FINDER'S FEE AGREEMENT
THIS FINDER'S FEE AGREEMENT (the "AGREEMENT") made and entered into as of this 25th day of
November, 2003 (the "EFFECTIVE DATE"), by and between e-SIM Ltd. ("E-SIM") and Tomer Zimerman
("ZIMERMAN"), with respect to the following:
WHEREAS the Parties wish to establish the terms under which Zimerman
shall be entitled to a finder's (success) fee for locating
investors in e-SIM;
NOW THEREFORE, in consideration of the agreements, covenants, and conditions hereinafter set forth, it is
agreed by the parties as follows:
1. Zimerman will locate parties interested in investing funds in e-SIM (the "INVESTOR"). Zimerman will
introduce these Investors to e-SIM, and will be actively involved in the efforts towards negotiating and closing
agreements between Investors and e-SIM for the investment of funds in e-SIM (the "INVESTMENT
Agreement"). In the event that Zimerman's abovementioned efforts lead to an Investment Agreement, e-SIM shall
award Zimerman a commission of five
(5) percent of the number of e-SIM's ordinary shares issued pursuant to an Investment Agreement that is duly
signed and executed (the "FINDER'S SHARES").
2. The Finder's Shares shall be issued on the same day as e-SIM's ordinary shares are issued to an Investor
pursuant to an Investment Agreement.
3. The Finder's Shares issued to Zimerman pursuant to the terms and conditions of this Agreement shall constitute
the full and complete consideration due to Zimerman in respect of all efforts and activities performed by
Zimerman in connection with e-SIM. Furthermore, unless otherwise agreed in advance in writing by e-SIM, such
Finder's Shares include full compensation and reimbursement for all obligations, charges and costs of whatever
nature incurred and/or to be incurred by Zimerman.
4. It is understood and agreed that e-SIM does not grant Zimerman any exclusivity whatsoever, and e-SIM, at its
sole discretion, shall be entitled to engage others for performance of services as provided by Zimerman under this
5. Zimerman shall not disclose any confidential information of e-Sim to any other person except to Investors in
performance of services as provided by Zimerman under this agreement and subject to signature by Investors of
a non-disclosure agreement in a form approved in advance by e-SIM.
6. During the term of this Agreement and for a period of 24 months thereafter, Zimerman shall not be involved in
locating investors for any person or entity that engages in business similar to that of e-SIM.
7. It is understood and agreed that Zimerman has no authority to incur any liability on behalf of e-Sim or in any
way to pledge e-Sim's credit and/or to submit or accept on behalf of e-Sim any proposal, contract, offer and/or
8. Zimerman is acting herein solely as an independent contractor and not as an agent or representative. Zimerman
shall not be considered an employee of e-SIM. Nothing herein shall be construed to create employer-employee
relations between e-SIM and the Zimerman.
9. Zimerman hereby declares and guarantees that the performance of services by him for e-SIM as provided for
in this Agreement is unrelated to any activities performed by him in his capacity as an employee of Investec Ltd.
or any other employer (the "Employer") and that his employment by the Employee shall not interfere with the
performance of his obligations hereunder.
10. Zimerman hereby undertakes to indemnify e-SIM for any claim made by an Employer to e-SIM to receive
compensation pursuant to an Investment Agreement or any other transaction contemplated hereunder.
11. This Agreement shall have an initial term of one year, commencing as of November 25, 2003 and can be
renewed upon the written consent of both parties, however this Agreement may be canceled with 30 days written
notice by either party without cause.
12. One year after the expiration of this Agreement, Zimerman shall not be entitled to any further commission,
fee, consideration or reimbursement of any nature deriving from this Agreement in respect of investments or
financing in e-SIM.
13. Any dispute arising out of this Agreement shall be construed in accordance with and governed by the laws of
Israel and shall be decided by arbitration which will take place in Israel. The seat of arbitration will be Jerusalem.
14. This Agreement constitutes the entire agreement and replaces all previous agreements between the parties
and may be modified only by a written instrument signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
/s/ Tomer Zimerman /s/ e-SIM Ltd.
July 29, 2004
To: Shlomo Talitman
Dear Mr. Talitman,
RE: FINDER'S FEES FOR INVESTMENT IN E-SIM LTD.
Pursuant to Section 1 of the Finder's Fee Agreement between myself and e-SIM Ltd. ("the Company") dated
November 25, 2003, attached hereto as APPENDIX A (the "Finder's Fee Agreement"), I received a warrant to
purchase 12,188 ordinary shares of the Company (the "Finder's Warrant") as part of the Finder's Shares, as such
term is defined in the Finder's Fee Agreement.
In consideration of efforts on your part in locating Investors, as such term is defined in the Finder's Fee
Agreement, I hereby irrevocably transfer and assign the Finder's Warrant and all rights thereto to you.
/s/ Tomer Zimerman
I hereby signify my agreement to the above and my agreement to be bound by
Sections 3 - 10, 12 and 14 of the Finder's Fee Agreement.
JULY 29, 2004_
/s/ Shlomo Talitman
ELCHANAN LANDAU LAW OFFICES
October 25, 2004
19 Hartum Street
RE: REGISTRATION STATEMENT ON FORM F-3
Ladies and Gentlemen:
We have acted as Israeli counsel for e-SIM Ltd., an Israeli company (the "Company"), in connection with the
preparation of a registration statement on Form F-3, as amended (the "Registration Statement") pursuant to the
United States Securities Act of 1933, as amended (the "Act") to be filed with the United States Securities and
Exchange Commission (the "SEC") in connection with a proposed public offering by certain shareholders of
19,293,254 Ordinary Shares, nominal value NIS 0.1 per share of the Company (the "Shares").
You have asked us to render our opinion as to the matters hereinafter set forth herein.
We have examined originals and copies, certified or otherwise identified to our satisfaction, of all such
agreements, certificates, and other statements of corporate officers and other representatives of the Company,
and other documents as we have deemed necessary as a basis for this opinion. In our examination we have
assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the
conformity with the originals of all documents submitted to us as copies. We have, when relevant facts material to
our opinion were not independently established by us, relied to the extent we deemed such reliance proper upon
written or oral statements of officers and other representatives of the Company.
In giving the opinion expressed herein, no opinion is expressed as to the laws of any jurisdiction other than the
State of Israel. Based upon and subject to the foregoing, we are of the opinion that insofar as Israeli law is
1. The Company is a corporation duly organized and validly existing under the laws of the State of Israel.
2. The Shares, including shares underlying warrants and debentures, to be sold as described in the Registration
Statement have been duly authorized. The Shares, other than the shares underlying warrants and debentures, are
legally issued, fully paid and nonassessable. The shares underlying the warrants and debentures, when issued and
paid for in accordance with the terms of such warrants and debentures, will be legally issued, fully paid and
This opinion is intended solely for the benefit and use of the Company and other persons who are entitled to rely
on the prospectus made part of the Registration Statement, and is not to be used, released, quoted, or relied
upon by anyone else for any purpose (other than as required by law), without our prior written consent.
We hereby consent to the filing of this opinion with the SEC as Exhibit 5.1 to the Registration Statement, and to
the use of our name wherever appearing in the Registration Statement in connection with Israeli law. In giving
such consent, we do not thereby admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
/s/ Elchanan Landau Law Offices
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the reference to our firm under the captions "Experts" in the Registration Statement (Form F-3),
as amended, and related Prospectus of e-SIM Ltd. for the registration of 19,293,254 shares of its ordinary
shares and to the incorporation by reference therein of our report dated March 15, 2004 with respect to the
consolidated financial statements and schedule of e-SIM Ltd. included in its Annual Report (Form 20-F) for the
year ended January 31, 2004, filed with the Securities and Exchange Commission.
/s/ Kost Forer Gabbay & KASIERER
Kost Forer Gabbay & Kasierer
Member of Ernst & Young Global
Tel Aviv, Israel, October 25, 2004