EXHIBIT 7(B)

                                    AGREEMENT
                                    ---------

                    MADE IN TEL AVIV ON THE 22 OF APRIL, 2002
             AS AN AMENDMENT TO AN AGREEMENT DATE DECEMBER 22, 1997

BETWEEN:          MEIR SHAMIR
                  Of 23 Yoav Street, Zahala
                  (hereinafter: "Meir Shamir")

AND:              ASHTROM INDUSTRIES LTD. (AND/OR AFFILIATED COMPANY)
                  Company no. 52 - 003715 - 1
                  Of 10 Kremnitski Street, Tel Aviv
                  (hereinafter: "Ashtrom")

WHEREAS:                Meir Shamir is a shareholder in Mivtach Shamir Holdings
                        Ltd. (hereinafter: "Mivtach Shamir" or the "Company");

WHEREAS:                Ashtrom is a shareholder  in Mivtach Shamir;

AND WHEREAS:            The parties wish to engage in an agreement pursuant to
                        which they shall formalize the relations between them as
                        shareholders in Mivtach Shamir,

   THE FOLLOWING HAS THEREFORE BEEN STIPULATED AND AGREED BETWEEN THE PARTIES:

PREAMBLE
--------

1. The Preamble to this Agreement forms an integral part hereof.

COOPERATION BETWEEN THE PARTIES AT THE GENERAL MEETINGS OF MIVTACH SHAMIR
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2.      a.      Meir Shamir and Ashtrom undertake to vote at the general
                meetings of Mivtach Shamir, in such a manner and in accordance
                with the joint resolution which the parties shall reach prior to
                the date of the convening of the preliminary meeting or prior to
                the passing thereby of any other resolution at Mivtach Shamir,
                respectively; and in the absence of consent with regard to such
                a resolution, the parties shall apply to Mr. Yoni Caplan
                (hereinafter: the "Arbitrator") in order for him to determine,
                in keeping with the joint


                interest of Meir Shamir and Ashtrom as shareholders in Mivtach
                Shamir, given the circumstances of the matter, which is the more
                appropriate resolution which the parties should pass, and his
                decision shall be binding upon the parties for all intents and
                purposes and the parties shall have no possibility of appealing
                against his said decision.

        b.      Should the Arbitrator be unable to render his award, as stated
                above, the parties shall apply to Mr. Zeev Feldman (hereinafter:
                the "Alternate Arbitrator") and his decision shall be binding
                upon the parties for all intents and purposes and the parties
                shall have no possibility of appealing against his said
                decision.

        c.      Should the Alternate Arbitrator be unable to render his award,
                as stated above, the parties shall apply to Mr. Amos Epstein
                (hereinafter: the "Additional Arbitrator") and his decision
                shall be binding upon the parties for all intents and purposes
                and the parties shall have no possibility of appealing against
                his said decision.

        d.      Should the Arbitrators be unable to render their award by the
                date of the convening of the general meeting, then the parties
                shall act to procure the adjournment of the date of the
                convening of the said general meeting.

3.      At the request of any of the parties to this Agreement, which holds at
        least 12% of the outstanding capital of Mivtach Shamir, Mivtach Shamir
        shall distribute a dividend at a rate of 50% of the profits that can
        legally be distributed as a dividend at the Company.

        APPOINTMENT OF THE BOARD OF DIRECTORS OF MIVTACH SHAMIR
        -------------------------------------------------------

4.      The Board of Directors of Mivtach Shamir shall appoint directors who
        shall be appointed in the manner described in this section.

        4.1     The parties shall cooperate at the general meetings of Mivtach
                Shamir for the purpose of appointing one director, who shall be
                recommended by Ashtrom and two directors who shall be
                recommended by Meir Shamir for the Board of Directors of Mivtach
                Shamir.

        4.2     The two additional directors shall be external directors and the
                parties shall cooperate at the general meetings of Mivtach
                Shamir to ensure that one of them shall be elected at the
                recommendation of Meir Shamir and the other shall be elected at
                the recommendation of Ashtrom.


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5.      RIGHT OF FIRST REFUSAL OR TAG ALONG RIGHT

        5.1     Should a party to this Agreement wish to sell any of its shares
                in Mivtach Shamir (hereinafter: the "Seller") at a rate
                exceeding 2% of the outstanding share capital of Mivtach Shamir
                each calendar year, it shall be required to give written notice
                thereof (hereinafter: the "Sale Notice") to the other party
                (hereinafter: the "Offeree") in which it shall specify the
                number and class of the shares which it wishes to sell as stated
                (hereinafter: the " Offered Shares"), the price for the Offered
                Shares and the rest of the terms of the sale pursuant to which
                the Seller wishes to sell the Offered Shares; in such an event,
                the Offeree shall have the right to purchase the Offered Shares,
                at such price and upon such terms as set forth in the Sale
                Notice or, alternatively, the right to include in the sale of
                the Offered Shares part of his own shares, as stated below.

        5.2     Should the Offeree wish to exercise right to purchase the
                Offered Shares, he shall give notice thereof to the Seller
                (hereinafter: the "Purchase Notice") within 7 (seven) business
                days from the date on which he received the Sale Notice that
                refers to all the Offered Shares. Should Purchase Notices (that
                refer to all the Offered Shares) be submitted to the Seller,
                within the period of time determined therefor as stated above,
                then the submission to the Seller of the Purchase Notices as
                stated by the Offeree shall be deemed to be the making of a
                binding agreement between him and the Seller, pursuant to which
                the Seller undertakes to sell to him and he undertakes to buy
                from the Seller the Offered Shares at such price and upon such
                terms as set forth in the Sale Notice. If the Offeree gave
                notice of his wish to exercise his right to purchase the Offered
                Shares, then the purchase shall be made by him of all the
                Offered Shares. The purchase shall be made in such a manner that
                within 3 (three) business days from the date of the submission
                of the Purchase Notice, the Seller shall submit to the Offerees
                a deed of transfer in respect of the Offered Shares and any
                other document that is required for the purpose of execution of
                the said transfer; and against the submission of the said
                documents, the Offeree shall pay to the Seller the consideration
                of the shares.

        5.3     Should the Offeree wish to exercise his right to include in the
                sale of the Offered Shares part of his own shares, notice
                thereof shall be submitted to the Seller (hereinafter: the "Tag
                Along Notice") within 7 (seven) business days from the date on
                which he received the Sale Notice. Should Tag Along Notices be
                submitted to the Seller, within the period of time determined
                therefor as stated above, then the submission to the Seller of
                the Tag

                                      -3-


                Along Notices as stated by the Offeree shall be deemed to be the
                making of a binding agreement between him and the Seller,
                pursuant to which the Seller undertakes to let him participate,
                up to him proportionate share, in the sale of the Offered
                Shares, at such price and upon such terms as set forth in the
                Sale Notice. If the Offeree gave notice of its wish to exercise
                its right, as stated, then it shall participate in such a manner
                that the Seller and the participating Offeree shall take part in
                the sale of the Offered Shares according to the relative ratios
                of the shares held by the two of them in the Company on the date
                of the submission of the Sale Notices.

        5.4     Should no Purchase Notice in respect of all of the Offered
                Shares and no Tag Along Notice be submitted to the Seller within
                the period of 7 (seven) business days as specified above, the
                Seller shall be entitled, within a period of 30 (thirty) days
                after the end of the said period of 7 business days, to sell the
                Offered Shares to a third party, at such price and upon such
                terms that are not inferior, as far as the Seller is concerned,
                to those set forth in the Sale Notice. Should the Seller fail to
                sell the Offered Shares within the period of 30 (thirty) days as
                stated in the said terms, then the provisions of this section
                shall re-apply in the event that the Seller should wish to sell
                any of its shares in the Company.

        5.5     That stated in this section shall not apply to a transfer of
                shares to an entity of which the Seller has control, and for
                such time as it has such control, or to an entity that directly
                controls the Seller, and for such time as it controls the Seller
                as stated, or to an entity that is also controlled by the entity
                that directly controls the Seller, and for such time as it is so
                controlled, provided that the transferee took upon itself all
                the obligations of the transferor pursuant to this Agreement.

                For the purposes of this section, "control" means the holding of
                50% or more of the voting power and/or of the right to appoint
                the members of the Board of Directors.

        5.6     That stated in this section shall not apply to a transfer of
                shares to first-degree family members of the transferor,
                provided that the transferee took upon itself all the
                obligations of the transferor pursuant to this Agreement.

        5.7     The Tag Along right that is given in this section shall not be
                given to Meir Shamir, for such time as Meir Shamir holds shares
                of the Company, whether directly or indirectly through
                corporations in his control. For the avoidance of doubt, it is
                hereby clarified that the restriction set forth in the provision
                of this section shall not apply to any of the

                                      -4-


                successors of Meir Shamir who shall hold the shares of Meir
                Shamir instead of him.

        6.      Validity of the Agreement

        6.1     The rights that are granted to Meir Shamir and to Ashtrom
                pursuant to the provisions of this Agreement shall remain in
                effect with regard to Meir Shamir as long as he holds at least
                25% of the outstanding share capital of Mivtach Shamir and with
                regard to Ashtrom, as long as it holds at least 12% of the
                outstanding share capital of Mivtach Shamir.

        6.2     The obligations of each party to this Agreement shall be
                cancelled when the holdings of the said party in the outstanding
                share capital of Mivtach Shamir shall be less than 5%. Without
                prejudice to the generality of the foregoing, it is hereby
                clarified that the foregoing shall not constitute an
                undertaking, whether express or implied, by either of the
                parties not to sell its shares in Mivtach Shamir, in whole or in
                part.

        6.3     For the purposes of this section, the holdings of the parties
                shall be deemed to include the direct holdings of the parties to
                this Agreement as well as their indirect holdings, through
                corporations held by them in their entirety.

7.      GENERAL PROVISIONS

        7.1     Each of the parties undertakes to submit any approval, to sign
                any document and to perform any act whereof the submission or
                performance by that party is required for the purpose of the
                granting validity to the provisions of this Agreement and to the
                execution thereof.

        7.2     The parties agree that any disputes that shall arise in
                connection with the validity and the execution of this Agreement
                shall be submitted for determination by a sole arbitrator who
                shall be appointed by the parties, with consent, and in the
                absence of consent between them, by the person who, at that
                time, shall be the Chairman of the Board of Directors of Bank
                Leumi LeIsrael Ltd. The arbitrator shall not be bound by the
                laws of evidence or the laws of civil procedure, however, he
                shall be required to render his award pursuant to the
                substantive law and to give reasons for his award.

        7.3     The addresses of the parties for the purpose of this Agreement
                are as set forth in the Preamble to this Agreement.

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IN WITNESS WHEREOF THE PARTIES HERETO HAVE HEREUNTO SET THEIR HANDS:


                                            /s/ Meir Shamir
                                            -----------------------------
                                            Meir Shamir



                                            Ashtrom Industries Ltd.



                                            By:
                                               --------------------------
                                               Name:
                                               Title:



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