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.

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 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 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.

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

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



                                                     Ashtrom Industries Ltd.


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