EX-10.4.25 89 file081.htm LEASE AGREEMENT


                                                                 Exhibit 10.4.25


                           UNPROTECTED LEASE AGREEMENT

             Made in Yavne, Israel as of this 15th day of July, 2004
                                 BY AND BETWEEN:

Ormat Industries Ltd.
Public Company No. 52-003671-6
Of the Industrial Area of Yavne
(hereinafter:  "OIL")
                                                              OF THE FIRST PART;

                                      AND:

Ormat Systems Ltd.
Private Company No. 51-159723-9
Of the Industrial Area of Yavne
(hereinafter: "OSL")
                                                             OF THE SECOND PART;

WHEREAS       OIL leases from the Israeli Land Administration (hereinafter:
              "ILA") a 65,655 sqm of land in the Industrial Area of Yavneh,
              known as Block no. 5403 Plots 8 & 9 (in part), Block 4921 Plots D
              & 10 (in part) and Block no. 5170 Plot 107 (hereinafter: "THE REAL
              ESTATE"), under lease contracts expiring between 2018 through 2047
              (hereinafter: "THE LEASE CONTRACTS") and on which OIL's production
              and manufacturing facilities, headquarters, the technical school
              and other permanent constructions and fixtures used by OIL are
              located as well as the plot on which the Guest House is located at
              7 Brosh St., Yavne (hereinafter, together: "THE PLANT"); and

WHEREAS       OIL and OSL have agreed on the sale of certain assets and
              liabilities of OIL to OSL, including the activities of the Plant
              but excluding the Real Estate and the Plant, and for that purpose
              are entering, simultaneously with their entering into this
              Agreement, into a Purchase Agreement (hereinafter: "THE PURCHASE
              AGREEMENT"); and

WHEREAS       OSL wishes to lease the Real Estate and the Plant for the Term (as
              hereinafter defined), and OIL wishes to lease the Real Estate and
              the Plant to OSL for said period, provided, however that the terms
              of the Law for the Protection of Tenants [Consolidated Version],
              1972 and/or any other law which will replace it or add to it, will
              not apply to this Agreement and that OSL will not be protected by
              such laws;




                                      -2-

       THEREFORE, IN CONSIDERATION OF THE FOREGOING, THE PARTIES, INTENDING
       TO BE LEGALLY BOUND, AGREE AS FOLLOWS:

  1.   DEFINITIONS

       In this Agreement, except where the context otherwise requires, the
       following terms shall have the meaning ascribed to them hereunder:

1.1            "THE LEASED PROPERTY" - the Real Estate and the Plant, depicted
       in blue and red respectively in the drawing attached as EXHIBIT A to this
       Agreement. For the removal of doubt, the Leased Property will include any
       permanent constructions and fixtures located in the Real Property, which
       may not under Israeli law be sold apart from the Real Estate, while it is
       the intention of the Parties that all detachable, removable and/or
       temporary fixtures and constructions will be sold to OSL under the
       Purchase Agreement.

1.2            "QUARTER" - any three-months-period beginning on January 1st,
       April 1st, July 1st or October 1st.

1.3            "BUSINESS DAY" - a day in which most of the five largest banks in
       Israel are open to transact business with the public.

1.4            "THE REPRESENTATIVE RATE OF EXCHANGE" - the representative rate
       of exchange of the USD published by the Bank of Israel, and if such rate
       will not be published, then any rate which will replace it and in the
       absence of such rate - the average of the two largest banks in Israel buy
       and sale rates for transfers of USD.

1.5            "ASSIGNMENT" - whether by way of assignment, conveyance,
       transfer, sale, sublet, lease, pledge, lien, or license, whether with or
       with no consideration.

1.6            "PERMITTED TRANSFEREE" - an entity Controlling, under the Control
       of, or under common Control with, the transferor.

1.7            "CONTROL" - the ability to direct the operations and activities
       of a corporation, except an ability stemming only from the fulfillment of
       a position of a director or another office in the corporation, and it is
       presumed that a person controls a corporation if the person holds half or
       more of the voting rights in the corporation, or half or more of the
       rights to nominate the directors of the corporation.



                                      -3-

  2.   LEASE AND TERM

2.1            Subject to the conditions specified herein, OIL hereby leases to
       OSL and OSL hereby leases from OIL, the Leased Property, for a period of
       4 years and 11 months, commencing on July 1st, 2004 (hereinafter: the
       "TERM"). If necessary, OIL will apply to the ILA for its consent to
       extend the Term to a period of up to a total of 25 years (less one day)
       and, should such approval be granted or if such an approval is not
       required, the Term will be extended accordingly. For the purpose of this
       Agreement, the Term shall include any extension thereof.

2.2            If required, the Parties will exert their best efforts to
       register the Lease with the Land Registry Office and will do so with
       respect to any other registry where such registration is deemed necessary
       or beneficial by the Parties.

2.3            Possession of the Leased Property will be granted to OSL
       effective as of July 1st, 2004 (hereinafter: the "EFFECTIVE DATE").

2.4            Should OIL's Lease Contracts, or part thereof, be terminated
       and/or not be renewed, then the Term with respect to the relevant plot,
       will terminate, and the provisions of section 12.3 hereunder will apply,
       accordingly. The parties agree that other than for gross negligence,
       willful misconduct, or a breach by OIL of its Lease Contracts, OIL shall
       not be liable to OSL for damage and/or loss which results from the
       termination of the Lease by the ILA or the denial of any extension by the
       ILA.

  3.   USE OF THE LEASED PROPERTY

3.1            OIL hereby leases the Leased Property to OSL for the purpose of
       operating the Plant and/or any other type of legal activity.

3.2            OSL declares that it is familiar with, and has seen and
       inspected, the Leased Property, its surroundings and the regulatory
       framework applicable to the Leased Property (including the plans ("taba")
       and the designation of the Leased Property thereunder) and has found the
       Leased Property and its surroundings to be in good and proper condition,
       and the Leased Property and the regulatory framework suitable for its
       purposes and needs. Subject to OIL's complying with its obligations
       hereunder, OSL hereby waives any claim of defect or unsuitability
       regarding the Leased Property, and any other claim of any kind regarding
       the Leased Property or this Agreement.




                                      -4-

3.3            The Plant and/or any other business will be operated by OSL in
       the Leased Property at its sole cost. Beginning on the Effective Date,
       OSL will be solely responsible for obtaining any licenses, permits and
       authorizations necessary for the use and operation of its business in the
       Leased Property. Notwithstanding the above, if required, OIL will assist
       OSL in obtaining any such authorizations, provided OSL will reimburse OIL
       for any expenses incurred by it in connection therewith. For the removal
       of doubt, failure to obtain the necessary authorizations or their
       termination, shall not grant OSL the right to terminate this Agreement or
       the lease hereunder, prior to the termination of the Lease Period.

  4.   OWNERSHIP OF LEASED PROPERTY


       OIL hereby declares and warrants that it is the sole legal lessor and
       holder of the Leased Property and that it is legally entitled to lease
       the Leased Property pursuant to the terms and conditions of this
       Agreement.

  5.   RENT

5.1            In consideration for the lease of the Leased Property, OSL will
       pay OIL a monthly rent of USD52,250 (hereinafter: "THE RENT"), together
       with VAT as stated in clause 5.5 hereunder. The Rent will be paid every
       Quarter in advance, on the first Business Day of such Quarter, with the
       Rent for the period commencing on the Effective Date to be paid on the
       date of signing of this Agreement.

5.2            The Rent will be adjusted every year, beginning on January 1st,
       2005, by the same rate of increase of the Israeli Consumer Price Index
       ("CPI") during the previous calendar year. In any event, the Rent with
       respect to each year during the Term and any extension thereof shall not
       be lower than the Rent paid during the previous year.

5.3            At OSL's choice, Rent will be paid either in USD or in NIS. If
       Rent is paid in NIS, it will be paid according to the Representative Rate
       of Exchange most recently published by the Bank of Israel prior to the
       time of payment.

5.4            Payment of Rent will be effected in cash by wire transfer of
       immediately available funds to an account designated by OIL, in writing,
       or by check, or in any other manner approved by the Parties' CEOs.




                                      -5-

5.5            Value Added Tax, at the appropriate rate, shall be paid by OSL
       with respect to any Rent payment, and in the same manner and on the same
       date such payment is made, against issuance of a VAT invoice by OIL.

  6.   TAXES AND OTHER PAYMENTS IMPOSED ON OSL

6.1            OSL shall pay during the Term any tax, levy, charge or other
       compulsory payments, whether state or municipal and of any kind, imposed
       on the date hereof and/or in the future, on the lessee and/or occupant
       and/or possessor of the Leased Property, and/or applicable on the
       business or operations of OSL in the Leased Property, including municipal
       tax ("arnona"), business tax, licenses fees etc., but excluding payments
       which pursuant to this Agreement are the liability of OIL.

6.2            OSL will pay all the required payments relating to the operation
       of the Leased Property, including electricity, water, gas, telephone
       (including faxes) etc. OIL may demand OSL to register itself during the
       Term as the debtor of such payments with the appropriate entities, and
       OSL will do so. Upon the termination of the Lease Agreement, OIL (or
       whomever it may order) will be re-registered as the debtor.

6.3            OSL will timely and fully remit all taxes and other payments
       imposed on it as aforesaid. Notwithstanding the above, in any event of
       late payment, OSL will bear any interest (including arrears interest),
       linkage differences, fines and other costs imposed in connection with
       such late payment.

6.4            Within reasonable time of OIL's demand, OSL will provide it with
       all the receipts or other certifications proving its full and timely
       compliance with its payment obligations under this clause. OIL will be
       entitled, but not obligated, to pay any such payment which has been due
       for over 60 Business Day and has not been paid by OSL at the time OIL
       remits such payment, and in such event OSL will reimburse OIL for its
       expenses, immediately upon OIL's demand, together with interest (as set
       forth in clause 14.1 hereunder).





                                      -6-


  7.   TAXES AND OTHER PAYMENTS IMPOSED ON OIL

       OSL shall indemnify OIL, immediately upon OIL's demand, for any taxes,
       levies or charges imposed upon OIL, including any payments to the ILA, in
       connection with Leased Property and/or the Rent, but excluding any income
       taxes or other taxes imposed by reference to revenues of OIL or earnings
       of OIL derived from the Rent.

  8.   INAPPLICABILITY OF TENANCY PROTECTION LAWS

       OSL hereby declares, warrants and certifies that:

8.1            The Tenant Protection Law [Consolidated Version], 1972
       (hereinafter: "THE TENANT LAW") does not apply to the lease under this
       Agreement.

8.2            This Agreement, the lease hereunder, OSL, and the Leased Property
       are not and will not be protected under the provisions of the Tenant Law
       nor under any other law that may amend or add to or replace the Tenant
       Law, nor under any other law that now grants or in any time in the future
       will grant tenants or tenancies protection similar to those mentioned in
       the Tenant Law. Any such laws, or any regulation, directive or
       legislation that has been or will be passed or promulgated in the future
       under such laws, shall not apply to OSL, the Leased Property, this
       Agreement or the lease hereunder.

8.3            OSL has not paid, nor has it been required to pay or undertook to
       pay OIL any amount whatsoever, directly or indirectly, whether in money
       or its equivalent, with respect to "key monies" for the lease. OSL hereby
       warrants and declares that any repair and/or change executed in the
       Leased Property, if at all, will be executed in the course of ongoing
       maintenance of the Leased Property and shall not constitute fundamental
       changes in the Leased Property. Hence, upon surrender of the Leased
       Property, OSL shall not be entitled to claim or receive any amount or
       benefit with respect to key monies or goodwill.

  9    OSL'S UNDERTAKINGS

9.1            OSL will fully and timely comply with all laws, regulations,
       directives and other legislation, as well as any licenses, permits and
       authorizations issued by the authorities or required by them, applicable
       to the maintenance and operation of the Leased Property, its use and the
       activities taking place therein.




                                      -7-

  9.2          OSL will look after the intactness of the Leased Property, will
       operate its business only within the boundaries of the Leased Property
       and will not cause or allow its employees, managers, invitees, customers
       or any one on its behalf to cause any hazard, nuisance, trespassing,
       noise, shocks, filth, smoke or other unpleasantness to the users of the
       Leased Property and/or its surroundings, which is unreasonable
       considering the character of the Leased Property and the character of its
       surroundings.

  9.3            OSL will use the Leased Property in a reasonable and careful
       manner. Without derogating from the generality of the above, OSL:

9.3.1          Will keep the Leased Property in a good and proper shape, except
       for reasonable wear and tear.

9.3.2          Will keep the Leased Property clean.

9.3.3          Will use the Leased Property for legal activities.

9.3.4          Will not act in a manner causing harm to the Leased Property.

9.3.5          Will inform OIL of any defect, damage or loss caused to the
       Leased Property, immediately upon their occurring.

9.3.6          Will without delay repair, at its own expense, any loss or damage
       caused to the Leased Property. Should OSL fail to do so within 10
       Business Days of the occurance of such loss or damage, OIL may (but will
       not be obligated to) execute such repair works, at OSL's expense, and OSL
       will reimburse OIL for any out of pocket expenses borne by it with
       respect thereto immediately upon OIL's demand. The expenses will bear
       interest, as set forth in clause 14.1 hereunder.

  9.4          OSL shall obtain and maintain, at its own cost and
       responsibility, with financially and professionally reputable insurers,
       the insurance policies detailed in EXHIBIT B to this Agreement, which
       will cover the Leased Property and its contents at their full value. Both
       OIL and OSL shall be named as beneficiaries of such insurance policies.
       OSL will keep its insurance policies in full force and effect throughout
       the Lease period and will pay the premiums in full and in a timely
       manner. Upon OIL's demand, OSL will present it with proof of its
       compliance with this undertaking. Should OSL fail to obtain or maintain
       insurance policies as aforesaid, OIL may do so




                                      -8-

       at OSL's expense, and OSL shall indemnify OIL, upon its demand, for
       all its expenses in connection therewith. In any event of damage, OSL
       shall take reasonable measures to activate the policies and will use
       any monies received in connection with such policies only to repair,
       with no delay, the damage covered.

  10.  OSL INDEMNIFICATION UNDERTAKINGS

10.1           In addition to any liability imposed on OSL under law, OSL will
       repair, at its expense, any damage or loss which results from defective
       construction of the Plant. Such repair works will be executed by OSL
       within reasonable time of being notified by OIL of the damage or loss.
       Should OSL fail to execute any such repair works within 10 Business Days
       of being notified of the damage or loss, OIL may notify OSL of its intent
       to repair the damage or loss, and in the absence of action on the part of
       OSL within 5 Business Days, OIL may (but will not be obligated to) repair
       any such damage or loss at OSL's expense. OSL will reimburse OIL for any
       out-of-pocket expenses borne by it with respect thereto immediately upon
       OIL's demand. The expenses will bear interest as set forth in clause 14.1
       hereunder.

10.2           Notwithstanding the above, and in addition to any liability
       imposed on OSL under law as possessor and/or occupant and/or lessee of
       the Leased Property, OSL will be solely responsible for any damages of
       any type or kind caused to the Leased Property and/or OIL and/or a third
       party present in the Leased Property (including bodily injury or damages
       to property), as a result of OSL's negligent acts or omissions, including
       the negligent acts or omissions of its employees, invitees or any other
       person or entity acting on behalf of OSL. OSL hereby releases OIL from
       any liabilities under any law to indemnify and/or compensate and/or be
       liable to such damage. OSL will indemnify OIL, immediately upon its
       demand, for any loss or expenses (including legal expenses) it paid as a
       result of OSL's negligence, including loss or expenses incurred by as a
       result of any demand, motion or law suit derived, directly or indirectly,
       from OSL's said negligence.

  11.  MODIFICATIONS AND ALTERATIONS

11.1           Subject to clause 11.4 hereunder, OSL will not build or construct
       on or otherwise develop, modify, alter or effect a change in the Leased
       Property (hereinafter: "A CHANGE") without the advance written consent of
       OIL, which will not be unreasonably withheld.




                                      -9-

11.2           In case of any request or requirement for a Change by OSL, OSL
       will provide OIL in writing all the information regarding the requested
       Change, including all information reasonably required by OIL.

11.3           If OIL authorizes a Change, OSL will be permitted to execute such
       Change, provided it corresponds to the authorization and all other
       reasonable limitations or restrictions imposed by OIL.

11.4           Notwithstanding the provisions of clause 11.1 above, OSL shall be
       entitled to remodel, redecorate, refurbish and make improvements and
       replacements (hereinafter: "IMPROVEMENTS") to the interior structure of
       the Plant as OSL may deem desirable. OIL will have no objection to the
       same, provided that none of the Improvements will have any permanent
       effect whatsoever on the structure or construction of the Plant.

11.5           OSL will bear the responsibility and all costs and expenses
       involved in executing the Change or Improvement, and the maintenance
       thereof, and will not be entitled to any compensation, consideration or
       indemnification for such Change or Improvement, whether upon its
       execution or any time thereafter, including at the termination of this
       Agreement. Neither will OSL be entitled to any reduction in the Rent on
       account of such Change or Improvement. For the removal of doubt, OSL
       alone will be responsible to obtain any necessary approvals or
       authorizations for the execution of the Change or Improvement.

11.6           Any Change or Improvement made will be considered an integral
       part of the Leased Property and deemed owned by OIL for all intents and
       purposes, and will accordingly be surrendered to OIL, together with the
       Leased Property, upon termination of this Agreement (for no
       consideration). Provided however, that subject to clause 13 hereunder,
       said provision will not apply to equipment and furniture belonging to OSL
       (including phones and computer systems) which are not permanently
       attached to the Leased Property and whose detachment will not have a
       permanent effect on the construction or structure of the Plant.


               Notwithstanding the above, OIL shall be entitled at the end of
               the Term or upon the termination of this Agreement, to demand
               that OSL remove any Change or Improvement and return the Leased
               Property to its previous condition, at OSL's expense and OSL
               will do so, within a




                                      -10-

               reasonable time after being so demanded. If OSL fails to do so
               within 30 Business Days of receipt of such a demand, OIL may
               return the Leased Property to its previous condition, at OSL's
               expense, and OSL will reimburse OIL for all its expenses in
               connection therewith, together with interest as set forth in
               clause 14.1 hereunder, immediately upon OIL's demand.

  12.  CEASING OF OPERATION AND TERMINATION

12.1           OSL may cease its activities in the Leased Property at any time
       during the Term, provided however, it continues to fully comply with it
       obligations under this Agreement.

12.2           OIL will have the right to terminate this Agreement upon the
       occurrence of any one of the followings: (i) the dissolution or winding
       up of OSL (ii) an appointment of a special manager, trustee or receiver,
       over OSL or its material assets, if such appointment is not cancelled
       within 90 days (iii) a breach by OSL of any of its payment obligations to
       OIL under this Agreement which is not remedied within 30 days after being
       notified in writing of the breach by OIL, or a breach of OSL of any of
       its other undertakings under this Agreement which is not remedied within
       90 days after being notified in writing of the breach by OIL.

12.3           Upon OIL request and at OIL's sole discretion, the area of the
       Leased Property shall be reduced in order to accommodate the needs of
       OIL; provided, however, that any such reduction does not have an adverse
       affect on the operation of the business of OSL in the Leased Property. If
       OIL exercises its aforesaid right, the Rent and all OSL's liabilities
       with respect to the Leased Property shall be adjusted proportionately to
       such reduction.

13.    SURRENDER OF THE LEASED PROPERTY

13.1           OSL undertakes upon expiration or termination of the Agreement to
       restore possession of the Leased Property to OIL free of any property,
       equipment and fixtures not belonging to OIL (subject to clause 11 above).
       The Leased Property will be in as good, clean, orderly, and proper
       condition as on the date of this Agreement, except for ordinary wear and
       tear resulting from ordinary and reasonable use of the Leased Property in
       accordance with the purpose of the lease.



                                      -11-

               Should OSL fail to comply with its obligation, it will reimburse
               OIL all the expenses incurred by it in the course of restoring
               the Leased Property to such condition.

  13.2         Should OSL fail to vacate as aforesaid the Leased Property at the
         time set forth above,

13.2.1         OSL shall be obligated to pay OIL liquidated damages of USD 3,000
         for each day of delay in vacating the Leased Property. Such penalty
         will not be considered as Rent payment and will not create any
         lessor-lessee relationship between OIL and OSL.

13.2.2         Upon a 7 days prior written notice, OIL may vacate the Leased
         Property at OSL's expense, and transfer and store any equipment and
         furniture belonging to OSL, all at OSL's expense. OIL shall not be
         liable to any damage to OSL or the Leased Property or the equipment or
         furniture vacated, caused in connection with such actions on its part,
         except damage caused willfully or negligently.

               All this, without derogating from any other remedies OIL may be
               entitled to under this Agreement or under law.

  14.  ARREARS INTEREST

14.1           Any payment imposed on a Party under this Agreement for the
         benefit of the other Party, which was not remitted by it on the date
         due for payment, shall bear interest at the rate of Prime plus 5% per
         annum, for the period during which such payment remained unpaid.

14.2           The right to receive or the payment of arrears interest will not
         impair OIL's right to receive, in addition to such payment, any other
         or additional remedy OIL may be entitled to under this Agreement or
         under law for such delay in payment, and will not constitute any waiver
         by OIL of its right to such remedies.

  15.    MISCELLANEOUS

15.1           Each of the Parties hereby declares and confirms, that all
         actions and resolutions necessary in order to give effect to its
         entering into this Agreement, have




                                      -12-

         been taken, and that there is no restriction and/or limitation and/or
         hindrance on its signing this Agreement, and such signature and/or the
         execution of this Agreement by it shall not constitute a breach by it
         of any applicable contract and/or law and/or its documents of
         incorporation.

15.2           Each party will cooperate with the other party, in good faith,
         and exert its best efforts in order to assist the other party in
         achieving the purposes of this Agreement and complying with the other
         party's undertakings hereunder.

15.3           Monetary obligations owed by the Parties hereto to one another,
         which have become due, may be offset by a written notice provided by
         the offsetting Party to the other Party.

15.4           Assignment. Neither this Agreement nor any of the rights or
         obligations hereunder may be assigned by OSL without the prior written
         consent of OIL. Provided however, such assignment may be made to a
         Permitted Transferee, without OIL's consent. OIL may, at any time and
         at its full discretion, assign this Agreement or any of its rights or
         obligations hereunder, as well as sell, transfer, pledge or otherwise
         assign its rights (in whole or in part) in the Leased Property or any
         part thereof, without obtaining OSL's consent, provided however, OSL's
         rights pursuant to this Agreement will not be impaired. OIL will notify
         OSL of such act within reasonable time after its being carried out. OSL
         will then comply with all its obligations pursuant to this Agreement to
         any such transferee of OIL. Any assignment maybe subject to the prior
         consent of the ILA, which the assigning party shall be responsible to
         obtain.

               In any event, the transferee (whether of OSL or of OIL), will
               sign this Agreement with the remaining Party, or will otherwise
               affirm its assumption of the transferor's obligations and
               undertakings under this Agreement in a manner satisfactory to
               the remaining Party.

               Subject to the foregoing, this Agreement shall be binding upon
               and inure to the benefit of the parties hereto and their
               respective successors and assignees with no other person having
               any right, benefit or obligation hereunder.

15.5           Notices. Unless otherwise provided herein, any notice, request,
         instruction or other document to be given hereunder by either party to
         the other shall be in writing and delivered by telecopy or other
         facsimile (with acknowledged




                                      -13-

          receipt), delivered personally or mailed by certified or registered
          mail, postage prepaid (and by airmail if sent internationally), return
          receipt requested or by internationally recognized courier (such as
          Federal Express or DHL) (such mailed or couriered notice to be
          effective on the date such receipt is acknowledged or refused), as
          follows:

               If to OSL, addressed to:
               Ormat Systems Ltd.
               Yavne Industrial Area
               Attn.: President
               Fax: 08-9439901

               If to OIL, addressed to:
               Ormat Industries Ltd.
               Yavne Industrial Area
               Attn: CEO
               Fax: 08-9439901

               or to such other place and with such other copies as either
               party may designate as to itself by written notice to the other.

15.6           Choice of Law; Venue. This Agreement shall be construed,
         interpreted and the rights of the parties determined in accordance with
         the laws of the State of Israel. Each of the parties to this Agreement
         consents to the exclusive jurisdiction and venue of the competent
         courts of Tel-Aviv-Jaffa over all matters arising in connection with
         this Agreement.

15.7           Entire Agreement; Amendments and Waivers. This Agreement,
         together with all exhibits and schedules hereto, constitutes the entire
         agreement between the parties hereto pertaining to the subject matter
         hereof, and supersedes all prior agreements, understandings,
         negotiations and discussions, whether oral or written, between the
         parties hereto with respect to such subject matter. No supplement,
         modification or waiver of this Agreement shall be binding unless
         executed in writing by the party to be bound thereby. No waiver of any
         of the provisions of this Agreement shall be deemed or shall constitute
         a waiver of any other provision hereof (whether or not similar), nor
         shall such waiver constitute a continuing waiver unless otherwise
         expressly provided.



                                      -14-

15.8           Multiple Counterparts. This Agreement may be executed in one or
         more counterparts, each of which shall be deemed an original, but all
         of which together shall constitute one and the same instrument.

15.9           Invalidity. In the event that any one or more of the provisions
         contained in this Agreement or in any other instrument referred to
         herein shall, for any reason, be held to be invalid, illegal or
         unenforceable in any respect, then to the maximum extent permitted by
         law, such provision or provisions shall be judicially reformed
         consistent with the parties' intentions so as to be valid, legal and
         enforceable to the maximum extent possible and such invalidity,
         illegality or unenforceability shall not affect any other provision of
         this Agreement or any other such instrument.

15.10          Titles. The titles, captions or headings of the Sections herein
         are inserted for convenience of reference only and are not intended to
         be a part of or to affect the meaning or interpretation of this
         Agreement.

                            [Signature Page Follows]





                                      -15-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on their respective behalf, by their respective duly authorized
officers, in multiple originals, all as of the day and year first above written.




----------------------------------------  ------------------------------------
Ormat Industries Ltd.                     Ormat System Ltd.

By: /s/ Lucien Y. Bronicki                By: /s/ Etty Rosner
    ------------------------------            ---------------------------
    Lucien Y. Bronicki                        Etty Rosner
    Chairman of the Board                     V.P. Contract Administrator





                                      -16-

                                    EXHIBIT A
                                    ---------
                                    [drawing]










                                      -17-

                                    EXHIBIT B
                                    ---------

-      Employers' Liability Insurance

-      Third Party Liability Insurance

-      Property Insurance

-      Consequential Damage Insurance

-      Business Interruption Insurance

-      Comprehensive General Liability