New strategic alliance to build wireless marketplace designed specifically for cell phones in the United States 

Alliance Data Systems, ALON USA and Cellenium will create team to offer cashless transactions through cell phones 

DALLAS (April 24, 2002) – Alliance Data Systems Corp. (NYSE: ADS), ALON USA and Cellenium Inc., an affiliate of Elbit Ltd. (NASDAQ-ELBT), announced today they will team to create a wireless marketplace designed exclusively for U.S. consumers and their cell phones.

The strategic alliance will offer cell phone users a cashless, easy-to-use payment method for everyday purchases such as fuel, vending, parking, purchasing tickets and ordering fast food. The team plans to conduct a field trial at FINA gasoline outlets in West Texas during the summer of 2002.

Called Celleratesm, the three-company alliance is creating a mobile commerce solution that will offer consumers a practical approach to making mobile transactions through an electronic wallet. Using Cellerate’s solution will provide consumers with a convenient alternative to carrying cash, checks or plastic.

According to Mike Beltz, president of Transaction Services at Alliance Data, “The forming of this strategic alliance offers a unique opportunity to deliver innovative services that provide consumers greater convenience and merchants a stronger more profitable relationship with customers.”

With more than 133 million cell phone users in the United States, mobile commerce is quickly emerging as a new sales channel.

“For a mobile commerce system to succeed, it must reach critical mass in three areas,” said Jeff Morris, president and chief executive officer for ALON USA, which produces, distributes and sells FINA gasoline. “It must serve a large number of consumers, it must connect these consumers to a broad spectrum of merchants, and it must offer a wide range of applications. Cellerate will more than satisfy all three of these factors.”

Cellerate’s mobile purchasing experience is a new concept that creates a dynamic and interactive experience for the consumer, while offering retailers increased cross-selling opportunities, customized loyalty programs, localized promotions and other tailored marketing activities. In addition to making everyday purchases, consumers can personalize their selections, and place advanced orders for products such as fast food and videos. The solution will help drive customer loyalty and augment promotions geared toward increasing consumer traffic to merchant locations and boosting incremental sales.

“Since 1999, Cellenium has implemented pilot and production solutions in Europe, Israel, Southeast Asia and the United States,” said Shaul Shalev, chief executive officer, Cellenium, Inc. “The launch of Cellerate here in the U.S. will let American consumers on the move experience personalized prompt response to their needs tied to real-time rewards available from any cell phone on any cellular network.”

Each of the three companies bring industry expertise and resources to form Cellerate’s foundation:

· Cellenium, through its proprietary m-commerce application platform, will provide the technology used to manage mobile transactions coupled with an integrated loyalty and customer relationship management service. Cellenium’s m-commerce solutions, which have already been deployed in various locations globally, support the processing of mobile payments through the integration of proprietary and existing best-of-breed technologies.

· Alliance Data Systems will provide the transaction processing network and infrastructure that will allow the mobile payments to be quickly and securely processed. In addition, Alliance Data will provide the critical customer care capabilities to round-out Cellerate’s operations.

· ALON USA will provide the 1,600-location FINA chain of gas stations and convenience stores including 172 7-Eleven-branded outlets. These stores will serve as the anchor for bringing Cellerate to the public.

About Alliance Data Systems: Based in Dallas, Alliance Data Systems (NYSE: ADS) is a leading provider of transaction services, credit services and marketing services, assisting retail, petroleum, utility and financial services companies in managing the critical interactions between them and their customers. Alliance Data each year manages over 2.5 billion transactions and 72 million consumer accounts for some of North America’s most recognizable companies. The Company also operates and markets the larges coalition loyalty program in Canada. Alliance Data Systems employs over 6,500 associates at more than 20 locations in the United States, Canada and New Zealand. For more information about the company, visit its Web site, www.alliancedatasystems.com.

About ALON USA: ALON USA, a fully integrated refining and marketing enterprise operating in the Southwest, is a subsidiary of ALON Israel Oil Co. Ltd. ALON Israel purchased ATOFINA Petrochemicals Inc.’s downstream business, including its domestic fuels marketing business, pipelines, terminals and Big Spring, Texas refinery. Headquartered in Dallas, ALON USA controls the marketing rights to FINA gasoline throughout the Southwest. For more information about the company, visit its Web site, www.alonusa.com.

About Cellenium: Cellenium is a privately held company with its U.S. headquarters in Englewood Cliffs, N.J., R&D facilities in Israel and additional sales offices in Singapore and the U.K. As a provider of m-commerce solutions including platforms and applications, Cellenium enables merchants in a variety of industries, including gas/service stations, parking, vending, ticketing, fast food and taxi services, to accept mobile payments from consumers. For more information about the company, visit its Web site, www.cellenium.com.

Company contact information

For Alliance Data Systems: Tony Good, Media, (972) 348-5425, tgood@alldata.net.

For Cellenium: Yin Chang, KCSA Worldwide, (212) 896-1228, ychang@kcsa.com.

For ALON USA: Rusty Cawley, Levenson Public Relations, (214) 932-6070, rusty.cawley@levensonpr.com.