
both to the Basic Price and to the Intermediate Price:

7,000,000
/ 50,000 = NIS 140.0

so that
the Basic Price will stand at NIS 15,657 and the Intermediate Price will stand
at NIS 16,519.

The
Housing Company undertakes to notify the Company, immediately after receiving a
demand from the local committee for payment of betterment or a betterment levy
in connection with any of the specific planning changes.  After
receipt of such notice and if the Company so wishes, the Housing Company will
allow the Company to defend such demand for payment, including the exhausting of
objection and appeal rights according to law, all at the times prescribed by
law.  The Housing Company declares that it is aware that the Company’s
position regarding a reduction of the average main area of the apartments as
aforesaid does not constitute grounds for a betterment levy being charged,
without this constituting a representation and/or promise on the part of the
Company.  It is further clarified that nothing contained in the
provisions of this sub-clause shall constitute a representation and/or any
undertaking by the Company and/or the Municipality and/or anyone on their behalf
in relation to the approval of the specific planning changes.

For the
removal of doubt it is clarified that in every case in which the Determining
Amount as defined in this sub-clause above is lower than (a) the amount of
betterment or the betterment levy which was actually paid by the
Housing Company or (b) the amount of the Betterment Levy Ceiling, including in a
case in which the amount of the betterment or the betterment levy is reduced
after the actual payment thereof (such as – as a consequence of objection and
appeal proceedings), then the necessary adjustments and accounting will be made
as between the parties as a consequence of such reduction.
 
35

            6.3.6

            In
      addition to the amounts mentioned in Clauses 6.3.2-6.3.3 (inclusive), the
      Housing Company shall pay the Company, as part of the Additional
      Consideration, an amount equivalent to one-half of the difference, if any,
      between the selling price (including V.A.T.) in respect of a sale or
      letting under leasehold or conferring of a right of use of any sort of a
      parking place in the Purchaser’s Project that will be paid by any buyer of
      an apartment or any third party (even if he is not a buyer of an
      apartment) in respect of a parking place in the Purchaser’s Project
      (excluding only a price that will be paid by any buyer of an apartment in
      respect of a first parking place for an apartment) and a sum of NIS
      100,000 (including V.A.T.) for each parking place (for the avoidance of
      doubt it is clarified that this price is a consideration for all the
      direct and indirect costs connected with the construction of parking
      places as aforesaid, including and without derogating from the generality
      of the foregoing, the envelope of the parking places, sprinklers, fire
      extinguishing systems, planning and so forth, all until receipt of Form 4
      in respect of the aforesaid parking places) (where same is linked to the
      Upside Index commencing from the date of a sale agreement in respect of
      the first apartment in the Purchaser’s Project between the Housing Company
      and a third party and up to the time of any actual payment), where this is
      multiplied by the Company’s share in the Additional
      Consideration.

            6.4

            The
      Additional Consideration will be calculated and paid at the following
      times:

              6.4.1

              Interim
      accounting

              6.4.1.1

              On
      the 5th
      of the first month of each calendar quarter, commencing from the date of
      signing of the first agreement for the sale of an apartment between the
      Housing Company and a buyer of an apartment, an interim accounting will be
      done in relation to the Additional Consideration in respect of the
      proceeds of the sales that have been received by the Purchaser in the
      preceding quarter (hereinafter: “the Interim
      Accounting”).  The Interim Accounting will be carried out
      with respect to each and every apartment the proceeds in respect of which
      were paid in the preceding quarter in a manner whereby the average selling
      price per sq.m. for each apartment will be determined on a basis of the
      total proceeds of the sales which were received in respect thereof in the
      preceding quarter (hereinafter: “Proceeds of the
      Quarter”) where same is divided by “the partial sale
      area”.

For
purposes of this sub-clause “the partial sale area” means:
the sale areas (as defined below) which are the subject of each apartment where
same are multiplied by the ratio between the Proceeds of the Quarter for the
apartment (without indexation differences in respect thereof) and the total
proceeds specified for the apartment in the relevant sale contract.

The
Company’s share in the Additional Consideration in accordance with the Interim
Accounting for each quarter will be paid to the Company within 14 days from the
date on which such accounting is conducted.
 
36

              6.4.1.2

              The
      Interim Accounting in each quarter will be carried out on a cumulative
      basis having regard to the proceeds, the sale areas which are the subject
      of those proceeds and having regard to the Additional Consideration in
      respect of the quarters which preceded it.  It is hereby agreed
      that only commencing from the date of payment of the full Basic
      Consideration, to the extent that it becomes apparent at the time of
      conducting any Interim Accounting that overpayments of the Additional
      Consideration, on a cumulative basis, have been paid to the Company, the
      Company will refund to the Housing Company the amounts that were overpaid
      to it as aforesaid, where such amounts are linked to the Upside Index
      commencing from the date of the last accounting and up to the date of the
      actual refund thereof, plus V.A.T. according to law, against receipt of a
      valid tax invoice.

            6.4.2

            Final
      accounting

Not later
than 7 days from the date of first occupation of the last residential building,
a final calculation will be made of the Additional Consideration in relation to
all the apartments in the Purchaser’s Project (hereinafter: “the Final
Accounting”).

In the
scope of the Final Accounting, the Additional Consideration that is due to the
Company will be calculated in relation to all the apartments in the Purchaser’s
Project on a basis of all the sale areas and all the proceeds of sales
(hereinafter: “the Final
Additional Consideration”).

If the
Final Additional Consideration should exceed the total amounts that are the
subject of the Additional Consideration that has been paid to the Company up to
such time, the balance will be paid to the Company, together with V.A.T.
according to law, within 14 days from the date of calculation of the Final
Accounting, where same is linked to the Upside Index from the date of the
accounting and up to the date of actual payment thereof to the
Company.  As against that, if the payments that have been paid by the
Housing Company to the Company up to such time exceed the total Final Additional
Consideration, the Company will refund to the Housing Company the amounts that
were overpaid to it as aforesaid, where same are linked to the Upside Index from
the date of the last Interim Accounting and up to the date of the refund thereof
to the Housing Company, within 14 days from the date of calculation of the Final
Accounting.

            6.5

            As
      security for payment to the Company of the Additional Consideration, the
      Housing Company shall deliver to the financing bank an irrevocable
      instruction in relation to the account in which the total proceeds that
      will be received from the buyers of apartments will be deposited
      (hereinafter: “the
      Proceeds Account”) pursuant to which the Housing Company will
      instruct the financing bank to act in accordance with the instructions of
      the arbiter as defined in sub-clause 6.7 below, in connection with the
      release of money from the Proceeds Account to the Company, in accordance
      with the results of the Interim Accountings that will be conducted between
      the parties as stated in sub-clause 6.4.1 above and that it should not
      allow the Housing Company to withdraw/transfer any money from the Proceeds
      Account (including a transfer of money from the Proceeds Account to the
      Housing Company’s expenses account), unless at the time of any such
      withdrawal/transfer an early interim accounting is done, and in accordance
      with the results thereof money will simultaneously be transferred to the
      Company out of the Proceeds Account in accordance with the instructions of
      the aforesaid arbiter.  In the event that the financing bank
      refuses to act in accordance with such irrevocable instructions, other
      collateral will be decided upon by the parties to secure payments of the
      Additional Consideration, to the satisfaction of the
      Company.  The Housing Company undertakes that the Mall Company
      will not be a partner and/or a holder of rights and/or a beneficiary in
      the Proceeds Account, that the Proceeds Account will be specifically
      earmarked solely for proceeds that will be received from the buyers of the
      apartments, that all the proceeds that will be received from buyers of
      apartments will be deposited solely in the Proceeds Account, and it
      undertakes to include an appropriate provision in the sale agreements with
      the buyers of the apartments.  The Housing Company further
      undertakes that the Proceeds Account will be encumbered only to the
      financing bank (subject to the Company’s rights to receive proceeds in
      accordance with this sub-clause 6.5 and the rights of the Municipality to
      receive proceeds in accordance with Clause 6.5 of the Municipality Lands
      Agreement), and that no rights of whatsoever nature therein will be
      granted to any third party.

37

                6.6

                Once
      each month, not later than the 15th
      of the succeeding calendar month, the Housing Company shall deliver to the
      Company a detailed report of the sales that were made by the Housing
      Company in the preceding month and of the proceeds of sales that are the
      subject of the aforesaid sales.  The Company will be entitled to
      examine the report itself and/or through an accountant on its behalf, and
      the Housing Company undertakes to furnish the Company and/or the aforesaid
      accountant with all information and/or any document that may be demanded
      for purposes of the aforesaid
examination.

                6.7

                Differences
      of opinion between the parties in connection with the calculation of the
      Additional Consideration will be brought for the decision of Xxx Xxxxxx,
      C.P.A., or if he is prevented from serving as arbiter, another partner in
      his office, following a request from one of the parties to him
      (hereinafter in this sub-clause: “the
      Arbiter”).  The Arbiter will be entitled for purposes of
      making a calculation of the areas to be assisted by a real estate
      appraiser and/or surveyor.  The Arbiter will act as an expert
      and not as an arbitrator, and his decision shall be final and binding on
      the parties.

                6.7.1

                For
      purposes of this Clause 6, the following terms and expressions will have
      the meanings set opposite them:

                6.7.1.1

                “Sale areas” – the
      effective total of the areas of the apartments (which will be measured in
      relation to each and every apartment according to the definition of the
      term effective area of an apartment, as elucidated below), plus the
      following areas (which will also be measured in relation to each apartment
      separately in accordance with the provisions set forth in Clause 6.7.1.3
      below): 33% of the areas of enclosed or open porches that are linked to
      the apartments, 20% of the areas of the storerooms that are linked to the
      apartments, 20% of the areas of one parking place which is linked to the
      apartment (as distinct from additional parking places in excess of one
      parking place per apartment), 5% of the areas of the gardens that are
      linked to the apartments, and together with the pro rata share of the
      apartment in the landing of its floor.  Under all circumstances
      it is hereby clarified that for purposes of calculating “the sale areas”,
      areas will be counted once
only.

38

                6.7.1.2

                “Effective area of
      apartment” –

The area
contained in the polygon created by the lines that pass over the outer side of
the external walls of the apartment.
 
For these
purposes –

                (1)

                “External
      wall” – a wall which separates between the apartment and what is outside
      of it, including between the apartment and a sun porch, between it and a
      common area on the floor or between it and another apartment or
      plan;

Where the
external wall separates between the apartment and another apartment, the line of
the aforesaid polygon will pass through the center of the external
wall;

                (2)

                “The
      outer sides of an external wall” – the sides of the wall without
      finishing; in a case of a wall with stone cladding, the sides of the wall
      will include the cladding.

                (3)

                In
      a multi-level apartment the area will be calculated and particularized
      with respect to each level in the apartment; the area of the apartment
      will be the total areas of all the levels in the
  apartment.

The area
of each set of stairs in an apartment will be calculated once only according to
the horizontal projection of all the sloping and horizontal surfaces; the area
will be added to the level which ascends from the flight of
stairs.

                (4)

                In
      calculating the area only the areas the height of which conforms with what
      is required under the Planning and Building Regulations (Application for
      Permit, Conditions thereof and Fees), 5730-1970 (hereinafter: “the Planning and Building
      Regulations (Application for Permit)) will be
    included.

                6.7.1.3

                The
      areas of the porches, storerooms, parking places and the gardens will be
      measured and calculated in accordance with the following
      provisions:

                6.7.1.3.1

                Areas
      of enclosed or open porches that are linked to apartments – the floor area
      that falls within the polygon created by the lines that pass through the
      outer sides of the external walls or the constructed railings of the
      porches and through the outer sides of the walls of the apartments that
      border on the porch.

                6.7.1.3.2

                Areas
      of storerooms linked to apartments – the floor area that falls between the
      walls of the storeroom plus the area of the wall; where the storeroom wall
      separates between it and part of another storeroom/area, only the area
      below one-half of the width of the wall will be included; where the
      storeroom wall borders on a common area, the area of the wall will be
      included in its entirety.

39

                6.7.1.3.3

                Areas
      of parking places – (area of one parking place which is linked to an
      apartment) – the floor area of the parking place without walls and/or
      thoroughfares.

                6.7.1.3.4

                Areas
      of gardens that are linked to apartments – the garden area includes the
      area of the walls which support the perimeter
  thereof.

                6.7.1.3.5

                “Floor landing” – the
      area that falls within the lines that pass between the outer walls of the
      floor landing (excluding shafts and voids), including one-half only of the
      area of the stairwells that are located between the relevant floor and the
      floor below it, which will be calculated according to the horizontal
      projection of the sloping and horizontal
  surfaces.

                6.7.1.4

                “Sale proceeds” – all
      the amounts (excluding V.A.T.) that will actually be received from the
      buyers of the apartments and/or in connection with the sale of the
      apartments to the buyers of the apartments, including by virtue of sale
      agreements and addenda to such agreements (including consideration in
      respect of one parking place per apartment, porches, roofs, storerooms,
      gardens, basements and so forth), and any additional consideration that
      may be received from buyers of the apartments including, and without
      derogating from the generality of the foregoing, penalty interest and
      indexation differences that will be received from buyers of the apartments
      in respect of arrears and agreed damages in respect of a cancellation of
      agreements / contractual arrangements, together with indexation
      differences to the Upside Index at the percentage rise in the known Upside
      Index at the time the relevant accounting is done, as against the Upside
      Index which was known at the time each payment was actually made by the
      buyers of the apartments, where a fall in the Upside Index will not lead
      to a reduction in the amount of the sale
  proceeds.

It is
clarified that in calculating the sale proceeds, the following payments will not
be taken into account:

                6.7.1.4.1

                Any
      payment for alterations and additions in excess of the specification for
      the apartments, as defined in Clause 6.10.1 below, in the event that same
      are paid directly to the executing contractor, and which are not due to
      the Housing Company, directly or
indirectly.

                6.7.1.4.2

                That
      portion of the payment in respect of legal expenses and attorneys’ fees
      which will be collected from the buyers of apartments (hereinafter: “the Legal Expenses”)
      and which will be paid by the Housing Company to the attorneys who
      represent it in the sale agreements with the buyers of
      apartments.  The balance of the Legal Expenses (which is not
      transferred by the Housing Company to the aforesaid attorneys) will be
      included as part of the sale
proceeds.

40

                6.7.1.4.3

                Payment
      of buyers of apartments for water, electricity and gas meters and other
      accessories such as that which will be purchased for them by the Housing
      Company, on a basis that the full payment by the buyers of apartments will
      be transferred onwards to the aforesaid suppliers of the
      accessories.

                6.7.1.4.4

                Payments
      by buyers in respect of refund of fees, costs of preparation of drawings
      and payment to the Municipality in respect of the signing of the
      condominium registration documents referred to in sub-clause 9.9.1 below,
      provided that the total amount per apartment in respect of the components
      mentioned in this sub-clause shall not exceed NIS 5,000 (excluding
      V.A.T.), where same is linked to the Upside Index commencing from the date
      of signing of this Agreement and up to the date of the relevant
      accounting.

                6.7.1.4.5

                Payments
      of management fees will be paid directly by the buyers of apartments to
      the management company (and which are not payable, in whole or in part, to
      the Housing Company, directly or
indirectly).

                6.7.1.5

                “Average selling price per
      sq.m.” – the total sale proceeds where same are divided by the
      total sale areas.

                6.7.1.6

                “The Company’s share in the
      Additional Consideration” –
75.84%.

                6.8

                Value
      Added Tax payments

Each
payment imposed on any of the parties according to this Agreement shall be paid
together with V.A.T. according to law, against receipt of a valid tax invoice
and against furnishing of a certificate in regard to deduction of tax at
source.  In the case of amounts which have been specifically stated in
this Agreement as including V.A.T., no V.A.T. shall be added in respect
thereof.

It is
agreed that the V.A.T. payments in respect of each and every payment of the
Consideration (both with respect to the Basic Consideration and also in relation
to the Additional Consideration) shall be paid by a post-dated check the due
date for payment of which is 3 business days before the date on which the
recipient party is obliged to transfer the V.A.T. to the tax authorities in
respect of the payment.  Notwithstanding the foregoing it is agreed as
follows: (1) payment of V.A.T. in respect of the First Payment will be paid in
accordance with the provisions of sub-clause 6.2.1 above (2) payment of V.A.T.
in respect of the Second Payment and the Third Payment shall be made by a bank
check at the same time at which the Second Payment is paid.

41

For the
removal of doubt it is clarified that the time of payment of the V.A.T. in
respect of payments of the Consideration as specified in this Agreement is the
time specified in this sub-clause 6.8.

If an
approval is received from the V.A.T. authorities in accordance with Section 20
of the Value Added Tax Law, 5736-1975, the parties undertake (without derogating
from any of their rights according to law) to act in accordance with the
aforesaid approval with respect to each payment that will be paid as from the
date of receipt of the approval.  If the signature of the Company on
forms / documents is required for purposes of obtaining such approval, the
Company will sign such forms / documents subject to the condition that the forms
/ documents shall not impose any financial obligations on the
Company.

                6.9

                Xxxx
      Xx. 0

                6.9.1

                It
      is agreed between the parties that if any of the built areas on Plot No. 6
      should be zoned or designated for use which is not residential, then the
      Additional Consideration to which the Company will be entitled in respect
      of the proceeds of any transactions (including sale and/or lease and/or
      operation and so forth) that may be made in relation to Plot No. 6 will be
      according to a mechanism that will be agreed between the
      parties.

                6.9.2

                The
      Housing Company shall notify the Company and the Municipality shortly
      after the date on which a decision is taken in connection therewith as to
      the intended zoning for Xxxx Xx. 0 and in accordance therewith the
      Company, the Municipality and the Housing Company will discuss the laying
      down of the agreed mechanism for determining the Additional Consideration
      in Plot No. 6.

                6.9.3

                It
      is hereby expressly agreed, that notwithstanding anything else contained
      in this Agreement, as long as no mechanism has been agreed in writing
      between the Company, the Municipality and the Housing Company for the
      Additional Consideration in respect of Xxxx Xx. 0, the Housing Company
      will not be entitled to enter into sale and/or lease transactions and/or
      contractual arrangements and/or other transactions of whatsoever nature in
      connection with Plot No. 6, whether with respect to the land or with
      respect to the built areas.

                6.9.4

                For
      the avoidance of doubt it is hereby clarified that if the actual use that
      will be planned or will be made of Plot No. 6 is for residential purposes,
      then the Additional Consideration to which the Company will be entitled in
      relation to the proceeds from Plot No. 6 will be as stipulated in Clauses
      6.3-6.6 above.

                6.10

                Provisions
      regarding the standard of building and technical specifications which will
      be attached to the sale agreements with buyers of
      apartments

                6.10.1

                The
      building construction in the residential purposes section and the
      apartments therein shall be built at a standard which shall not be
      inferior to the standard described in the main features of the
      specification, the simulations and in the photographs that are attached to
      this Agreement as Appendix
      6.10.1, whichever is the higher (hereinafter: “the Basic
      Specification”).

42

                6.10.2

                The
      apartments shall be sold to the buyers of apartments according to a
      technical specification that shall not be inferior to the Basic
      Specification (hereinafter: “the Apartments
      Specification”).

                6.10.3

                Alterations
      and additions in relation to the Apartments Specification shall be
      requisitioned directly by the buyers of apartments from the executing
      contractor.  Any payment for alterations and additions as
      aforesaid shall belong to the executing contractor and will not be
      included in the sale proceeds.  If and to the extent that the
      Housing Company should receive any payments that are connected with the
      aforesaid alterations and/or additions, directly or indirectly, then those
      payments will be added to the sale
proceeds.

                The
      Housing Company undertakes that if a credit should be due in respect of
      cancellation of works that are included in the Apartments Specification,
      it will be obtained from the executing
  contractor.

                6.11

                Anticipation
      of payments

It is
hereby agreed that the Purchaser will have the right to anticipate any of the
payments of the Consideration, including the Additional Consideration, with it
hereby being agreed as follows: (1) in relation to the bringing forward of any
of the payments of the Basic Consideration, such anticipated payment shall be
made at a discount rate of 4% per annum; (2) with regard to the bringing forward
of any of the payments of the Additional Consideration, such anticipated payment
shall be made by way of conducting an interim accounting at the dates earlier
than the dates specified in Clause 6 above for the conduct thereof, without such
anticipated payment causing any reduction in the extent of the payments of such
Additional Consideration that have been brought forward; (3) every anticipated
payment shall be made both vis-à-vis the Company and
also vis-à-vis the
Municipality, all subject to the giving of written notice to the Company and to
the Municipality at least 7 business days in advance.

                7.

                Development of open
      public areas and maintenance
thereof

                7.1

                Without
      derogating from the contents of sub-clause 1.7 above, and in addition
      thereto, the Housing Company undertakes to develop and erect open public
      areas (which are marked in green on the Leasehold Drawings and which – as
      stated in Clause 1.6(a) above – are not part of the Property Sold and will
      remain in the sole ownership and possession of the Municipality)
      (hereinbefore and hereinafter: “the Open Public
      Areas”), and shall do so on its account and at its sole expense, in
      accordance with the provisions of Paragraph 9.6 of Plan
      TA/3001.  The Housing Company further undertakes that the
      current maintenance of the Open Public Areas will be performed through a
      management company on its behalf or on behalf of the residents of the
      buildings that will be erected by the Purchaser or on behalf of the
      representative committee of the condominiums (hereinafter: “the Management
      Company”), with such maintenance being at its expense or at the
      expense of the Management Company, at an appropriate standard and
      according to the customary standard for open public areas of this
      sort.  It is agreed that any transaction or transactions that
      may be made from time to time, if made, in the Remainder of the Project
      Lands shall include provisions that shall bind the buyer/s of the
      Remainder of the Project Lands or any part thereof, to bear their pro rata share of the
      cost and maintenance of the Open Public Areas, which shall be the same
      ratio as the ratio between the building rights (main areas) of each owner
      of rights who has acquired rights from the Municipality and the Company as
      against all the building rights (main areas) in the Project
      Lands.

43

It is
further agreed that the Company will not be liable (as distinct from the buyers
of rights from the Company in the Remainder of the Project Lands who will be
liable) for payment of any sort to the Purchaser and/or to the Management
Company and/or to the buyers of apartments and/or to the representative
committee of the condominiums and/or to any other body in respect of the
management and maintenance of the Open Public Areas, including payment of
management fees, maintenance fees, operational charges and any other
payment.  The Purchaser undertakes that it will include such a
provision in the sale contract between it and third parties (including the sale
agreements with buyers of apartments).

In a case
in which maintenance of the Open Public Areas is not performed in the manner
described above, the Municipality will be entitled (but not obliged), after the
giving of 45 days prior written warning and an opportunity to rectify the
breach, to perform the maintenance of the Open Public Areas itself and to charge
the Housing Company or the Management Company or the house committee or the
representative committee of the condominiums (and if such representative
committee has not been established, then the residents) at the tariffs
prevailing for the time being in accordance with the actual results of the
Municipality’s tenders for the maintenance of open public areas of a similar
type to the aforesaid Open Public Areas.  It is clarified that nothing
in the provisions of this sub-clause 7.1 shall derogate from the provisions of
sub-clause 9.9.1 below.

                7.2

                It
      is clarified that where the Housing Company has established the Management
      Company, as defined above, and has held the buyers of apartments (alone or
      together with the occupants of the commercial areas) liable to bear their
      pro rata share of
      the cost of maintenance of the Open Public Areas as aforesaid, the Housing
      Company will no longer be liable to the Municipality in connection with
      the maintenance of the Open Public Areas.  Without derogating
      from the contents of Clause 16 below, it is agreed that the Housing
      Company will be entitled to transfer its obligations for erecting the Open
      Public Areas and for establishing a management committee for purposes of
      maintenance of the Open Public Areas to a transferee who acquires rights
      from the Housing Company in the residential section, to the extent that
      such transfer of rights has been approved in accordance with the
      provisions of Clause 16 below.  Where the Housing Company has
      transferred its obligations in the manner stated above in this sub-clause
      7.2, the provisions of sub-clause 7.1 above shall apply to the
      transferee.

                7.3

                If
      the Housing Company has requested to effect a transfer of its obligations
      in connection with the Open Public Areas which is not in accordance with
      the provisions of sub-clause 7.2 above, then such transfer shall require
      the prior written consent of the Municipality, which shall not
      unreasonably withhold such consent.  It is clarified that the
      only factor the Municipality shall be entitled to consider for purposes of
      giving consent as aforesaid and the conditions thereof is the guaranteeing
      of construction and maintenance of the Open Public Areas and the setting
      up of a management company as described
above.

44

                7.4

                It
      is agreed that the provisions of sub-clauses 7.2-7.3 above shall also
      apply in relation to any transferee who may acquire any rights in the
      Project Lands from the Purchaser and/or from the Purchaser’s
      transferees.

                7.5

                Nothing
      contained in sub-clauses 7.2-7.4 above shall derogate from the provisions
      of Plan TA/3001.

                7.6

                Open
      private area

Without
derogating from the Purchaser’s obligations as set forth in sub-clause 1.7
above, and in addition thereto the Purchaser undertakes, in relation to the
Company’s Lands and to the Municipality Lands, to comply with the provisions of
Plan TA/3001 in relation to the open private areas as described in sub-paragraph
9.6 of Plan TA/3001 and as shall actually be built in accordance with the
Amended Architectural Design Plan referred to in sub-clause 4.19 above, with it
being agreed that in the scope of the examination by the Administration of the
Amended Architectural Design Plan the division of the open private areas as
between the Company’s Lands and the Municipality Lands and the Remainder of the
Project Lands shall, inter
alia, be examined.  The Purchaser further undertakes to bear
the expenses for maintaining the open private areas that will be erected by it
in the Purchaser’s Project.

It is
clarified that in a case in which the Purchaser has established the Management
Company, as defined above, and has charged the buyers of apartments (alone or
together with the occupiers of the commercial areas) to bear the costs of
maintenance of the open private areas that will be constructed by it in the
Purchaser’s Project, the Purchaser will no longer be liable to the Company in
connection with the maintenance of the open private areas.

                8.

                Traffic solution –
      Paragraph 14.7 of Plan
TA/3001

It is
agreed that in the scope of performing the accounting between the Municipality
and the Company, implementing of the traffic solution for purposes of Paragraph
14.7 of Plan TA/3001 has been guaranteed by the Company, in its own name and on
behalf of the Purchaser and/or any future applicant for a permit.  The
Municipality has undertaken (and this has also found expression in the
Municipality Lands Agreement, as defined above) that in a case in which the
Local Committee does not order the performing of an accounting as aforesaid
which ensures performance that complies with the conditions of Paragraph 14.7 of
Plan TA/3001, the Municipality will take steps, which will not be on the
Purchaser’s account and not on the account of a future applicant for a permit,
to comply with the conditions that are demanded by the Local Committee for
purposes of fulfilling the contents of sub-paragraph 14.7 of Plan TA/3001, all
in a manner that does not delay the issue of the building permit.

The
Purchaser and/or any future applicant for a permit shall support a reasonable
traffic solution that will be proposed by the Municipality and/or the Local
Committee, will not object to such solution and will not have any allegation
and/or demand and/or claim, including for compensation, against the Municipality
and/or against the Local Committee, in connection with such
solution.

45

                9.

                Registration
      of leasehold, easement and tax certificates:

                9.1

                The
      Company undertakes to furnish the Purchaser with the approvals and
      certificates described below, at the times specified in sub-clause 9.1.5
      below:

                9.1.1

                (a)
      Land Appreciation Tax and Sales Tax certificates (if any), from the Land
      Taxation authorities for purposes of the registration in the name of the
      Purchaser in the Land Registry of the leasehold rights in the Company’s
      Lands, and (b) copies of Land Acquisition Tax certificates, Land
      Appreciation Tax and Sales Tax certificates from the Land Taxation
      authorities for purposes of the registration of the leasehold rights in
      the Company’s Lands in the name of the Company, in the text of the
      certificates attached to this Agreement as Appendix
      9.1.5.

                9.1.2

                A
      certificate from the Property Tax authorities, to the extent that same
      applies, in regard to the Company owing no debt for Property Tax, for
      purposes of the registration, in the Land Registry, in the name of the
      Purchaser, of the leasehold rights in the Company’s
  Lands.

                9.1.3

                A
      certificate from the Municipality and the Local Committee (in respect of
      the period up to the date of delivery of the right of use) for purposes of
      the registration in the name of the Purchaser, in the Land Registry, of
      the leasehold rights in the Company’s Lands.  It is clarified
      and agreed that the amount of the betterment levy as stated in the agreed
      betterment levy assessment as defined in sub-clause 1.9 above, solely in
      respect of the Company’s Lands, will be paid and defrayed by the Company
      to the Municipality within 30 days from the date of delivery of the right
      of use in accordance with the provisions of Clause 10
      below.  The certificate shall be delivered to the Purchaser at
      the latest within 12 months from the date of signing of this Agreement or
      within 30 days from the date on which approval of the Local Committee for
      the issue of the first Building Permit (as defined in sub-clause 6.2.4
      above) on conditions is exhibited to the Company, whichever is the
      later.

It is
clarified and agreed that upon the first delivery of the certificate mentioned
in this sub-clause 9.1.3, the Company will have fulfilled all its obligations in
connection with the furnishing of the aforesaid certificate.  In a
case in which an extension or update of such certificate is required after it
has already been produced, and/or in a case in which for purposes of obtaining
such certificate at a deferred date, the making of payments to the authorities
mentioned in this sub-clause is required, the responsibility shall be imposed on
the Purchaser and at its expense.

It is
further agreed that if for purposes of furnishing the certificates mentioned in
this sub-clause, the making of a payment is required where the obligation for
payment thereof is imposed on the Purchaser, in accordance with the provisions
of Clause 11 below, the Purchaser undertakes to pay such amount immediately so
as to facilitate the issue of the certificate.  In a case in which the
Purchaser does not pay the payment which is under its responsibility as
aforesaid, then, subject to the effecting of the payments that are imposed on
the Company pursuant to Clause 11 below (to the Purchaser or to the relevant
authorities, at the election of the Company), the Company will be exempt from
furnishing the aforesaid certificate.

46

                9.1.4

                Deeds
      of transfer of a right of lease, duly signed and authenticated by the
      Company for purposes of registration in the name of the Purchaser, in the
      Land Registry, of the leasehold rights in the Company’s
    Lands.

                9.1.5

                Land
      Appreciation Tax and Sales Tax certificates, if any, in connection with
      the transaction that is the subject of this Agreement, shall be delivered
      to the Purchaser within 12 months from the date of actual payment of the
      full Basic Consideration.  Copies of Land Acquisition Tax, Land
      Appreciation Tax and Sales Tax certificates from the Land Taxation
      authorities for purposes of registration of the leasehold rights in the
      Company’s Lands in the name of the Company, in the text attached to this
      Agreement as Appendix
      9.1.5, are being delivered to the Purchaser at the time of signing
      of this Agreement.  A Property Tax certificate referred to in
      sub-clause 9.1.2 will be furnished to the Purchaser up to the date of
      making of the Second Payment.  The deeds mentioned in Clause
      9.1.4 and the Company’s minutes referred to in sub-clause 9.2 will be
      delivered to the Purchaser against payment of the full Basic Consideration
      to the Company as stated in Clause 6
above.

                9.2

                On
      the date of payment of the full Basic Consideration, the Company will
      deliver to the Purchaser an irrevocable power of attorney in the text
      attached to this Agreement as Appendix
      9.2, empowering the appointed attorney to register a transfer of
      the leasehold rights in the Company’s Lands in the name of the Purchaser
      in the Land Registry.  On the aforesaid date the Company will
      also furnish the Purchaser with the Company’s minutes confirming and
      approving the Company’s entering into this Agreement and the giving of the
      power of attorney as mentioned above in this sub-clause
      9.2.  The aforesaid appointed attorney shall not make use of the
      power of attorney except only in accordance with the provisions of this
      Agreement.  The power of attorney will be signed at the time of
      signing of this Agreement and shall be lodged with the Trustee in
      accordance with the letter of instructions to the Trustee which is
      attached hereto as Appendix 6.2.8.

                9.3

                Registration
      of the leasehold rights in the Company’s Lands in the name of the
      Purchaser shall be effected only in accordance with the deeds of transfer
      of the right of lease that will be delivered to the Purchaser by the
      Company in accordance with the provisions of Clause 9.1.4 above, and the
      Purchaser and/or anyone on its behalf through their appointed attorneys,
      will be entitled to make use of the power of attorney for purposes of
      executing registration of such leasehold only in accordance with what is
      stated in such deeds of transfer of the right of lease.  The
      Company undertakes to sign all the additional documents that are normally
      required (in addition to the aforesaid deeds of transfer of the right of
      lease) for purposes of registration of the leasehold in the name of the
      Purchaser, provided that this does not have the effect of imposing any
      obligations and/or expenses on the Company which go beyond its express
      obligations under this Agreement.

                9.4

                Upon
      registration of the parcellation as referred to in sub-clause 9.8 below,
      registration of the rights of leasehold in the Company’s Lands in the name
      of the Company and the furnishing of the certificates mentioned in
      sub-clauses 9.1.1-9.1.3 above, the deeds of transfer of the right of lease
      referred to in Clause 9.1.4 above and the power of attorney and the
      minutes mentioned in sub-clause 9.2 above, the Company will be deemed to
      have fulfilled its full obligations in connection with registration of
      transfer of the leasehold rights in the Company’s Lands in the name of the
      Purchaser.  It is clarified that all the expenses in respect of
      registration of the rights in the name of the Purchaser shall be borne and
      paid by the Purchaser.

47

                9.5

                The
      Purchaser hereby undertakes to perform registration of the leasehold
      rights in the Company’s Lands in its name, in the Land Registry, at the
      earliest possible time that it can do so subject to the provisions of this
      Agreement, and included in this the Purchaser undertakes to prepare the
      registration file and the documents required for purposes of executing the
      registration and to procure all the certificates and approvals that it is
      responsible for obtaining for purposes of executing the registration, and
      to prepare the Transfer Documents (deeds, applications and similar other
      documents) and subject to the contents of sub-clause 9.3 above, until
      registration of the aforesaid rights has been effected in the name of the
      Purchaser in the Land Registry.  The Purchaser undertakes that
      it will send the aforesaid registration documents for the Company’s
      perusal prior to actual execution of registration, at least 7 days before
      lodging of the registration documents with the Land
    Registry.

It is
agreed that at the time of signing of this Agreement the text of a
document of special conditions for the leasehold (Appendix 1.6 to this
Agreement) is being signed by the parties for purposes of it being attached as
an appendix to this Agreement, on a basis that after full payment of the Basic
Consideration to the Company and the Municipality, the Municipality and the
Purchaser will sign the Special Conditions Document in relation to the Company’s
Lands, as stated in sub-clause 9.2 of the Municipality Lands
Agreement.

The
Purchaser undertakes to act in a such a manner that registration of the
leasehold rights in the Company’s Lands in its name as stated in this sub-clause
9.5 will be completed within a period of three (3) years from the date on which
the approvals and certificates mentioned in sub-clauses 9.1.1-9.1.4 above have
been received by the Purchaser, provided that up to such time the parcellation
has been registered and the leasehold rights in the Company’s Lands have been
registered in the Company’s name, or after the elapse of 6 months from the date
of registration of the leasehold rights in the Company’s Lands in the name of
the Company, whichever is the later.  It is agreed that if
registration of the rights is not completed within three years as aforesaid for
reasons which are not dependent on the Purchaser, then the period for completing
registration of such rights will be extended by an additional six
months.

48

                9.6

                It
      is hereby clarified that until the time of transfer of the First Payment
      Moneys from the Trustee to the Company, the Purchaser undertakes not to
      register and/or to cause registration of a caveat in its favor
      over the Company’s Lands or part thereof and/or over the Existing
      Leasehold.  Without derogating from the Purchaser’s undertaking
      as set forth above in this sub-clause, at the time the Purchaser signs
      this Agreement the Purchaser will sign an irrevocable power of attorney in
      the text attached to this Agreement as Appendix
      9.6, empowering the attorneys mentioned therein to expunge any
      caveat that may
      be registered, if registered, in favor of the Purchaser or anyone on its
      behalf over the Company’s Lands and/or over the Existing Leasehold or part
      thereof.  The appointed attorneys will be entitled to use the
      power of attorney and to expunge any such caveat in each of the
      cases mentioned below after having given the Purchaser prior written
      notice of 14 business days: (1) in every case in which such caveat is registered in
      the name of the Purchaser or anyone on its behalf contrary to the
      provisions of this sub-clause 9.6; and (2) in any event in which this
      Agreement is lawfully cancelled for any reason, including, and without
      derogating from the generality of the foregoing, in the case of
      non-payments of the Consideration, or any part thereof (subject to the
      provisions of sub-clause 18.8 below) by the Purchaser to the Company at
      the times specified in Clause 6 above.  For the removal of doubt
      and without derogating from any of the Company’s rights according to any
      law and agreement, the Purchaser declares and confirms that cancellation
      of the Agreement in the circumstances described in sub-clauses 5.2.4.3.1
      and 5.2.4.3.4 above will be deemed to be lawful cancellation of this
      Agreement.  The aforesaid power of attorney will be returned to
      the Purchaser in accordance with the provisions of Clause 6
      above.  For the avoidance of doubt it is clarified that
      registration of a caveat in favor of the
      Purchaser as described in this sub-clause 9.6 shall not have the effect of
      preventing and/or limiting the Company and the Municipality from
      registering caveats in connection
      with the Remainder of the Project Lands.  In addition, the
      Purchaser shall, at the time of signing of this Agreement, deliver a power
      of attorney to the Company to perform all the registrations required in
      connection with the Project Lands, including, and without derogating from
      the generality of the foregoing, registration of the parcellation,
      registration of easements, registration of the Company’s rights in the
      Company’s Lands, registration of caveats and/or
      encumbrances and/or rights in the Remainder of the Project Lands, specific
      attribution of the caveat/s that will be
      registered in favor of the Purchaser over the Company’s Lands and similar
      other registrations, in the text attached to this Agreement as Appendix
      9.6A.  The Company will be entitled to endorse this power
      of attorney to the buyers of rights in the Remainder of the Project Lands
      and/or to their appointed attorneys.  The Company undertakes to
      obtain a power of attorney for special attribution of caveats from the buyers
      of rights in the Remainder of the Project Lands in relation to caveats that will be
      registered in their favor over the Remainder of the Project
      Lands.

It is
agreed that before any action being performed on the strength of the power of
attorney Appendix 9.6A in relation to the Company’s Lands and/or the
Municipality Lands and/or to the Additional Real Estate Rights, except
actions for registration of parcellation, registration of leasehold rights in
the name of the Company and special attribution of the caveats, prior written notice
of 14 days will be given to the Purchaser by the appointed attorney before the
such action is performed.

                9.7

                The
      Purchaser undertakes that on its account and at its expense it will effect
      registration of the easements in relation to the Company’s Lands, and by
      way of registering an easement to guarantee right of way for vehicles and
      right of way for pedestrians from Xxxx Xx. 0 xx Xxxx Xx. 0, all as
      described in the provisions of Plan
TA/3001.

                9.8

                The
      Purchaser is aware that a map for purposes of registration and a diagram
      for sub-division of the Land into a plot and/or plots within the confines
      of the Project Lands in accordance with Plan TA/3001 have been approved
      (hereinafter: “the
      Parcellation”).  The Company undertakes to complete
      registration of the Parcellation of the Company’s Lands together with the
      Municipality Lands in accordance with the plan that has been approved as
      aforesaid, together with the amendments thereto, or according to a new
      parcellation, and to register the Parcellation of Parcel 92, within a
      period of 36 months from the date of signing of this
      Agreement.  It is agreed that in a case in which registration of
      the Parcellation is not completed within the aforesaid period of time for
      reasons which are not dependent on the Company, the period for completing
      registration of the Parcellation as aforesaid will be extended by an
      additional six (6) months.  Before or after registration of the
      Parcellation, the Company will register the leasehold rights in the
      Company’s Lands in its name.

49

                9.9

                Registration
      of condominium

                9.9.1

                The
      Purchaser undertakes that on its account and at its expense it will
      register the buildings that will be erected by it on the Company’s Lands
      and the Municipality Lands as a condominium including registration of
      house regulations, easements, rights of way, linkages and registration of
      leasehold rights.  If it is not possible to register the
      condominium as a separate unit and the Purchaser is obliged to register it
      as a complex condominium within the meaning thereof under the Land Law,
      5729-1969, the Purchaser will act in accordance with the directives of the
      Land Registry.  All the documents pertaining to registration of
      the building and/or the buildings as a condominium as aforesaid, including
      a drawing, cooperative house registration order and house regulations will
      be presented for the prior written approval of the Municipality before
      same are lodged with the Land Registry or any other entity.  The
      Purchaser undertakes that as a precondition to the Municipality signing
      the condominium documents the Purchaser will pay the Municipality a sum of
      NIS 2,000 multiplied by the number of apartments that will be constructed
      on the Company’s Lands, where this amount is linked to the Consumer Price
      Index commencing from the date of signing of this Agreement and up to the
      date of actual payment, and in addition the Purchaser undertakes to comply
      with other customary conditions as prevailing for the time being, provided
      that they do not involve any additional monetary
    obligation.

It is
clarified that in relation to payment of handling fees in respect of
registration of a condominium, the provisions of this sub-clause take precedence
over the provisions of Paragraph 11(c) of Appendix 1.6.
The
Purchaser undertakes to include in the house regulations of the condominium a
provision regarding the obligation of the residents to establish a management
company and for maintenance of the Open Public Areas as described in Clause 7.1
above.

                9.9.2

                Without
      derogating from the contents of sub-clause 9.9.1 above, the Purchaser in
      the name of the Municipality, undertakes to register, the lands, of the
      Suburban Public Institutions as defined in sub-clause 1.6(a) above,
      including the outside areas that are linked thereto, on its account and at
      its expense and without consideration from the Municipality, as a separate
      unit or as separate units in the framework of registering a
      condominium.  The Purchaser undertakes to include in the house
      regulations of the condominium a provision in connection with the
      management of the condominium, in accordance with sub-clause 7.1.1.2 of
      the Municipality Lands Agreement.

                9.9.3

                The
      Purchaser undertakes that registration of a condominium will be completed
      at the earliest possible time it is able to do so and not later than
      twenty-four (24) months from the date of receipt of a Certificate of
      Completion for the last building that will be constructed on the Project
      Lands, or within 24 months from the date of registration of the
      appropriate Parcellation, whichever is the
  later.

                9.9.4

                The
      Purchaser undertakes that within the scope of transfer of rights in the
      Project Lands, from the Purchaser to third parties (including buyers of
      residential units), the Purchaser will arrange with the relevant
      transferee or transferees the manner of performing registration of the
      Project Lands in the Land Registry, including registration of house
      regulations for the condominium in accordance with the foregoing,
      including by way of an undertaking by each transferee to perform the
      necessary actions and to cooperate with all the relevant entities for
      purposes of registering the areas that have been transferred to him in the
      Land Registry, and including by way of receiving suitable powers of
      attorney from such transferees, in order to facilitate registration of the
      condominium on the Project Lands, at the times specified in this
      Agreement.

50

                9.9.5

                It
      is agreed that the provisions of sub-clause 9.9.4 above will also apply in
      relation to any transferee who may acquire any rights in the Project Lands
      from the Purchaser and/or from the Purchaser’s
  transferees.

                9.10

                In
      the event that the Purchaser does not perform the registrations described
      in Clauses 9.5, 9.7 and 9.9 above, at the time specified in those clauses,
      notwithstanding a demand from the Municipality to perform same, the
      Municipality shall be entitled, but not obliged, to perform the aforesaid
      acts of registration on the Purchaser’s account, after thirty (30) days
      from the date of the demand.

The
Purchaser undertakes to pay the Municipality, within ten (10) days from the date
of the Municipality’s demand, all the Municipality’s expenses in respect of the
registration, in accordance with an account that will be presented to
it.  Expenses which are not paid on due date in accordance with the
demand shall bear indexation differences and interest from the date of the
demand and up to the date of actual payment.  In addition, in such
case the Purchaser undertakes to furnish the Municipality with all the
certificates and approvals that are required for purposes of performing the
aforesaid registrations.  For purposes of securing implementation of
the matters mentioned in Clauses 9.5, 9.7 and 9.9 above, the Purchaser will
grant the Municipality a power of attorney in the text attached to this
Agreement as Appendix
9.10.  The Municipality will be entitled to make use of this
power of attorney, for performing the registrations itself, after having given
the Purchaser written notice of thirty (30) days.

                9.11

                Notwithstanding
      the contents of this Clause 9 above, it is clarified that in a case in
      which it is not possible to register a condominium on the Company’s Lands
      together with the Municipality Lands, separately from the Remainder of the
      Project Lands, the Purchaser will act in cooperation with the owners of
      rights in the Remainder of the Project Lands as apply at such time, for
      purposes of registering a complex condominium over all the Project Lands,
      within the timetable specified in sub-clause 9.9.3 above.  The
      cost of performing such registration shall be borne by the Purchaser and
      by the owners of rights in the Remainder of the Project Lands according to
      their pro rata
      share of the Project – that is to say according to the ratio between the
      building rights (main areas) owned by all owners of rights who acquired
      rights from the Municipality and the Company and the total building rights
      (main areas) in that portion of the Project Lands which will be included
      in the registration of the
condominium.

                10.

                Approval of the
      Minister of the Interior, right of use and delivery of
      possession

                10.1

                Cancelled.

51

                10.2

                The
      validity of this Agreement is contingent upon and subject to receiving the
      approval of the Minister of the Interior as stated in Clause 12 of the
      Municipality Lands Agreement.  In a case in which the condition
      precedent set forth in Clause 12 of the Municipality Lands Agreement is
      not fulfilled (hereinbefore and hereinafter: “the Condition Precedent to the
      Municipality Agreement”) within 60 days from the date of signing of
      this Agreement (hereinafter: “the Effective Date”),
      this Agreement will be null and void ab initio, the Trustee
      shall return the First Payment to the Purchaser together with the fruits
      thereof and less the costs of opening the Trust Account, the costs of the
      closing thereof and of performing operations therein and none of the
      parties will have any claim and/or demand and/or allegation against
      another in this regard, and the Purchaser will have no rights of
      whatsoever nature in the Company’s
Lands.

It is
agreed that each party will be entitled, in its sole and absolute discretion, to
extend the Effective Date, for a period of up to 60 additional days by way of
written notice to the other party.

                10.3

                Within
      2 business days from the date of actual transfer of the First Payment from
      the Trustee to the Company, the parties will meet and will act in the
      manner stated in sub-clause 10.4 below (hereinbefore and hereinafter:
      “Date of Delivery of the
      Right of Use”).

                10.4

                On
      the Date of Delivery of the Right of Use, the parties will simultaneously
      perform the following actions:

                10.4.1

                The
      Company will deliver to the Purchaser a temporary right of use (which is
      not a proprietary right) in the Company’s Lands in accordance with the
      provisions of Clause 10.5 below.  If the provisions of this
      Agreement have not been cancelled, such temporary right of use will remain
      in force up to the date of delivery of
  possession.

                10.4.2

                The
      Purchaser shall assume all the obligations which form part of the
      Obligations and Commitments Transferred.  For the removal of
      doubt it is clarified that the rights which form part of the Obligations
      and Commitments Transferred will be assigned to the Purchaser only from
      the date of delivery of possession.  In relation to the
      agreement between the Company and Hatzlacha Parking Garages Ltd., it is
      agreed that the Company will attend to terminating the agreement and to
      the evacuation of the Company’s Lands up to the Date of Delivery of the
      Right of Use.

                10.4.3

                The
      Purchaser shall deliver to the Municipality confirmation regarding the
      existence of insurance policies as described in sub-clause 13.3
      below.

                10.4.4

                The
      Purchaser shall deliver to the Company a declaration verifying
      representations in the text of Appendix 4.15 to this
      Agreement.

                10.5

                The
      right of use

                10.5.1

                The
      right of use granted to the Purchaser on the Date of Delivery of the Right
      of Use is a revocable right, for purposes of performing excavation and
      shoring works and for that purpose alone.  For the avoidance of
      doubt it is clarified and emphasized that the permission granted to the
      Purchaser as aforesaid does not constitute the grant of a proprietary
      right to the Purchaser, possession to the Purchaser or a transfer of any
      right to the Purchaser, apart from the permission to perform the
      excavation and shoring works.  The Purchaser will be a licensee
      in respect of that portion of the Company’s Lands which the Purchaser uses
      for purposes of performing the excavation and shoring works as a licensee
      only.  The Company will be entitled at any time, by way of prior
      written notice of 14 business days to cancel the right of use, in any
      event in which the Company believes in its sole and absolute discretion
      that the Purchaser has breached any of its obligations under this
      Agreement and has not rectified the breach within 14 business days from
      the date on which written notice regarding the breach was received by
      it.

52

                10.5.2

                The
      Purchaser will have no right of lien over the Company’s Lands or any
      portion thereof.

                10.5.3

                During
      the period in which a right of use is granted to the Purchaser, the
      Purchaser will be entitled to fence-in the Company’s Lands or any portion
      thereof and/or to station a portable and temporary structure on the
      Company’s Lands that will serve as a sales office, subject to obtaining
      all the permits and approvals required according to law, all without
      adding rights of way for the Purchaser in its capacity as a licensee and
      without derogating from the powers and rights of the Company and the
      Municipality with regard to the right of use
  period.

                10.5.4

                Where
      the Company has notified the Purchaser of cancellation of the right of use
      as aforesaid and the Purchaser has not cured the breach within the time
      specified in sub-clause 10.5.1 above, the Purchaser undertakes to vacate
      the Company’s Lands of any person and/or article and/or temporary
      structure, and commencing from the date on which the notice is given, the
      Company will be entitled to evict the Purchaser and/or anyone on its
      behalf from the Company’s Lands and to evacuate any person and article
      and/or temporary structure from the Company’s Lands, and to use all the
      materials, equipment and installations the Purchaser and/or anyone on its
      behalf has left on the Company’s Lands.  It is further agreed
      that in a case in which, in addition to cancellation of the right of use,
      the Company has cancelled this Agreement as a consequence of such breach,
      all the works that were performed on the Company’s Lands up to that time
      will be the sole property of the Company, without the Purchaser having any
      allegation and/or claim and/or demand against the Company in respect
      thereof, and the Purchaser undertakes to include an appropriate clause in
      the contractual agreement with the executing contractors, as defined
      below.  In addition to all the foregoing and without derogating
      therefrom, the Purchaser hereby empowers the Company to take all the steps
      and measures required for purposes of realizing the rights and powers of
      the Company under this Clause 10.5.  For that purpose the
      Purchaser is lodging an irrevocable notarial power of attorney in the text
      attached to this Agreement as Appendix
      10.5.4 with the Trustee at the time of signing of this Agreement,
      which empowers the Company to take all the actions required for purposes
      of evicting the Purchaser and/or anyone on its behalf from the Company’s
      Lands and for purposes of realizing the Company’s rights under this Clause
      10.5, including vacating the Company’s Lands of any person, article and
      temporary structure, use of all the materials, equipment and installations
      which the Purchaser and/or anyone on its behalf has left on the Company’s
      Lands, the giving of instructions and directives to the executing
      contractors, the transfer into the Company’s ownership of all the works
      that have been performed on the Company’s Lands up to that time, the
      giving of notices and instructions and the signing of any document of
      whatsoever nature vis-à-vis third parties
      and authorities in connection with the vacating of the Company’s Lands
      and/or the taking of any actions with respect thereto, and so
      forth.  In every case in which the Company notifies the Trustee
      that the right of use has been cancelled by it, the Trustee shall, after
      the giving of a warning notice to the Purchaser of 14 business days in
      advance, transfer the power of attorney to the Company, and the Company
      will be entitled to make use thereof in its discretion for purposes of
      realizing its rights as described
above.

53

The
Purchaser undertakes that the Company and/or anyone on its behalf will not be
responsible in any way for any damage of any sort that may be sustained by the
Purchaser, if such damage is sustained, by virtue actions connected with
evicting the Purchaser from the Company’s Lands and/or the evacuation of the
equipment and the property from the Company’s Lands and the storing
thereof.
 
For the
removal of doubt it is emphasized that the Company will bear no responsibility
in respect of the property and the equipment which is removed and it will not be
deemed to be a bailee and/or a trustee in respect thereof.

                10.5.5

                The
      Purchaser undertakes that the Company and the Municipality will be a party
      to any contractual arrangement between the Purchaser and executing
      contractors who perform work for it on the Company’s Lands during the
      right of use period (hereinafter: “the Executing
      Contractors”), without this imposing on the Company and/or the
      Municipality any liability and/or responsibility.  In the scope
      of any such contractual arrangement, an undertaking of the Executing
      Contractors shall be included, directly as against the Company and the
      Municipality, to the effect that in any event in which they receive a
      notice from the Company and the Municipality that the Company and the
      Municipality have lawfully, in their discretion, cancelled the right of
      use they have granted to the Purchaser, then as from the date of receipt
      of the notice onwards, the Executing Contractors will act solely in
      accordance with the instructions of the Company and the Municipality as
      will be given at that time.  The Company and the Municipality
      will be entitled to elect whether to complete the works of the Executing
      Contractors through the Executing Contractors or to evict them from the
      Company’s Lands without the Company and/or the Municipality owing them any
      indebtedness of whatsoever nature.  The Purchaser undertakes to
      present for the prior written approval of the Company and the Municipality
      the identity of the Executing Contractors and the terms and conditions of
      the contractual arrangement with them (including the text of the
      contractual agreement).

                10.6

                Date
      of delivery of possession

                10.6.1

                Simultaneous
      with and against the making of the second payment, possession of the
      Company’s Lands will be delivered to the Purchaser (hereinbefore and
      hereinafter: “Date of
      Delivery of Possession”).  With regard to the Open Public
      Areas (namely: on the upper ground floor only and which are intended for
      an Open Public Area, as marked in green on the Leasehold Drawings), the
      provisions of sub-clause 1.6(d) of the
      Municipality Lands Agreement will apply
  accordingly.

54

                10.6.2

                Without
      derogating from the contents of Clause 10.4.3 above, on the Date of
      Delivery of Possession, the parties will sign a deed of assignment of
      Obligations and Commitments Transferred to the Purchaser, in the text
      attached to this Agreement as Appendix
      10.6.2.  In addition, on the Date of Delivery of
      Possession, the Purchaser will deliver to the Company a declaration
      verifying representations in the text of Appendix 4.15 to this
      Agreement.

                10.6.3

                It
      is clarified that at the Date of Delivery of Possession the Company’s
      rights in the Company’s Lands are free and clear of any attachment and/or
      encumbrance and/or mortgage and/or any third party right, save and except
      caveats and/or mortgages and/or attachments and/or encumbrances and/or any
      third party rights which have their origin in the Purchaser’s and
      excluding caveats over an antiquities site. If attachments and/or caveats
      and/or mortgages and/or third party rights are imposed on the Company’s
      rights in the Company’s Lands where the origin for same does not lie with
      the Purchaser (hereinafter: - “the Impediment”), then
      the Company undertakes to remove such Impediment within 90 days from the
      date the Company becomes aware of the
  Impediment.

                11.

                Taxes

                11.1

                Land
      Appreciation Tax and/or income tax and/or capital gains tax and Sales Tax,
      to the extent that same apply, in respect of the sale of the Property Sold
      to the Purchaser by the Company shall be borne and paid by the Company,
      while Land Acquisition Tax in respect of the sale of such rights shall be
      borne by the Purchaser.

                11.2

                The
      Company will bear the payments in respect of water and electricity
      consumption on the Company’s Lands, solely in respect of the period up to
      the Date of Delivery of the Right of Use.  The Purchaser will
      bear such payments for water and electricity consumption commencing from
      the Date of Delivery of Right of Use
onwards.

                11.3

                All
      taxes, rates, fees, levies, pursuant to any law, and all compulsory
      payments of any sort pursuant to any law, as well as any payment which is
      imposed on the Purchaser as a leasehold lessee in accordance with the
      special conditions of leasehold (Appendix 1.6 to this Agreement) which
      applied and/or which apply and existed or which may apply and come into
      being in connection with the Company’s Lands, the cause of action for
      which pertains to any period, whether before the date of signing of this
      Agreement or subsequent thereto, shall be borne and paid by the Purchaser,
      solely with the exception of the specific payments mentioned in
      sub-clauses 11.3.1 and 11.3.2 below, and apart from amounts in relation to
      which it has been specifically stipulated in this Agreement that the
      obligation for the payment thereof is imposed on the
    Company.

55

                11.3.1

                Payment
      of property tax in respect of the Company’s Lands as well as municipal
      rates which apply to the Company, the cause of action for which preceded
      the Date of Delivery of the Right of Use, shall be borne and paid by the
      Company.

                11.3.2

                In
      regard to a betterment levy – the amount of the betterment levy specified
      in the agreed betterment levy assessment in relation only to the Company’s
      Lands, shall be paid by the Company to the Municipality within 30 days
      from the Date of Delivery of the Right of Use in accordance with the
      provisions of Clause 10 above.

In regard
to other payments to the Tel Aviv Municipality, including fees, taxes, rates,
development levies and other compulsory payments – such payments in respect of
the period up to April 15, 2010, shall be borne and paid by the
Company.

                11.3.3

                If
      the Company and/or the Municipality have paid development levies and/or
      payments for connection up to electricity in respect of the Company’s
      Lands, and to the extent that a right exists at law for setting off such
      development levies against fees and levies that will be imposed on the
      Purchaser in connection with the Purchaser’s Project and/or payments for
      connection up to the Israel Electric Corporation, it is agreed that the
      Company does not object to the Purchaser setting off a pro rata portion of
      such development levies and electricity connections against the
      development levies and/or the connecting up payments to the Electric
      Corporation which the Purchaser will be charged by the Municipality.
      “Pro rata share”
      in this sub-clause 11.3.3 means, the ratio between the building rights
      (main areas) on the Company’s Lands and the Company’s share in the total
      building rights (main areas) in the Project Lands.  For the
      removal of doubt it is clarified that nothing in the foregoing in this
      sub-clause constitutes any form of representation and/or undertaking on
      the part of the Company in connection with development levies and/or
      payments for connecting up to electricity and/or in connection with the
      payment thereof, the amount thereof and/or the right to set-offs in
      connection therewith.

                11.4

                Without
      derogating from the contents of sub-clause 11.3 above, the Purchaser
      undertakes to pay the Municipality the full betterment in relation only to
      the Company’s Lands, in respect of any change to Plan TA/3001 (including
      an application for a concession, exceptional use, alteration to the
      approved Plan TA/3001, and so forth) that may be approved after the date
      of signing of this Agreement, and will do so in accordance with the
      provisions of the special conditions of leasehold
      document.  Nothing in the foregoing shall derogate from the
      provisions of sub-clause 6.3.5
above.

                11.5

                It
      is hereby clarified that each of the parties is entitled to embark on
      objection or appeal proceedings vis-à-vis any relevant authority, in such
      party’s discretion, against the charging of any of the payments imposed on
      such party in accordance with this Clause 11, provided that this shall not
      have the effect of delaying the times specified in this
      Agreement.

56

                11.6

                It
      is agreed that each party will report to taxes authorities by way of all
      the reports it is obliged to make according to law, and at the time
      prescribed for this according to
law.

                12. 

                Ongoing legal guidance and
      advice and registration of
Condominium

                It
      is hereby brought to the Purchaser’s notice that the legal services
      pertaining to the Company’s rights vis-à-vis the Municipality, for the
      Company’s Lands and the rights therein and to the initiation and approval
      of Plan TA/3001, including with respect to the Obligations and Commitments
      Transferred, the entering into of the 2002 Agreement and the
      implementation thereof, and guidance and advice regarding the agreed
      betterment tax assessment and the implementation thereof, have been
      provided up to this date by the law office of Xxxxxx X. Xxxxx & Co.
      (hereinafter: “the
      Advocates”). Shortly after the Purchaser’s selection as a preferred
      bidder, the Purchaser and the Advocates will enter into discussions for
      examining the providing of legal services to the Purchaser by the
      Advocates and the consideration in respect thereof, with this being in
      relation to periods subsequent to the Date of Delivery of Possession,
      i.e., the legal services required for the realization and implementation
      of Plan TA/3001, including in connection with the performance of the
      Obligations and Commitments Transferred, the issue of building permits,
      contractual arrangements with contractors, contractual arrangements with
      residents, registration of the long and leasehold rights in and to the
      Company’s Lands in the name of the Purchaser, registration of the Project
      as a complex condominium, and registration of the rights in the units of
      the condominium in the name of the owners of rights
    therein.

                If
      the Purchaser and the Advocates have entered into discussions as
      aforesaid, and have not reached an arrangement to their mutual
      satisfaction and according to their independent discretion, the holding of
      such negotiations will not constitute any undertaking on the part of
      either of them in connection with the giving or receiving of legal
      services as aforesaid.

                13.

                Liability,
      waiver, indemnity and
interest

                13.1

                The
      Purchaser hereby confirms and undertakes that it waives any claim, demand,
      cause of action or allegation (hereinafter: “Claim”) of whatsoever
      nature under any law and agreement as against the Company and/or the
      Municipality and/or any of the bodies connected with either of them, in
      connection with the subject matter of this Agreement and the actions of
      any of the aforesaid entities in connection with the signing and
      consummation of this Agreement.  The Purchaser’s confirmation as
      set forth above is also given in connection with what is stated in Clause
      4.10 above.

The
Purchaser hereby undertakes that if, notwithstanding the foregoing, a claim as
aforesaid is raised for which the Purchaser receives indemnification, the
Purchaser will be obliged to indemnify the Company and/or the Municipality
and/or the entities connected with them to the extent of the amount of the
aforesaid compensation which either the Company or the Municipality or the
entities connected with them have been ordered to pay.  For the
removal of doubt it is clarified that nothing contained in this sub-clause 13.1
above shall release the Company from fulfilling its obligations pursuant to this
Agreement.

57

                13.2

                Without
      derogating from the Purchaser’s obligations under this Agreement and/or
      from its liability as described in this Agreement, any responsibility
      and/or liability vis-à-vis any person and/or body, including as against
      the various administrative authorities, in connection with the Company’s
      Lands and/or the Property Sold and/or the quality thereof and/or the use
      thereof and/or acts and/or omissions therein and/or in connection
      therewith, the origin and/or the cause of action for which and/or the
      facts that serve as the basis for same pertain to the period subsequent to
      the Date of Delivery of the Right of Use, shall be borne by the Purchaser
      alone, to the exclusion of the Company’s liability.  Included in
      this, the Purchaser undertakes to indemnify the Company and/or the
      Municipality and/or the local committee and/or any of the bodies connected
      with any of them, in respect of any damage and/or expense of whatsoever
      nature that may be incurred by any of them, and the responsibility for
      which is imposed on the Purchaser in accordance with the provisions of
      this sub-clause 13.2 above.  For the removal of doubt it is
      clarified that the provisions of this sub-clause 13.2 do not derogate from
      the Purchaser’s liability and/or from its obligations in relation to
      periods which preceded the Date of Delivery of Right of Use as set forth
      in any of the provisions of this
Agreement.

                13.3

                Without
      derogating from the Purchaser’s liability according to law and/or this
      Agreement, commencing from the Date of Delivery of the Right of Use and
      throughout the entire period in which any works are performed by the
      Purchaser and/or on its behalf on the Company’s Lands, the Purchaser
      undertakes to effect and maintain all the insurances at its expense which
      are necessary and customary in projects of this sort, in appropriate
      amounts, including and without derogating from the generality of the
      foregoing, building contracting works insurance, third party liability
      insurance, employer’s liability insurance and similar other insurances
      (hereinafter: “the
      Insurances”).  The Purchaser undertakes to pay the
      insurance premiums on due date and to comply with all the remaining
      provisions of the insurance policies in order that the insurances remain
      in force.  The Insurances, including all the chapters thereof,
      will be extended to include the Company and the buyers of rights in the
      Remaining Project Lands (as distinguished from the buyers of residential
      units) as an additional insured, subject to a cross-liability clause
      pursuant to which the insurance will be deemed to have been effected
      separately for each of the individual parties who make up the
      insured.  All the insurance policies shall contain a provision
      stating that the insurer will notify the Company and the Municipality in
      writing 30 days in advance before it has the intention of cancelling or
      reducing the policies.  In the scope of the contractual
      arrangements between the Company and buyers of rights in the Remaining
      Project Lands, the Company will oblige the aforesaid buyers of rights to
      extend the insurances which will be effected by them and to include the
      Purchaser as an additional insured subject to a cross-liability
      clause.  Nothing contained in the foregoing shall derogate from
      the Purchaser’s right to include the financing bank as a beneficiary in
      the insurances and to charge and encumber the insurance compensation that
      may be due to the Purchaser in favor of the financing
  bank.

58

                14.

                Agreed
      damages

                14.1

                It
      is hereby agreed between the parties that in every case of a material
      breach of this Agreement by the Purchaser, which is not the cured in
      accordance with the provisions of sub-clause 18.6 below, including, and
      without derogating from the generality of the foregoing, in the case of
      actual non-payment of the consideration to the Company by the Purchaser at
      the time specified in Clause 6 above, for any reason, or in the case of a
      registration by the Purchaser of a caveat prior to the times specified in
      sub-clause 9.6 above which was not expunged within 48 hours from the time
      the Purchaser was called upon to expunge same, the Company will be
      entitled, without derogating from any right or remedy available to the
      Company according to any law and agreement in respect of a breach of this
      Agreement by the Purchaser, to agreed damages in the sum equivalent to 10%
      of the amount of the Basic Consideration (hereinafter: “the Agreed Damages”), as
      agreed pre-estimated liquidated damages in respect of such material
      breach.  It is hereby expressly agreed that in such case the
      Company will have the absolute right to confiscate the Agreed Damages,
      either by foreclosing on the sale process guarantee or by holding forfeit
      the amounts which have been paid to it on account of the consideration up
      to such time, without the necessity for giving a warning notice or notice
      of any sort to the Purchaser and/or to the Interested
    Parties.

                14.2

                The
      Purchaser hereby declares that the aforesaid Agreed Damages have been
      fixed by the parties after careful and reflective assessment of the damage
      that will be incurred by the Company as a result of such non-payment of
      the consideration, and accordingly no argument by the Purchaser to the
      effect that the compensation is unreasonable will be entertained, and the
      Purchaser hereby irrevocably, fully and expressly waives any allegation or
      argument of any sort by it.  It is further agreed that the
      Company will have the absolute right, for purposes of recovering the
      Agreed Damages, to foreclose on the sale process guarantee without being
      obliged to give notice to the Purchaser about the effecting of such
      foreclosure.

                14.3

                It
      is agreed that the provisions of this Clause 14 above are subject to the
      provisions of sub-clause 5.2 above.

                15.

                Name
      of the Project

                It
      is hereby agreed and clarified that the Municipality will decide on the
      name of the public areas precinct, the public buildings and the open
      public areas, and will be entitled to place suitable signboards at such
      places, as is the customary practice in the city of Tel Aviv-Jaffa, or as
      may be customary in the city of Tel Aviv-Jaffa at such time.  It
      is agreed that the Purchaser, the Company and the Municipality will, by
      agreement, decide on the name/names of the Project as defined in this
      Agreement, in accordance with professional advice which the Purchaser, the
      Municipality and the Company will receive in relation thereto (hereinafter
      – “the Name of the
      Project”).  The Housing Company will be entitled to
      decide on the name of the residential precinct (including the inclusion in
      this name of the name of “Xxxxx”) and the Mall Company will be entitled to
      decide on the name of the commercial areas in the Purchaser’s Project,
      while the Housing Company and the Mall Company undertake that the names
      will be given by them as aforesaid will, under all the circumstances,
      include the name of the Project as will be decided as
      aforesaid.  For example, if it is decided that the name of the
      Project is: “New Tel Aviv”, then the Housing Company will be entitled to
      call the residential precinct by the name of: “X” in New Tel Aviv” and the
      Mall Company will be entitled to call the commercial areas by the name:
      “Y” in New Tel Aviv”.

59

                Nothing
      in the foregoing shall derogate from the Municipality’s power and
      authority and/or its duty as a local authority to decide on the name of
      the suburb in which the Project will be included, in accordance with
      Section 235A of the Municipalities
Ordinance.

                16.

                Transfer
      of rights and encumbrances

                16.1

                It
      is hereby agreed that until completion of the construction of all the
      built areas that can be erected on the Company’s Lands, the Municipality
      Lands and the Additional Real Estate Rights (including the public
      buildings) in accordance with the provisions of Plan TA/3001 and pursuant
      to the provisions of this Agreement, the Purchaser will not be entitled to
      transfer any of its rights and obligations in the Property Sold, or any
      part thereof, to third parties (excluding a sale of residential units to
      the buyers of apartments as defined above and/or the letting of
      residential units and/or built commercial areas) (hereinafter for purposes
      of this sub-clause: “the
      Transferee”) without the prior written consent of the Company and
      the Municipality.

It is
clarified that such consent will not be unreasonably withheld by the Company and
the Municipality, including the physical and zoning condition of the land that
is the subject matter of the requested transfer at the requested time, the
extent of the areas the transfer of which is requested, the identity of the
Transferee, his financial strength and stability, the status of completion of
construction of the public buildings, the open public areas and the residential
and commercial areas, securing of payment of the full consideration to the
Company and to the Municipality, the conditions of employment with the
Transferee, and so forth.  It is further agreed that the Company and
the Municipality will be entitled to make their consent subject to conditions,
including the making of a payment to the Company and to the Municipality and/or
the bringing forward of payment of that part of the consideration that remains
unpaid at such time, collateral security and so forth.

                16.2

                Notwithstanding
      the contents of Clause 16.1 above and subject to Clause 16.3 below, it is
      agreed that:

                16.2.1

                Until
      the date of payment of the full Basic Consideration, the Mall Company will
      be entitled to sell portion of its rights and obligations in relation to
      the commercial areas that are the subject of this Agreement to a third
      party which is a financial entity and/or an entity whose field of business
      is the management and operation of yield producing assets (hereinafter for
      purposes of this sub-clause – “the Transferee”),
      provided that the obligations of the Mall Company and the Transferee
      vis-à-vis the Company and the Municipality in relation to the commercial
      areas shall be joint and several, and that the provisions of sub-clause
      16.5 below shall be complied
with.

60

                16.2.2

                Commencing
      from the date of payment of the full Basic Consideration to the Company
      and to the Municipality, the Mall Company will be entitled to sell the
      commercial areas or part thereof to any third party, provided that the
      Transferee assumes the full obligations of the Mall Company in accordance
      with this Agreement as regards the transferred portion of the commercial
      areas, and the Mall Company shall remain liable to the Company for the
      full obligations pursuant to this Agreement in connection with that
      portion of the commercial areas which remains in its possession after the
      transfer, if any, and that the provisions of sub-clause 16.5 below are
      complied with.

                16.3

                If
      the Mall Company should wish to sell its rights in the commercial areas
      (in whole or in part) prior to the issue of a certificate for initial
      occupation (Form 4) in respect of the school, the sports center and the
      area of the Municipality’s parking places, as defined in the Municipality
      Lands Agreement (hereinafter in this Clause 16: “the School, the Sports Center
      and the Municipality’s Parking Places Area”), then such transfer
      shall be subject to the prior written consent of the Municipality on such
      conditions as the Municipality may stipulate in accordance with the
      provisions of this sub-clause below, and subject to fulfillment of the
      provisions of sub-clause 16.5 below.  This consent shall be
      given if the Municipality has been persuaded that such transfer does not
      affect the obligations of the Housing Company for erecting the School and
      the Sports Center, the construction and actual completion thereof, and the
      obligations of the Mall Company for constructing the Municipality’s
      Parking Places Area, the construction and actual completion
      thereof.  It is clarified that the only factor the Municipality
      will be entitled to take into account for purposes of giving such consent
      and the conditions thereof, is the guaranteeing of construction of the
      School, the Sports Center and the Municipality’s Parking Places
      Area.

                16.4

                It
      is agreed that in the case of the transfer of rights by the Purchaser in
      accordance with the provisions of this Clause 16 above, the Company will
      sign the necessary documents for purposes of transferring the Purchaser’s
      rights to the Transferee (including consent to registration of a caveat,
      amendment of the deeds of mortgage and so forth), provided that within the
      framework of such documents the Company’s rights pursuant to this
      Agreement will be secured and the Transferee’s stepping into the
      Purchaser’s shoes vis-à-vis the Company in all respects shall be
      guaranteed, all subject to the condition that the Company’s signing as
      aforesaid shall not derogate from any of the Company’s rights under this
      Agreement and/or have the effect of the imposing any obligations and/or
      expenses on the Company which are not expressly imposed on it in
      accordance with this Agreement.

61

                16.5

                The
      Company’s consent to a transfer of rights as aforesaid, to the extent that
      it is given, will in any event be subject, inter alia, to the expunging of
      a caveat that has been registered in favor of the individual party who
      makes up the Purchaser who is the transferor or to an amendment thereof,
      as the case may be, cancellation of the mortgage that was registered in
      favor of the financing bank in connection with the individual party who
      makes up the Purchaser who is the transferor or an amendment thereof, as
      the case may be, the furnishing of all the powers of attorney required
      under this Agreement, the Transferee signing the Transfer Documents that
      are demanded by the Company and the Municipality, and similar other
      documents.

                16.6

                It
      is agreed that the provisions of Clause 16 regarding restrictions on the
      transfer of rights will also apply to a transfer of shares and/or an
      allotment of shares and/or the grant of options for shares and/or any
      disposition or act, directly or indirectly (hereinafter – “Operations in Shares”)
      in the shares of any of the individual parties who make up the Purchaser
      and/or in the shares of their parent companies (up to and not including
      Interested Parties) (apart from a public offering of shares of such
      companies, provided that there shall be no change in control in any of the
      individual parties who make up the Purchaser or in any of their parent
      companies), and Operations in Shares as a result of which there will be a
      change in control (within the meaning of that term in the Securities Law,
      5728-1968) in any of the Interested Parties, in a manner whereby any
      Operation in Shares as referred to above in this sub-clause will require
      the Company’s consent in accordance with the conditions of Clause 16
      above.

It is
hereby further agreed that a transfer of rights which is as a result of any of
the following events will not require the consent of the Company and the
Municipality: (1) Realization by the financing company of the encumbrance to the
financing company, as defined below;  (2) a dilution in the holdings
of one of the shareholders in the Mall Company or in the Housing Company at the
expense of an increase in the holdings of the other shareholder in the Mall
Company or in the Housing Company by virtue of the dilution clause in the
agreement of the individual parties who make up the Purchaser (which does not
involve the bringing in of an additional partner into the Housing Company or the
Mall Company), all subject to the condition that transfers as referred to above
in this paragraph will not have the effect of derogating from any of the
obligations under this Agreement of any of the individual parties who make up
the Purchaser.

                16.7

                The
      encumbrances

                16.7.1

                Up
      to the date of actual settlement of the Second Payment, the Purchaser will
      not be entitled to encumber any of its rights pursuant to this Agreement
      and/or in the Company’s Lands in favor of any third
  party.

                16.7.2

                Simultaneous
      with settlement of the Second Payment, as defined above, the Purchaser
      will be entitled to encumber its rights in the Company’s Land and/or its
      rights pursuant to this Agreement, solely in favor of a commercial bank
      that will provide it with a loan for purposes of financing the transaction
      that is the subject matter of this Agreement and/or realization of the
      transaction, but subject to the following cumulative conditions
      (hereinafter – “the
      Financing Bank”, and “the Construction
      Loans”), respectively):

62

                16.7.2.1

                The
      monies of the Second Payment and the monies of the Third Payment shall be
      paid by the Financing Bank directly to the Company and/or to Bank Leumi
      and/or to the Trustee, as the case may be, in the manner and at the times
      set forth in the provisions of sub-clause 6.2.5 above and sub-clause 6.2.6
      above.

                16.7.2.2

                In
      the scope of the banking documents the Financing Bank shall confirm to the
      Company in writing that it is aware, and it agrees thereto, that the
      Company will, in its discretion, be entitled to create encumbrances and
      third party rights of any sort in the Remaining Project Lands, including
      encumbrances ranking pari passu with the encumbrance in favor of the
      Financing Bank.

                16.7.2.3

                The
      credit which is the subject of the Construction Loans shall be given
      solely in connection with the Purchaser’s Project and the encumbrance to
      the Financing Bank shall secure the obligations to the Financing Bank of
      the Purchaser and the Interested Parties in connection with the
      Purchaser’s Project only.

                16.7.2.4

                All
      the expenses, the liability and the obligations in connection with the
      construction loans, if same are provided to the Purchaser, including
      commissions and costs in respect of the issue of any guarantees, including
      Sale Law guarantees to buyers of apartments, shall be borne in their
      entirety by the Purchaser, in a manner that there shall be no liability on
      the Company in connection
therewith.

                16.7.2.5

                The
      signature by the Company to the encumbrance documents to the Financing
      Bank will be subject to the condition that the Company’s liability and/or
      obligation in connection with receiving the Construction Loans will be
      confined to the creating of an encumbrance in favor of the Financing Bank
      as stated in Clause 16.7.3 below and to the Financing Bank’s ability to
      realize same, to the extent necessary, without additional obligations
      being imposed on the Company vis-à-vis the Financing Bank and/or without
      the Financing Bank being able to have recourse to the Company’s other
      assets (including its rights in the Remaining Project
    Lands).

                16.7.2.6

                The
      Financing Bank shall confirm in writing to the Company that realization of
      the encumbrance in favor of the Financing Bank and its sale of the rights
      to a third party pursuant to the aforesaid realization of the encumbrance
      shall be made subject to the condition that such third party shall step
      into the Purchaser’s shoes with respect to all the rights and obligations
      according to the provisions of this Agreement and subject to the Company’s
      rights pursuant to this Agreement, without this derogating from the
      provisions of sub-clause 5.2.5
above.

63

                16.7.2.7

                The
      Financing Bank shall give consent in writing to registration of the
      parcellation, registration of the leasehold rights in favor of the Company
      in the Company’s Lands in the name of the Company, as well as registration
      of any act required in the Remaining Project Lands, provided that its
      rights pursuant to the encumbrance in its favor shall not be adversely
      affected.

                16.7.3

                It
      is agreed that the encumbrances that will be given by the Company in favor
      of the Financing Bank will include only the encumbrances particularized in
      one of the alternatives described in the sub-clauses of this Clause
      16.7.3, with it being agreed that under all circumstances the encumbrance
      documents shall conform with the provisions of Clause 16.7.2 above
      (hereinafter – “the
      Encumbrance in favor of the Financing
  Bank”):

                16.7.3.1

                Until
      registration of the leasehold rights in the Company’s Lands in the name of
      the Company in the Land Registry, the Encumbrance in favor of the
      Financing Bank shall include: (a) registration of a mortgage over a
      specific part of the Company’s Existing Leasehold, as same stands at the
      date of signing of this Agreement, with this being by way of registration
      of the mortgage on the basis of a drawing (in which the Existing Leasehold
      will be marked without the portion of the Remaining Project Lands in
      Existing Leasehold) and in the alternative, if that is not possible, by
      the registration of a mortgage over all the Company’s rights in the
      Existing Leasehold, coupled with an exclusion of the Remaining Project
      Lands from the operation of the mortgage, all in the manner which makes
      the creation of first ranking encumbrances in favor of third parties over
      the Remaining Project Lands possible.  It is clarified that
      after registration of the parcellation, the aforesaid mortgage will be
      specifically attributed to the Company’s leasehold rights as same will be
      upon completion of registration of the parcellation as aforesaid, in a
      manner whereby the mortgage will not apply to the Remaining Project Lands;
      (b) an undertaking by the Municipality to register a mortgage in favor of
      the Financing Bank, in respect of the Company’s Lands only, in the usual
      text used by it in transactions of the sort and registration in the Land
      Registry of a caveat in respect of such undertaking to register a
      mortgage, and (c) a charge at the Registrar of Companies over the
      Company’s rights in the Company’s Lands in accordance with the 2002
      Agreement.

                16.7.3.2

                If
      the registration of the leasehold rights in the Company’s Lands in the
      Company’s name in the Land Registry is executed after registration of the
      Encumbrance in favor of the Financing Bank in accordance with sub-clause
      16.7.3.1 above, then in the scope of registering the leasehold rights as
      aforesaid, the encumbrance referred to as Clause 16.7.3.1 above, including
      all the components thereof, will be replaced by a mortgage that will be
      registered only over the Company’s leasehold rights in the Company’s Lands
      in accordance with the Leasehold
Drawings.

64

The
Purchaser undertakes to sign and to cause the Financing Bank to sign all the
documents required for purposes of performing the matters
aforesaid.

                16.7.3.3

                If
      the leasehold rights in the Company’s Lands are registered in the
      Company’s Lands in the Land Registry are registered prior to the date of
      registration of the Encumbrance in favor of the Financing Bank, then a
      mortgage will be registered in favor of the Financing Bank only over the
      Company’s leasehold rights in the Company’s Lands in accordance with the
      Leasehold Drawings.

                16.7.4

                The
      Purchaser undertakes to deliver to the Company the documents that are
      required by the Bank for purposes of registering the Encumbrance in favor
      of the Financing Bank (as defined above) not later than 60 days from the
      date of the local committee’s decision on approving the first building
      permit on conditions, or at least 60 days before the date specified for
      making the Second Payment, whichever is the earlier.  The
      Company will be entitled to discuss the wording of the aforesaid documents
      with the Financing Bank and the conformance of those documents with the
      provisions of this Agreement.  As long as the aforesaid
      documents do not conform with the provisions of this Agreement, the
      Company will not sign the said
documents.

                16.7.5

                The
      documents as shall be agreed between the Company and the Financing Bank
      and which under all circumstances shall conform with the provisions of
      this Clause 16.7 will henceforth be referred to as – “the Encumbrance in favor of
      the Financing Bank Documents”.  The Encumbrance in favor
      of the Financing Bank Documents shall be signed by the Company, and shall
      be delivered by the Company to the Purchaser in accordance with the
      provisions of Clause 6 above.

                16.8

                It
      is hereby agreed that in a case in which each of the individual parties
      who make up the Purchaser takes a Construction Loan separately from the
      other, the sole responsibility for arranging the series of encumbrances
      with the separate Financing Bank of each of the individual parties who
      make up the Purchaser in a manner whereby the series of encumbrances as
      aforesaid shall conform with the provisions of this Agreement, is that of
      the Purchaser or the individual parties who make up the Purchaser, as the
      case may be, and the Company will sign the encumbrance documents in favor
      of each of the Financing Banks only in accordance with and subject to the
      provisions of sub-clause 16.7
above.

                16.9

                It
      is agreed that the provisions of Clauses 16.1, to 16.8 above will also
      apply in relation to any transferee who may acquire any rights in the
      Project Lands from the Purchaser and/or from the Purchaser’s
      transferees.

65

                17.

                Sale
      of apartments by the Housing
Company

                17.1

                The
      Housing Company undertakes that all the sale agreements that will be
      signed between it and buyers of apartments up to the Date of Delivery of
      Possession will be contingent upon a condition precedent of settlement of
      the Additional First Payment, the Later First Payment and the Second
      Payment on due date.  It is further agreed that (1) up to the
      date of settlement of the Additional First Payment, the Later First
      Payment and the Second Payment – all the proceeds that will be received by
      the Housing Company from buyers of apartments will be deposited in a trust
      account and/or in the account of the Financing Bank, and under no
      circumstances will same be transferred to the Housing Company; (2) if up
      to the Date of Delivery of Possession, the Housing Company guarantees the
      payments that have been paid to it by buyers of apartments by way of a
      Sale Law guarantee, then the Sale Law guarantee will contain an additional
      ground for foreclosure pursuant to which a case of cancellation of this
      Agreement and/or the Municipality Lands Agreement by the Company and the
      Municipality will constitute grounds for foreclosure on the Sale Law
      guarantee.  If the Housing Company has secured the monies of
      buyers of apartments in another way, a refund of the money shall be
      guaranteed accordingly in the case mentioned
  above.

                17.2

                The
      Housing Company undertakes that it will include in all the sale agreements
      with buyers of apartments a provision pursuant to which the buyers of
      those units declare that the Company and the Municipality do not bear any
      responsibility or liability to the buyers of
  apartments.

                17.3

                The
      Housing Company will not be entitled to register a caveat in favor of the
      buyers of apartments, until after payment of the full Basic Consideration
      and after registration of the leasehold rights in the Company’s Lands in
      the name of the Purchaser.

                  18.

                  Miscellaneous

                18.1

                The
      Housing Company undertakes that at the time residential apartments on the
      Land that is the subject of this Agreement are offered by it for sale or
      rental, every buyer who meets the financial conditions that will be
      offered by it at that time in the scope of marketing the apartments, will
      be entitled to acquire rights in the apartments that are offered as
      aforesaid.

                18.2

                This
      Agreement embodies everything that has been agreed between the parties up
      to the date of the signing hereof.  There shall be no validity
      to any representation, statement, exchanges, written or verbal, directly,
      indirectly or impliedly, and similar other things on the part of the
      Municipality and/or the Company and/or the local committee and/or the
      entities connected with any of them, which preceded the signing of this
      Agreement.  However, with the removal of doubt it is clarified
      that nothing contained at the start of this sub-clause 18.2 shall derogate
      from the obligations and commitments of the Purchaser and the Interested
      Parties in accordance with the sale procedure, to the extent that same are
      not contradicted by the provisions of this
  Agreement.

66

                18.3

                No
      alteration or waiver of the provisions of this Agreement will be of any
      validity unless a written document to that effect has been drawn up and
      signed by both the parties.

                18.4

                Any
      waiver by a party to this Agreement of any of its rights shall be of no
      force and validity unless drawn up in writing.  Where in this
      Agreement the consent of the party to the contract is required for
      purposes of any act, such consent will be of no validity unless given in
      writing.

Without
derogating from the contents of this sub-clause 18.4 above, wherever in this
Agreement one of the parties is required to fulfill an obligation up to a date
specified in this Agreement, the other party to the Agreement shall have the
right to extend the date in its discretion, or to pardon the fulfillment of the
condition, provided that this is done in writing.

                18.5

                Where
      a date has been specified for the obligations of all the parties, they
      shall have the right to extend that date by way of written
      consent.

                18.6

                Clauses
      3, 4 (excluding sub-clause 4.11), 5, 6, 7, 9 (excluding clause 9.9), 10
      (excluding 10.2), 11, 13, 16, 17 constitute basic and fundamental clauses
      of this Agreement and a breach of a provision contained in any of them
      which has not been cured within 30 days from the date of receipt by the
      Purchaser of written notice to that effect will be deemed to be a material
      breach.  It is further agreed that a repeated breach (that is to
      say, commencing from the third breach onwards) of any of the provisions of
      the above  clauses will immediately be deemed to be a material
      breach without the necessity for any warning or notice being given by the
      Company.  This provision shall be deemed to have been included
      at the end of each of the abovementioned
  clauses.

                18.7

                Without
      derogating from the contents of Clause 18.6 above, it is hereby agreed
      that each of the following cases will be deemed to be a material breach on
      the part of the Purchaser, which will entitle the Company, in its
      discretion, inter alia to the remedy of the cancellation of this contract
      by written notice to be delivered to the
  Purchaser.

                18.7.1

                If
      an application for a stay of proceedings is filed by any of the individual
      parties who make up the Purchaser or by any of the Interest in
      Parties.  In a case in which such application is filed by any
      third party – only if a stay of proceedings order is
    granted.

                18.7.2

                In
      the event that a liquidation order or receivership order is granted
      against any of the individual parties who make up the Purchaser or against
      any of the Interested Parties, or if a provisional or permanent receiver
      is appointed for the property of any of them, or if a liquidator or
      provisional liquidator is appointed for any of the individual parties who
      make up the Purchaser or for any of the Interested Parties, or if any of
      the individual parties who make up the Purchaser or any of the Interested
      Parties files a proposal for making an arrangement with his or its
      creditors – all in a case in which such appointment or order has not been
      set aside within 90 days from the date the court order was
      granted.

67

                18.7.3

                If
      an attachment has been imposed on the Purchaser’s rights in the Company’s
      Lands and/or the rights of any of the individual parties who make up the
      Purchaser and/or any of the Interested Parties in other assets of any sort
      which serve as collateral for the banking finance, and the attachment has
      not been removed within 90 (ninety) days from the date the attachment was
      imposed.

                18.7.4

                In
      relation to the cases mentioned in sub-clauses 18.7.1-18.7.3 above, which
      will be deemed to be material breaches as aforesaid, it is agreed that the
      occurrence of the aforesaid events will be examined in relation to each of
      the individual parties who make up the Purchaser separately, where an
      individual party in respect of whom one of the events mentioned in
      sub-clauses 18.7.1-18.7.3 above has occurred will be deemed to be a
      Defaulting Individual Purchaser and an individual party who makes up the
      Purchaser with respect to whom one of the aforesaid events has not
      occurred will be deemed to be a Complying Individual Purchaser, as more
      fully described in the provisions of sub-clause 5.2.4.3
    above.

                18.8

                If
      the Purchaser has fulfilled all its obligations under this Agreement up to
      and including payment of the full Basic Consideration on due date, and the
      Third Payment has been paid in the hands of the Company, then, without
      derogating from the remaining remedies available to the Company according
      to law and agreement, the Company will no longer have a right to cancel
      this Agreement.

                18.9

                It
      is agreed that any payment which applies to any of the parties to this
      Agreement, which is made after the dates specified for the payment thereof
      in accordance with this Agreement, will bear penalty interest at an annual
      rate of 10%, commencing from the first day of default.  All this
      will be without derogating from any other or additional right or remedy to
      which the other party is entitled according to any law and/or
      agreement.

                18.10

                This
      Agreement is being signed simultaneously with the signing of the agreement
      between the Purchaser and the Municipality for the purchase by the
      Purchaser of the rights in the Municipality Lands (hereinbefore and
      hereinafter: “the
      Municipality Lands Agreement”).  For the removal of doubt
      it is clarified and agreed that this Agreement is the separate and
      independent agreement from the Municipality Lands Agreement, and that the
      transaction which is the subject of this Agreement is a separate and
      independent transaction from the transaction that is the subject of the
      Municipality Lands Agreement.  The obligations and rights of the
      Company, on the one hand, and the Municipality on the other, pursuant to
      the above-mentioned agreements, do not constitute joint and several
      obligations and rights vis-à-vis the Purchaser, and the Municipality or
      the Company are not a guarantor for the fulfillment of the obligations of
      one another vis-à-vis the Purchaser in accordance with the aforesaid
      agreements, and the existence of the agreements and of the transactions
      that are the subject of the Agreements are separate and
      independent.  Nothing contained in this clause above shall
      derogate from the provisions of sub-clause 10.2 above, sub-clause 6.2.1
      above and sub-clause 6.2.5.3
above.

68

                18.11

                In
      the case of a conflict between the provisions of the sale procedure and
      the provisions of this Agreement, the provisions of this Agreement shall
      prevail.

                18.12

                It
      is agreed that the provisions of the Contracts Law (Remedies for Breach of
      Contract), 5731-1970 shall apply to this
  Agreement.

                18.13

                The
      Purchaser will not have any right of set-off or lien, for any reason, in
      respect of any amount it is obliged to pay in accordance with the
      provisions of this Agreement.

                18.14

                The
      Company reserves the right, in its sole discretion, to assign, transfer or
      endorse its rights and/or obligations under this
  Agreement.

                18.15

                Should
      this Agreement be cancelled, such cancellation will not derogate from the
      validity of the provisions contained in Clauses 4.1 to 4.4, 4.7 to 4.10,
      4.11, 4.17, 4.21, 4.22, 13.1 and 14 above and from the validity of the
      undertakings pursuant to the deeds of confidentiality of the Purchaser,
      the Interested Parties and their representatives which were delivered in
      the scope of the sale process.

                18.16

                This
      Agreement shall be governed by the laws of the State of Israel and the
      court in Tel Aviv will have sole and exclusive jurisdiction to try any
      matter connected with this Agreement and/or arising herefrom, according to
      its substantive jurisdiction.

                18.17

                Each
      party to this Agreement shall bear its own costs and
    expenses.

                18.18

                It
      is clarified that if this Agreement is translated into foreign languages,
      the translation will be solely for purposes of convenience and under all
      circumstances the binding version will be the version in the Hebrew
      language.

                18.19

                Any
      notice that is sent by one party to another shall be deemed to have been
      received:

                18.19.1

                After
      3 business days from the time of its posting by registered mail at a post
      office in Israel;

                18.19.2

                If
      delivered by hand - at the time of its
delivery;

                18.19.3

                If
      sent by facsimile – at 12:00 noon on the first business day following the
      transmission thereof, as confirmed by notice of the facsimile machine from
      which it was sent.

                18.20

                The
      parties fix their addresses for purposes of the contract as
      follows:

The Company
–
c/o:
_______________________

69

Facsimile:
__________________

The
Individual parties who make up the Purchaser -
c/o:
the address mentioned at the head of this Agreement
_______________.
Facsimile:            
__________________

The
Interested Parties –
Dirot
Yukra Ltd., Xxxxx Investments 1 Ltd.
c/o:
____________________________
Facsimile:
______________________

Blue
Square Real Estate Ltd.
c/o:
_____________________________
Facsimile:
________________________

                The
      parties are entitled to give notice of a change in their address by way of
      notice that shall be delivered in accordance with the provisions of Clause
      18.19 above, provided that the addresses of the individual parties who
      make up the Purchaser and of the Interested Parties shall be in
      Israel.

In
witness whereof the parties have hereunto signed:

                  /s/

                  /s/

                  The
      Housing Company

                  The
      Mall Company

                  /s/

                  The
      Company

Certification by Purchaser’s
Attorney

I the
undersigned, _____________________ Adv., hereby certify that _________________
and ___________________ who identified themselves by way of I.D. No. _________
_________ / who are personally known to me, signed this Agreement and that they
are authorized to sign in the name of ____________________ and that their
signature binds __________________.

I the
undersigned, _______________________ Adv., hereby certify that _________________
and ___________________ who identified themselves by way of I.D. No. _________
_________ / who are personally known to me, signed this Agreement and that they
are authorized to sign in the name of ____________________ and that their
signature binds __________________.

70

Certification of Company’s
Attorney

I the
undersigned, _______________________ Adv., hereby certify that _________________
and ___________________ who identified themselves by way of I.D. No. __________
__________ / who are personally known to me, signed this Agreement and that they
are authorized to sign in the name of ____________________ and that their
signature binds __________________.

71

Deed of Undertakings by the
Interested Parties

We, the
undersigned, hereby confirm and undertake as follows:

                1.

                That
      the declarations and undertakings given by us in the scope of the sale
      process and the sale procedure are correct, complete, full and updated,
      and are binding on us along with the Purchaser, for all intents and
      purposes.

                2.

                That
      we are aware that on the strength of our undertakings as set forth below,
      the Company has agreed to accept the Purchaser's offer to buy the Property
      Sold and to enter into this Agreement with
it.

                2A.

                We
      confirm the correctness of all the declarations and representations of the
      Purchaser as set forth in the Agreement, in a manner whereby those
      declarations and representations shall be deemed as if given by us
      directly to the Company.

                3.

                Each
      of the Interested Parties hereby declares and undertakes to the Company
      that it is duly incorporated and that it is entitled and authorized to
      make the undertakings set forth in this Deed of Undertaking and to perform
      same, and has passed all the resolutions and obtained all the approvals
      required according to the provisions of the law and its documents of
      incorporation for purposes of entering into this Deed of
      Undertaking.  Each of the Interested Parties further declares
      and undertakes that no steps have been taken with respect to it for an
      arrangement, stay of proceedings, winding-up, liquidation, expungement,
      bankruptcy or receivership, and that there is no threat against it of such
      legal proceedings (including the fact of there being no attachment of its
      assets), that are likely to have an effect on its contracting under this
      Deed of Undertaking and on the performance of its obligations pursuant
      hereto.

                4.

                We
      are fully conversant with the provisions of the Agreement and we declare
      and undertake that we have the ability to abide by all the Purchaser's
      obligations pursuant to the Agreement, in accordance with the contents of
      Paragraph 5 below.

                5.

                We
      owe a direct obligation to the Company for the fulfillment of all the
      Purchaser's obligations pursuant to the Agreement, including payment of
      the Consideration, in accordance with the following
      provisions:

                5.1

                The
      Interested Parties are responsible and liable directly to the Company for
      the fulfillment of all the Purchaser's obligations for payment of the
      Consideration as follows:

                5.1.1

                Dirot
      Yukra Ltd. is responsible as a direct debtor to the Company for payment of
      50% of the payments of the Consideration imposed on the Housing Company
      under the Agreement and also for payment of 50% of the payments of the
      Consideration imposed on the Mall Company under the
    Agreement.

72

In
addition:

                5.1.2

                Xxxxx
      Investments 1 Ltd. is responsible as a direct debtor to the Company for
      payment of 25% of the payments of the Consideration imposed on the Housing
      Company under the Agreement and also for payment of 25% of the payments of
      the Consideration imposed on the Mall Company under the
      Agreement.

In
addition:

                5.1.3

                Blue
      Square Real Estate Ltd. is responsible as a direct debtor to the Company
      for payment of 50% of the payments of the Consideration imposed on the
      Housing Company under the Agreement and also for payment of 50% of the
      payments of the Consideration imposed on the Mall Company under the
      Agreement.

                5.1.4

                Without
      derogating from the Company's remaining rights pursuant to the Agreement
      and according to this Deed of Undertaking, it is clarified for the removal
      of doubt that nothing in sub-paragraph 5.1 above has the effect of
      derogating from any of the remedies available to the Company according to
      any law and agreement in the event that the Housing Company and/or the
      Mall Company should default in any of their obligations for payment of the
      full Consideration (or any part thereof) under the Agreement (even if the
      Interested Parties or any of them has complied with the fulfillment of its
      obligations to the Company pursuant to this Paragraph
  5.1).

                5.2

                The
      Interested Parties are directly responsible and liable to the Company for
      the fulfillment of all the Purchaser's obligations pursuant to this
      Agreement (except only the Purchaser's obligations for payment of the full
      Consideration, in respect of which the provisions of sub-clause 5.1 above
      will apply) as follows:

                5.2.1

                Blue
      Square Real Estate Ltd. and Dirot Yukra Ltd. are liable, jointly and
      severally, as direct debtors to the Company for 50% of all the Purchaser's
      obligations under the Agreement.

In
addition:

                5.2.2

                Xxxxx
      Investments 1 Ltd. is responsible as a direct debtor to the Company for
      payment of 50% of all the Purchaser's obligations pursuant to this
      Agreement.

                5.2.3

                For
      the removal of doubt it is clarified that included in this sub-clause 5.2,
      the Interested Parties in the Housing Company are directly liable and
      responsible for all the obligations of the Housing Company for the
      construction of the public buildings, as defined in the Agreement above,
      with this being in accordance with the provisions of sub-clause 4.13 of
      the Agreement above and in accordance with the provisions of the
      Municipality Lands Agreement and the provisions of the Construction
      Contract between the Housing Company and the
  Municipality.

73

                5.3

                Our
      undertakings above and below are absolute, irrevocable and unconditional
      and included therein our obligations to the Company are not contingent on
      prior reference by the Company to any of the individual parties who make
      up the Purchaser and/or upon the exhausting of any proceedings and/or
      remedies that are available to the Company according to the Agreement
      and/or any law.

                6.

                The
      Interested Parties hereby confirm and undertake that they waive any claim,
      demand, cause of action or allegation (hereinafter: "Claim") of whatsoever
      nature according to any law and agreement as against the Company and/or
      the Municipality and/or any of the bodies connected with either of them,
      in connection with the subject matter of this Agreement and the actions of
      any of the aforesaid entities in connection with the signing and
      consummation thereof.  The confirmation of the Interested
      Parties as set forth above is also given in connection with what is stated
      in Clause 4.10 of this Agreement
above.

                7.

                The
      Interested Parties confirm that their obligations under this Deed of
      Undertaking are as a principal debtor, directly to the Company, and not as
      a guarantor.  Without derogating from the foregoing and for the
      sake of caution, the Interested Parties hereby absolutely, unconditionally
      and irrevocably waive all or any defense or argument that is available
      and/or may be available to them, if any, pursuant to the Guarantee
      Law.

                8.

                All
      the remedies and forms of relief that are available and/or may in the
      future be available to the Company as against the Purchaser in accordance
      with any law and agreement shall also be available against us in all
      respects, including in a manner that none of us will have any argument or
      defense which is not expressly available to the
  Purchaser.

In
witness whereof the parties have hereunto signed:

                  /s/
      Xxxx Xxxxx, Xxxx Xxxxx

                  /s/

                    Blue
      Square Real Estate Ltd.

                  Dirot
      Yukra Ltd

                  /s/

                  Xxxxx
      Investments 1 Ltd.

Certifications by
Attorney

I the
undersigned, _____________________ Adv., hereby certify that _________________
and ___________________ who identified themselves by way of I.D. No. _________
_________ / who are personally known to me, signed this Agreement and that they
are authorized to sign in the name of ____________________ and that their
signature binds __________________.

74

I the
undersigned, _______________________ Adv., hereby certify that _________________
and ___________________ who identified themselves by way of I.D. No. _________
_________ / who are personally known to me, signed this Agreement and that they
are authorized to sign in the name of ____________________ and that their
signature binds __________________.

I the
undersigned, _______________________ Adv., hereby certify that _________________
and ___________________ who identified themselves by way of I.D. No. __________
__________ / who are personally known to me, signed this Agreement and that they
are authorized to sign in the name of ____________________ and that their
signature binds __________________.

( 

75
Document Metadata

Table of Contents

Unofficial Translation] AGREEMENT made and entered into between the parties at Tel Aviv on the 3rd day of June 2010

Document Metadata

1.1	“The Agreement” or “this Agreement”	–	This Agreement together with all the appendices hereto.

1.2	“The sale process”	–	A sale process conducted in accordance with the sale procedure as defined below.
1.3	“The sale procedure”	–	A sale procedure that was published by the Company and the Municipality and pursuant to which the sale process was conducted.

1.4	“The sale process guarantee”	–	Bank guarantees in an aggregate amount of NIS 28,826,784 which were deposited with the Company in the scope of the sale process.

1.5	“Business day”	–	A day on which most of the branches of the banks in Israel are open for transactions with the public and in relation to which the clearing of instruments is carried out.

1.6	“The Property Sold”	–	(a) The rights and obligations of the long leasehold in the Company’s Lands for a lease period ending on August 31, 2099, all in accordance with the conditions set forth in this Agreement and in the special conditions of leasehold document which is attached to this Agreement as Appendix 1.6. The Company’s Lands have building rights of 53,400 sq.m. (main areas) for residential purposes, 14,200 sq.m. (main areas) for commercial purposes and 10,320 sq.m. (main areas) on Plot No. 6 (as defined below), all for the designated uses specified in Plan TA/3001 and together with service areas in accordance with Plan TA/3001, and the Company and the Municipality agree that the total service areas for housing in the textured building on Plot No. 1 above the determining entrance level as stated in Plan TA/3001 which will be included in the applications for building permits that will be lodged by the Purchaser in the scope of the Purchaser’s Project, will aggregate a total of at least 22,924 sq.m. service areas but not more than the maximum permitted in accordance with Plan TA/3001. For the removal of doubt it is clarified that the total main areas which are being sold to the Purchaser in accordance with this Agreement are as stated at the beginning of this sub-clause 1.6(a). Without derogating from the foregoing in this sub-clause 1.6, it is agreed that if changes in the agreement of the parties on the boundaries of the Company’s Lands should be necessary and be approved as a consequence of detailed planning of the Company’s Lands or of the Remainder of the Project Lands, the Leasehold Drawings will be amended accordingly, without any change applying to the building rights being sold to the Purchaser in the scope of the Property Sold. Under no circumstances, does the Property Sold include and will not include the parking places towers in the Kufsa lands, as defined below.
			(b)“The obligations and the commitments transferred” as defined below.

1.7	“The Obligations and Commitments Transferred”	–	The obligations and commitments transferred which are described below, unless otherwise expressly excluded in this Agreement below:

			(a) Rights and obligations that apply to the Company according to any law in its capacity as the owner of rights in the Company’s Lands including as a long leasehold lessee of the Company’s Lands and/or in its capacity as promoter of Plan TA/3001, as defined below in respect of the Company’s Lands.

			(b) All the obligations imposed on an applicant for any permit in accordance with Plan TA/3001 and the Architectural Design Plan, including the appendices thereto, in relation to the Company’s Lands, with it being clarified that nothing in the foregoing shall derogate from the Purchaser’s possibility of requesting an amendment to Plan TA/3001 and/or the Architectural Design Plan, from time to time, in accordance with any law and the terms and conditions of this Agreement, and subject to the conditions of Appendix 4.15 to this Agreement.

			(c) The rights and obligations of the Company of whatsoever nature pursuant to the 2002 Agreement in relation to the Company’s Lands, including such rights and obligations which arose, arise or will arise from the 2002 Agreement, with it being clarified that:
				2. The Company’s obligations to erect public buildings and for payment in respect of a change in the purpose of the leasehold (as stated in Clauses 4B and 9 of the 2002 Agreement), for bearing one-half of the costs of the bridge-sinking project (as stated in Clause 16G of the 2002 Agreement) which are mentioned in Paragraph 14(7) of the provisions of Plan TA/3001 and construction of the public buildings on the Company’s Plots (as mentioned in Clause 5C(1) of the 2002 Agreement) – will be deemed to have been performed and fulfilled in accordance with the provisions of the Addendum to the 2002 Agreement and the 2010 Agreement, with it being clarified that nothing in the foregoing shall derogate from the provisions of sub-clause 4.13 below and from the undertaking of the Housing Company to erect the public buildings as described in the construction contract which is an appendix to the Municipality Lands Agreement (as defined below).

				3. Payment of the Land Acquisition Tax which applies to the Company in respect of the 2002 Agreement has been guaranteed by the Company to the tax authorities, and it will be paid by the Company, at its expense and on its responsibility.

				4. The amount of the betterment levy specified in “the agreed betterment levy assessment”, as defined below, solely in relation to the Company’s Lands, will be paid and defrayed by the Company, at its expense and on its responsibility.

				5. It is further clarified for the removal of doubt that the Company is not assigning its rights and obligations under the Addendum to the 2002 Agreement and the 2010 Agreement to the Purchaser, including and without derogating from the foregoing, the Company’s rights and obligations for payment of money to the Municipality and the receipt of money from the Municipality in the scope of the accounting referred to in Clause 8.2 of the Addendum to the 2002 Agreement, which, as already mentioned, are not being assigned to the Purchaser.
			(d) Cancelled.

			(e) For the removal of doubt it is clarified that the Obligations and Commitments Transferred include only obligations and commitments in relation to the Company’s Lands, as distinct from the Remainder of the Project Lands. If the Obligations and Commitments Transferred as described in sub-clause 1.7 above are in the nature of being obligations or commitments in relation to all the Company’s rights and obligations in the Project Lands, then the Purchaser will be entitled to and liable for such obligations and commitments according to its pro rata share, which is the ratio between the building rights (main areas) in the Company’s Lands and total building rights (main areas) of the Company in the Project Lands. It is further clarified that in relation to obligations forming part of the Obligations and Commitments Transferred with respect to which a time was specified in the relevant agreement for the performance thereof, the assignment of such obligations and commitments will apply only to obligations the time for performance of which is after the date of delivery of the right of use (as defined below), unless otherwise stated in this Agreement.

			(f) Notwithstanding the foregoing it is agreed and clarified that the legal proceedings mentioned in Appendix 3.1(1) to this Agreement are brought to the knowledge of the Purchaser for information only and that the liabilities that are the subject matter of the aforesaid legal proceedings, to the extent that same should apply, are not being transferred and assigned to the Purchaser in the scope of this Agreement and are not included in the Obligations and Commitments Transferred, as defined above.

1.8	“The Municipality Lands Agreement”	–	An agreement between the Purchaser and the Municipality for the acquisition by the Purchaser of the leasehold rights in the Municipality Lands and the Additional Real Estate Rights, which is being signed by the Purchaser and the Municipality simultaneously with the signing of this Agreement.

1.9	“Agreed betterment levy assessment”	–	An agreed assessment dated January 24, 2007, which was drawn up and signed in accordance with the provisions of Clause 8 of the 2002 Agreement.

1.10	“The local committee”	–	The Tel Aviv-Jaffa Local Planning and Building Committee.

1.11	“The Municipality”	–	The Tel Aviv Municipality.
1.12	“Plan TA/3001”	–	Detailed Plan No. TA/3001 which was published for validation on September 29, 2005 in Yalkut Pirsumim (Gazette) No. 5442, together with the appendices thereto.

1.13	“Plot No. 8”	–	Plot No. 8 as defined in Plan TA/3001

1.14	“Plot No. 1”	–	Plot No. 1 as defined in Plan TA/3001

1.15	“Plot No. 6”	–	Plot No. 6 as defined in Plan TA/3001

1.16	“Date of delivery of right of use”	–	As defined in Clause 10 of the Agreement.

1.17	“The consideration”	–	The basic consideration together with the additional consideration as these terms are defined in Clause 6 below.

1.18	“Date of delivery of possession”	–	As defined in Clause 10 below.

1.19	“Related entities”	–	The controlling shareholder in any chain and/or shareholders and/or holders of rights of any sort and/or employees and/or representatives and/or agents and/or attorneys and/or officers and/or professional advisers.

1.20	“Consumer Price Index” or “the Index”	–	Unless otherwise expressly stated in a particular clause of the Agreement, the Consumer Price Index, including fruit and vegetables, published by the Central Bureau of Statistics and Economic Research, including that index even if it is published by another Government body or institution and any official index which may come in its stead, whether or not same is structured on the same data on which the existing index is structured. If the Consumer Price Index is replaced by another index, the ratio between the replaced index and the other index will be determined by the Central Bureau of Statistics.

1.21	“The Basic Index”	–	Unless otherwise expressly stated in a particular clause of this Agreement, the index which is known at the time of signing of this Agreement.

1.22	“Indexation differences”	–	Unless otherwise expressly stated in a particular clause of this Agreement, an increment in payment obtained from multiplying any payment, which accumulates indexation differences according to the provisions of this Agreement, by the percentage rise in the last known index at the time of making such calculation and/or payment, as against the Basic Index. For the removal of doubt, in a case of a fall in the new index as against the Basic Index, there will be no deduction from the payment.

1.23	“The Kufsa”	–	The land marked in red on the drawing attached to this Agreement as Appendix 1.23 (including all the levels thereof).
1.24	“The Project”	–	The project that will be erected on Project Lands and which will contain both the Purchaser’s Project as defined below as well as the project/s that will be constructed on the Remainder of the Project Lands.

1.25	“The Purchaser’s Project”	–	The project which the Purchaser will erect on the Company’s Lands, the Municipality Lands and the Additional Real Estate Rights.

1.26	“The residential section”	–	Residential buildings that will be erected on the Purchaser’s Project (excluding the basement floors) and excluding the commercial areas that will be located in the aforesaid residential buildings.

1.27	“The basement floors”	–	All the basement floors in the Purchaser’s Project up to and including the upper ground floor on which the open public areas (as defined in sub-clause 7.3 below) will be constructed, as well as all the commercial areas in the Purchaser’s Project whether same are located on the basement floors or are located above the basement floors.

1.28	“Buyers of apartments”	–	Buyers of apartments in the residential section.

1.29	“The attorneys”	–	The law office of Advocate X. Xxxxx & Co.

1.30	“The Trustee”	–	Adv. Xxxxx Amid and/or any other attorney from the law office of X. Xxxxx & Co.

1.31	“Building Inputs Index”	–	The general index of residential building input prices which is published each month by the Central Bureau of Statistics or any other body that may come in its stead, or any other index that may be specifically published in its place (subject to the ratio between them that will be fixed).

1.32	“Agreement of individual parties who make up the Purchaser”	–	Agreements, wherever signed prior to the signing of this Agreement or subsequent hereto, which are signed by the individual parties who make up the Purchaser and/or between the Interested Parties in connection with the transaction that is the subject of this Agreement and/or in connection with the Purchaser’s Project.
Appendices A1-A7	–	Drawings of the Company’s Lands and the Municipality Lands.

Appendices B1-B6	–	Drawings of the Additional Real Estate Rights.
Appendix C	–	The 2002 Agreement, the Addendum to the 2002 Agreement and the 2010 Agreement.

Appendix D	–	Plan TA/3001 and the Architectural Design Plans (including the appendices thereto).

Appendix E	–	Extract of registration of Parcel 93.

Appendix F	–	Firm commitment letter.

Appendix G	–	Structure and percentage holdings in the Housing Company and in the Mall Company.

Appendix 1.6	–	The special conditions of leasehold document.

Appendix 1.23	–	Drawing of the Kufsa.

Appendix 3.1(1)	–	Legal proceedings in connection with the Property Sold to which the Company is a party.

Appendix 3.1(2)	–	List of existing encumbrances in favor of Bank Leumi.

Appendix 3.1(3)	–	Updated letter of intent dated March 7, 2010.

Appendix 4.13	–	The construction contract.

Appendix 4.15	–	Declaration of verifying representations drawn to the date of delivery of the right of use and the right of possession.

Appendix 4.16	–	Additional provisions appendix.

Appendix 4.18	–	Timetables appendix.

Appendix 6.2.8	–	Text of letter of instructions to Trustee.

Appendix 6.10.1	–	Main points of the specification, simulations and photographs.

Appendix 9.1.5	–	Tax certificates in respect of the 2002 Agreement.

Appendix 9.2	–	Text of irrevocable power of attorney to Purchaser for transfer of rights in the Property Sold.

Appendix 9.6	–	Text of power of attorney to the Company’s attorneys for expunging of caveat.

Appendix 9.6A	–	Power of attorney for specifically attributing caveats and for the effecting of registrations by the Company.

Appendix 9.10	–	Power of attorney for effecting registrations.

Appendix 10.5.4	–	Notarial power of attorney for eviction of the Purchaser.

Appendix 10.6.2	–	Text of deed of assignment of the Obligations and Commitments Transferred.
/s/ Xxxx Xxxxx, Xxxx Xxxxx		/s/
Blue Square Real Estate Ltd.		Dirot Yukra Ltd