0001193125-05-231690 Sample Contracts

Memorandum of Agreement
Memorandum of Agreement • November 23rd, 2005 • Arel Communications & Software LTD • Services-computer integrated systems design

Made and executed as of November 18, 2005 by and between CYMI Private Equity II LLC. (“CYMI”) on the one part, and the group of shareholders listed below (the “Klier Group”), represented by Mr. Shimon Klier (“SK”), on the other part.

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Joint Filing Agreement
Joint Filing Agreement • November 23rd, 2005 • Arel Communications & Software LTD • Services-computer integrated systems design

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D/A (including amendments thereto) with respect to the Ordinary Shares of Arel Communications and Software Ltd. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this agreement this 23rd day of November, 2005.

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