Memorandum of Agreement

Made and executed as of November 18, 2005 by and between CYMI Private Equity II LLC. (�CYMI�) on the one part, and the group of shareholders listed below (the �Klier Group�), represented by Mr. Shimon Klier (�SK�), on the other part.

        Whereas CYMI and the Klier Group, are shareholders of Arel Communications & Software Ltd. (�Arel�), and each of the Klier Group represents that he holds such number of Arel shares as are listed opposite its name below; and

        Whereas  . . .

                             Memorandum of Agreement

Made and executed as of November __, 2005 by and between CYMI Private Equity II
LLC. ("CYMI") on the one part, and the group of shareholders listed below (the
"Klier Group"), represented by Mr. Shimon Klier ("SK"), on the other part.

     WHEREAS CYMI and the Klier Group, are shareholders of Arel Communications &
Software Ltd. ("Arel"), and each of the Klier Group represents that he holds
such number of Arel shares as are listed opposite its name below; and

     WHEREAS Arel intends  . . .

Memorandum of Agreement

Made and executed as of November 18, 2005 by and between CYMI Private Equity II LLC. (�CYMI�) on the one part, and the group of shareholders listed below (the �Klier Group�), represented by Mr. Shimon Klier (�SK�), on the other part.

Whereas CYMI and the Klier Group, are shareholders of Arel Communications & Software Ltd. (�Arel�), and each of the Klier Group represents that he holds such number of Arel shares as are listed opposite its name below; and

Whereas Arel intends to enter into going private transaction  . . .