LETTER OF GUARANTEE

We the undersigned hereby guarantees to HSBC Bank plc (hereinafter referred to as the "Bank") the due performance of the obligations of the Customer due to any debt arising under the Revolving Facility Agreement signed between the Customer and the Bank on or about the date hereof (hereinafter, as it may be amended, restated or modified in writing from time to time: the "Facility Agreement") upon the occurrence and during the continuance of an Event of Default thereunder. Terms not defined herein are used as defined in the Facility Agreement.

The aforementioned obligations may be direct or indirect, absolute or conditional, and shall also include interest, differentials arising out of linkage to an index or to the exchange rate of any currency, and also commissions and costs which shall arise out of the aforementioned obligations (hereinafter referred to as the "Customer’s indebtedness"). We undertake to pay the Bank, subject to the terms of Section 16 (a) below upon its first demand any amount guaranteed hereby.

Guarantee Limited in Amount – the amount of the Customer’s indebtedness guaranteed by us shall not exceed the principal amount of USD 15,000,000 together with interest, differentials arising out of linkage to an index or to an exchange rate, indemnities (pursuant to Clauses 11.2 and 19 of the Facility Agreement), commissions and costs at such rate and in such amounts as the Bank shall be entitled to debit the Customer.

The inclusive amount of the Customer’s indebtedness as at the date of signature of this guarantee is nil excluding interest and commissions which have accrued after the last debit date thereof.

The credit facility that the Bank granted to the Customer as of the date of the signature of this guarantee is in a maximum principal amount of USD 15,000,000.

As of the date of the signature of this guarantee the number of the guarantors to the Bank is 4.

(Reserved)

This guarantee shall be in force until the earlier of: (i) the Customer’s indebtedness is repaid in full and the Bank has no further commitment to advance funds to the Customer or (ii) it is cancelled by us in writing. In a case of cancellation as aforesaid our obligations shall apply to the Customer’s indebtedness as the same shall be on the thirtieth day from the date of service of notice of cancellation to the Bank including any amount that is incurred as interest, commissions and expenses of the Bank even after that date. We undertake to pay to the Bank, subject to the terms of Section 16 (a) below on its first demand the above guaranteed amounts, provided that no demand may be made unless and only to the extent the Customer has defaulted on payment under the Customer indebtedness .

The Bank is entitled without obtaining our consent (provided that the Bank shall provide us with a written notice of the following as early as practicable upon taking any of the following actions):

to terminate, change, increase, reduce, or renew any credit or banking facility whatsoever granted to the Customer (provided that we shall not be obligated hereunder with respect to any increase in the Customer's obligations above the threshold specified in Section 3 above);

to exchange, release, realize or refrain from realising collateral held by the Bank subject to the terms of Section 16 (a) below;

to reach a compromise, to grant extensions, to release or come to any agreement whatsoever with the Customer or another person or a guarantor of his indebtedness – including us;

the action of the Bank as aforesaid shall not affect or derogate from our obligations pursuant to this guarantee and shall not confer upon us any right or option pursuant to sections 5 and 6 of the Guarantee Law – 1967;

this guarantee shall not be affected by the invalidity of the Customer’s indebtedness, including indebtedness occurred after the limitation of his legal capacity to act or the liquidation of the Customer or by reason of the Bank not having received collateral or that the collateral which has been received is valueless or invalid;

For the avoidance of doubt, Guarantor, without notice to or approval from Bank, is permitted to (i) incur additional indebtedness (in which case, if so requested, the Bank shall enter into a new and/or additional subordination agreement), (ii) substitute, amend, modify, refinance or supplement the Senior Credit Facility agreement (in which case the Subordination Agreement will remain in full force and effect and apply to such amendment, modification and supplement, provided that if so requested by Agent, the Bank will enter into a reaffirmation, extension, or supplement of the Subordination Agreement) (the above events shall be collectively referred to as "New Financing") provided 1) Guarantor complies with Sections 16 (b) and (c) above, 2) no Event of Default has occurred and is continuing, 3) no assets of the Israeli Domiciled Corporate Group are pledged in favour of any entity other than the Bank due to such New Financing, and 4) where applicable - the terms of any new subordination agreement and/or of any reaffirmation, extension, or supplement of the Subordination Agreement (as and to the extent applicable)are no less favourable to the Bank than the terms of the Subordination Agreement.

If we are required to withhold taxes or similar amounts from any payments made hereunder, we will do so and pay them to the appropriate Governmental Authority. We shall indemnify Bank for U.S. withholding taxes that are imposed on payments to be made under this Agreement only if (i) the Bank's full compliance with paragraph (c) above does not actually permit such payments to be made without withholding of U.S. tax or (ii) there has been a Change in Law that results in Bank’s inability to reasonably comply with paragraph (c) above. “Change in Law” is defined as the occurrence, after the date of this Guarantee, of any of the following: (A) the adoption or taking effect of any law, rule, regulation or treaty, (B) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (C) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.