<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>ex4-sc13da080204.txt
<DESCRIPTION>LOAN AGREEMENT
<TEXT>

                                    EXHIBIT 4

            ENGLISH SUMMARY OF LOAN AGREEMENT BETWEEN FEL AND LENDER
                               DATED 28 JULY, 2004

In this summary capitalized terms not defined herein shall have the meaning
attached to them in Schedule 13-D (Amendment 2) to which this summary is
attached.

1.          Under the Loan Agreement, FEL undertook customary representations
            regarding its corporate existence, authority, legality, lack of
            contradicting agreements, the necessary approvals to enter into the
            Loan Agreement, its registered and issued share capital, the
            Issuer's registered and issued share capital, the validity of the
            purchase by FEL of 7,815,448 Ordinary Shares (the "Purchased
            Shares") and of the Associated Rights from Elron, the rights granted
            to FEL by virtue of the purchase of the Purchased Shares, the
            completeness of FEL's Financial Statements, the ownership by FEL of
            12,100,000 Ordinary Shares (prior to the purchase of the Purchased
            Shares) (the "Former Holdings") which are free and clear of any
            third party rights other than capital gain tax in the event of a
            sale, and FEL's right to create a pledge on the Purchased Shares.
            FEL also represented that the remainder of the purchase price paid
            for the Purchased Shares, in excess of the Loan, was paid by FEL,
            not as the result of a loan from any financial or banking
            institution. FEL undertook certain restrictions regarding its
            capital transactions, making of certain loans by it and its
            distribution of dividends and management fees.

2.          FEL has undertaken to use its best efforts to cause the Issuer to
            consent to the assignment of its rights under the Registration
            Rights Agreement with respect to the Purchased Shares to a third
            party who will purchase the Purchased Shares in the event of
            realization of the pledge. FEL also undertook, if so requested by
            the Lender, in the event of realization of the Pledge, to exercise
            its rights under the Registration Rights Agreement with respect to
            the Purchased Shares, not to exercise the piggy-back rights with
            respect to the Former Holdings, and not to exercise or transfer or
            assign its rights under the Registration Rights Agreement before the
            full repayment of the Loan.

3.          Subject to the provision of any law, FEL undertook to oppose any
            amendment to the Issuer's organizational documents that could
            adversely affect FEL's rights with respect to the Purchased Shares,
            or the Lender's rights, including without derogation, any amendment
            limiting the Issuer's right to distribute cash dividends.

4.          Subject to the provisions of any law and without harming Issuer's
            interests, FEL undertook to use its best efforts so that Issuer
            would approve the distribution of

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            dividends, including from capital gains resulting from a sale of
            assets or a sale of activities, and against resolutions for
            distribution of non-cash dividends.

5.          FEL also undertook not to make certain organizational changes in its
            own corporate organizational structure, or issue new securities,
            without the Lender's prior approval.

6.          FEL undertook not to sell and not to take any action resulting in
            the sale of the Purchased Shares, and not to take any action
            resulting in the dilution or reduction of the number of the
            Purchased Shares, without the Lender's consent.

7.          FEL undertook not to enter into a Shareholders Agreement with
            respect to the Issuer and not to sell or transfer any of its
            holdings in the Issuer, including the Former Holdings, without the
            prior written consent of the Lender.

8.          Under the Loan Agreement the Lender has granted FEL three loans, one
            in the amount of $111,273,000, secured by 4,915,448 Ordinary Shares
            of Issuer, and two loans for a total of $51,000,000, secured by
            2,900,000 Ordinary Shares; the shares so pledged were the shares
            purchased from Elron. The pledge on the Purchased Shares include
            also any yield of the Purchased Shares and consideration for the
            Purchased Shares, and any rights granted or to be granted by virtue
            of the Purchased Shares. The Purchased Shares were registered in the
            name of the Trustee, who gave FEL a proxy to vote the Purchased
            Shares, which can be terminated upon the occurrence of an event of
            default under the Loan Agreement.

9.          FEL undertook to provide the Lender with additional securities in
            certain events, and also undertook, if necessary to repay the loan,
            to sell additional shares from part of the Former Holdings if and
            when so requested by the Lender.

10.         FEL undertook to provide the Lender with certain information
            relating to it, as well as the financial statements of the Issuer,
            immediately upon publication thereof, and to report to the Lender of
            any General Meeting of the Issuer not later than seven days before
            such meeting is convened. In this respect, FEL undertook to report
            to the Lender any proposed resolution regarding any amendment to the
            organizational documents of the Issuer, any merger or reorganization
            of the Issuer, any sale or purchase of a major asset of Issuer, any
            issuance of securities or convertible securities of the Issuer, any
            approval of a transaction of the Issuer with office holders or a
            controlling shareholder of Issuer, any increase of the registered
            share capital of Issuer, any decrease of capital (including
            distribution) of Issuer, any resolution under Section 314 (merger),
            350 and 351 (compromise or settlement proceedings) of the Israeli
            Companies Law, and any resolution for the voluntary liquidation
            and/or changes of the corporate structure and/or changes in the main
            business of the Issuer.

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11.         The Loan Agreement includes customary default provisions in the
            event of which the Lender can immediately call the entire loan for
            repayment, including a liquidation, receivership, recovery and
            similar proceedings of the Issuer, termination, or suspension for
            more than 7 days of the trade in the Issuer's Shares on the Tel-Aviv
            Stock Exchange, the issuance of securities, including convertible
            securities of the Issuer other than as a result of the exercise of
            existing employees stock options, merger and spin off of the Issuer,
            the increase of the Issuer's registered share capital and the
            approval of insiders transaction, all unless the Lender has
            consented to such act in advance, FEL entering into a Shareholders
            Agreement with a third party without the prior approval of the
            Lender, and the percentage of the Ordinary Shares in Issuer held by
            FEL being diluted other than as a result of the conversion of
            existing employee stock options, without the Lender's consent.

12.         FEL undertook that in the event the pledge on the Purchased Shares
            is realized, upon such realization - any buyer purchasing at least
            5% of the outstanding Ordinary Shares of Issuer will be entitled to
            enter into a shareholders agreement with FEL with rights similar to
            the rights that were held by Elron under its Shareholders Agreement
            with FEL and HF.


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