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<SEC-DOCUMENT>0000950172-05-002944.txt : 20050906
<SEC-HEADER>0000950172-05-002944.hdr.sgml : 20050905
<ACCEPTANCE-DATETIME>20050906080636
ACCESSION NUMBER:		0000950172-05-002944
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		8
FILED AS OF DATE:		20050906
DATE AS OF CHANGE:		20050906

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ELBIT SYSTEMS LTD
		CENTRAL INDEX KEY:			0001027664
		STANDARD INDUSTRIAL CLASSIFICATION:	AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			L3
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-50156
		FILM NUMBER:		051069095

	BUSINESS ADDRESS:	
		STREET 1:		ADVANCED TECHNOLOGY CENTER
		STREET 2:		PO BOX 539
		CITY:			HAIFA, ISRAEL
		STATE:			L3
		ZIP:			31053
		BUSINESS PHONE:		01197248316626

	MAIL ADDRESS:	
		STREET 1:		ADVANCED TECHNOLOGY CENTER
		STREET 2:		PO BOX 539
		CITY:			HAIFA, ISRAEL
		STATE:			L3
		ZIP:			31053

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KOOR INDUSTRIES LTD
		CENTRAL INDEX KEY:			0000791531
		STANDARD INDUSTRIAL CLASSIFICATION:	RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		14 HAMELACHA STREET
		STREET 2:		PARK AFEK
		CITY:			ROSH HA AYIN
		STATE:			L3
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>lon441266.txt
<DESCRIPTION>SCHEDULE 13D/A
<TEXT>



                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                 SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                              (Amendment No. 1)*

                              ELBIT SYSTEMS LTD.
- ------------------------------------------------------------------------------
                               (Name of Issuer)

               ORDINARY SHARES, NOMINAL VALUE NIS 1.00 PER SHARE
- ------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                   M3760D101
- ------------------------------------------------------------------------------
                                (CUSIP Number)

                                 Shlomo Heller
                             Koor Industries Ltd.
                                Telrad Building
                              14 Hamelacha Street
                                   Park Afek
                          Rosh Ha'ayin, 48091, Israel
                                +972 3 900 8420
- ------------------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized
                    to Receive Notices and Communications)

                                August 25, 2005
- ------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Schedules 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [   ]

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).


<PAGE>



                                 SCHEDULE 13D

CUSIP No. M29925100

- ------------------------------------------------------------------------------

   1   NAME OF REPORTING PERSONS
       I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

       Koor Industries Ltd.
- ------------------------------------------------------------------------------

   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       (a) [ ]
       (b) |X|
- ------------------------------------------------------------------------------

   3   SEC USE ONLY

- ------------------------------------------------------------------------------

   4   SOURCE OF FUNDS

       OO
- ------------------------------------------------------------------------------

   5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
       ITEM 2(d) OR 2(e) [  ]

- ------------------------------------------------------------------------------

   6   CITIZENSHIP OR PLACE OF ORGANIZATION

       Israel
- ------------------------------------------------------------------------------

      NUMBER OF              7       SOLE VOTING POWER
       SHARES
    BENEFICIALLY                     3,160,000*+
      OWNED BY
        EACH
      REPORTING
       PERSON
        WITH
- ------------------------------------------------------------------------------

                             8       SHARED VOTING POWER

                                     - 0 -
- ------------------------------------------------------------------------------

                             9       SOLE DISPOSITIVE POWER

                                     3,160,000*+
- ------------------------------------------------------------------------------

                             10      SHARED DISPOSITIVE POWER

                                     - 0 -
- ------------------------------------------------------------------------------

   11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       3,160,000*+
- ------------------------------------------------------------------------------

   12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
       SHARES (See Instructions)   [  ] *+

- ------------------------------------------------------------------------------

   13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       7.67%*+
- ------------------------------------------------------------------------------

   14  TYPE OF REPORTING PERSON

       CO
- ------------------------------------------------------------------------------

* See Items 4 and 5 of this Statement.

+ Koor Industries Ltd. may be deemed to be part of a group with Federmann
  Enterprises Ltd. and Heris Aktiengesellschaft (the "Federmann Parties")
  pursuant to the terms of the Amended Shareholders Agreement (as defined
  herein). Koor Industries Ltd. does not affirm to be part of a group and
  expressly disclaims beneficial ownership of the 16,755,448 Ordinary
  Shares (as defined herein), in the aggregate, beneficially owned by the
  Federmann Parties. Accordingly, such Ordinary Shares are not included in
  the amounts specified by Koor Industries Ltd. above.


<PAGE>


Item 1.  Security and Issuer

     This Amendment No. 1 (this "Amendment") relates to the ordinary shares,
nominal value 1.00 New Israeli Shekels per share (the "Ordinary Shares"), of
Elbit Systems Ltd., a company organized under the laws of the State of Israel
(the "Issuer"), and amends the Schedule 13D filed by Koor Industries Ltd.
("Koor") with the U.S. Securities and Exchange Commission, with an event date
of April 18, 2005 (the "Schedule"). All capitalized terms used in this
Amendment and otherwise undefined shall have the meanings ascribed in the
Schedule.

     This Amendment is filed in accordance with Rule 13d-2 of the Securities
Exchange Act of 1934, as amended, by the reporting persons. This Amendment
refers only to information that has materially changed since the filing of the
Schedule.

Item 3.  Source and Amount of Funds or Other Consideration

     The aggregate amount of funds used by Koor in making the purchase of
1,000,000 Ordinary Shares reported herein on August 25, 2005, was U.S.
$24,910,479. These funds came from (i) the sale by Koor of approximately 5% of
the outstanding share capital of Tadiran Communications Ltd., a company
organized under the laws of the State of Israel ("Tadiran"), to the Issuer for
U.S. $23,001,214 pursuant to a Share Transfer Deed signed on December 27, 2004
and amended on July 6, 2005, between Koor and the Issuer, the English
translation of which is attached hereto as Exhibit A (the "Amended Tadiran
Deed"), in connection with the transactions described in Item 4 below, and
(ii) U.S. $1,909,265 from Koor's internal funds.

Item 4.  Purpose of Transaction

     On December 27, 2004, Koor entered into a series of agreements with the
Issuer and the Federmann Parties, which are described in detail and attached
as exhibits to the Schedule.

     As reported in the Schedule, in "Stage A", the first stage of the
Transactions with the Issuer and the Federmann Parties, which closed on April
18, 2005, Koor sold 1,700,000 ordinary shares of Tadiran (or approximately
13.8% of the outstanding share capital of Tadiran on December 27, 2004) to the
Issuer for U.S. $62,455,142 pursuant to the Tadiran Deed, and Koor acquired
2,160,000 Ordinary Shares (or approximately 5.24% of the outstanding share
capital of the Issuer) from Federmann for U.S. $53,186,984 pursuant to the
Federmann Deed.

         The Elisra Acquisition

     On July 6, 2005, Koor and the Issuer entered into a share transfer deed,
the English translation of which is attached hereto as Exhibit B (the "Elisra
Deed"), regarding the Issuer's purchase from Koor of the 81,697,000 ordinary
shares of Elisra Electronic Systems Ltd. ("Elisra") held by Koor, which
represent 70% of Elisra's issued and outstanding shares. The transaction
described in the Elisra Deed is referred to as the "Elisra Acquisition".

     The Elisra Defense Group is mainly comprised of Elisra, a privately held
Israeli company, and Elisra's two wholly-owned Israeli subsidiaries: Tadiran
Electronic Systems Ltd. ("Tadiran Systems") and Tadiran Spectralink Ltd.
("Spectralink"). The Elisra Defense


<PAGE>


Group, which currently has approximately 1,250 employees, specializes in
the design, manufacture, integration and support of advanced defense solutions
for air, sea and land deployment for customers in over 25 countries. Koor
currently owns 70% of Elisra's shares, with the balance being owned by Elta
Systems Ltd. ("Elta"), a subsidiary of Israel Aircraft Industries Ltd.

     The aggregate consideration to be paid by the Issuer to Koor, at the
completion of the Elisra Acquisition, is $70 million, payable in cash (subject
to deductions of dividends paid by Elisra to Koor). Interest is payable for
any amounts paid after January 6, 2006. In addition, as described in the
Elisra Deed, the parties agreed on additional conditional consideration
payable by the Issuer to Koor as a result of potential future insurance
proceeds relating to the fire at Tadiran Systems' and Spectralink's plant in
2001. Moreover, Koor has the option to either purchase from Elisra, for a
price of $7 million, a wholly-owned Israeli subsidiary of Elisra, Dekolink
Wireless Ltd. ("Dekolink"), a start-up company engaged in the cellular
networks area or to distribute Dekolink's shares as dividend in kind to
Elisra's shareholders. Koor chose the second option, and on August 15, 2005
Elisra distributed Dekolink's shares as dividend in kind to its shareholders
(Koor - 70% and Elta - 30%).

     The Elisra Acquisition is subject to the approvals specified in the
Elisra Deed, including the approval of the Issuer's shareholders that was
received on August 23, 2005. Such approvals are to be obtained, and the
closing of the Elisra Acquisition is to be completed, by September 6, 2005.
However, such approval period will be automatically extended to October 6,
2005 if, by September 6, 2005, all approvals other than specified antitrust
approvals have been obtained. Koor or the Issuer may also extend the approval
period to January 6, 2006 if only the approval of the Israeli Antitrust
Commissioner remains pending on October 6, 2005, or may mutually agree to
further extend the approval period.

     In general, subject to certain exceptions, the Elisra Acquisition is to
be performed concurrently with the completion of "new Stage C" of the Amended
Tadiran Acquisition as described in the Elisra Deed and below.

         The Amended Tadiran Acquisition

     On July 6, 2005, the Issuer and Koor entered into the Amended Tadiran
Deed and an amendment to the Tadiran Shareholders Agreement, the English
translation of which is attached hereto as Exhibit C (the "Amended Tadiran
Shareholders Agreement"). These amendments were implemented through the
Amendment to Share Transfer Deed and Shareholders Agreement entered into by
the Issuer and Koor on July 6, 2005, the English translation of which is
attached hereto as Exhibit D (the "Tadiran Amendment Agreement"). The Amended
Tadiran Deed, the Amended Tadiran Shareholders Agreement and the Tadiran
Amendment Agreement are referred to as the "Amended Tadiran Acquisition
Agreements" and the transaction described therein is referred to as the
"Amended Tadiran Acquisition".

     The major revisions in the Amended Tadiran Acquisition Agreements relate
to the addition to the Transactions of a "new Stage B", which was implemented
on August 25, 2005. Under the new Stage B, the Issuer has accelerated the
purchase from Koor of 623,115 ordinary shares in Tadiran which represent
approximately 5% of Tadiran's shares, resulting in the Issuer holding a total
of approximately 26% of the outstanding share capital of Tadiran. As a result
of the completion of the new Stage B on August 25, 2005, the Issuer and Koor
have equal representation on the board of directors of Tadiran (the "Tadiran
Board") and the

<PAGE>



Issuer has the right to nominate the Tadiran Board Chairman for a term of
24 months commencing on the completion of the new Stage B. Thereafter, Koor
and the Issuer will have the right on a rotating basis to nominate the
Chairman for 24-month periods. Also on completion of the new Stage B, the
provisions of the Amended Tadiran Shareholders Agreement relating to joint
control in Tadiran have become effective.

     Under the Amended Tadiran Deed, the Issuer will purchase the balance (an
additional 1,621,161 shares) of the Tadiran shares held by Koor under a "new
Stage C". The new Stage C would occur concurrently with the completion by the
Issuer of the Elisra Acquisition. However, if all the conditions precedent to
the completion of the new Stage C occur, but there is an impediment to the
completion of the Elisra Acquisition, the new Stage C can be completed in
several situations, and mainly if one of the following occurs: (i) Koor
requests to complete the new Stage C, (ii) the impediment to the completion of
the Elisra Acquisition is due to Koor's breach of the Elisra Deed, (iii)
within 16 months of the signing of the Tadiran Amendment Agreement an
alternative transaction was completed, in which a third party purchased Koor's
holdings in Elisra (the "Alternative Transaction") on equal or better
consideration and terms than the Elisra Acquisition, or (iv) in the event the
Alternative Transaction is on inferior consideration and terms than the Elisra
Acquisition, the Issuer has the right to complete the new Stage C, if the
Issuer pays Koor additional consideration that equals the difference between
the consideration of the Elisra Transaction and the Alternative Transaction.

     The total consideration for the Amended Tadiran Acquisition remains the
same as under the original terms of the acquisition of Tadiran shares
contemplated in the Tadiran Deed. Under the Amended Tadiran Acquisition, the
Issuer acquired approximately 13.6% and 5% of Tadiran's shares in Stage A and
new Stage B, respectively, and will purchase approximately 13% of Tadiran's
shares in new Stage C, in each case based on the current outstanding share
capital of Tadiran. The consideration paid or to be paid by the Issuer per
share in each Stage is equivalent to $37, plus interest for any amounts paid
after April 1, 2005, and less any dividends distributed by Tadiran during the
applicable period.

         The Amended Koor -- Federmann Transaction

     On July 6, 2005, Koor and Federmann entered into an amendment to the
Federmann Deed, the English translation of which is attached hereto as Exhibit
E (the "Amended Federmann Deed"), and Koor and the Federmann Parties entered
into an amendment to the Shareholders Agreement, the English translation of
which is attached hereto as Exhibit F (the "Amended Shareholders Agreement").
These amendments were implemented through the Amendment to Share Transfer Deed
and Shareholders Agreement entered into by Koor and the Federmann Parties on
July 6, 2005, the English translation of which is attached hereto as Exhibit G
(the "Amendment Agreement"). The Amended Federmann Deed, the Amended
Shareholders Agreement and the Amendment Agreement are referred to as the
"Amended Federmann Agreements", and the transaction described therein is
referred to as the "Amended Federmann Transaction".

     Pursuant to the Amended Federmann Transaction, in new Stage B Koor
purchased on August 25, 2005, 1,000,000 Ordinary Shares from Federmann
(representing approximately 2.43% of the outstanding share capital of the
Issuer) rather than 1,840,000 Ordinary Shares as provided in the original
Federmann Deed (representing approximately 4.4% of the outstanding share
capital of the Issuer). The Amended Federmann Transaction is not

<PAGE>


conditioned on the completion of any stages of the Tadiran Acquisition or
on the completion of the Elisra Acquisition, and the Amended Federmann
Transaction is not subject to any conditions precedent.

     Following the completion of new Stage B of the Amended Federmann
Transaction, Koor currently own 3,160,000 Ordinary Shares, representing
approximately 7.67% of the outstanding share capital of the Issuer based on
the Issuer's current share capital. Also following completion of new Stage B
of the Amended Federmann Transaction, another director nominated by Koor was
appointed to the Issuer's Board. The consideration per share paid by Koor to
Federmann remained the same as under the original Federmann Deed, and the
other provisions of the original Federmann Agreements remain substantially the
same.

     The foregoing summary of certain provisions of agreements related to the
Elisra Acquisition, the Amended Tadiran Acquisition and the Amended Federmann
Transaction is not intended to be complete and is qualified in its entirety by
reference to the full text of the agreements related to such transactions.
Copies of the translation into English of the original agreements related to
such transactions were filed as Exhibits A through C to the Schedule and
copies of the translation into English of the amended agreements related to
such transactions were filed as Exhibits A through G to this Amendment and are
incorporated herein by reference.

Item 5.  Interest in Securities of the Issuer

     (a) Koor is the direct beneficial owner of 3,160,000 Ordinary Shares or
approximately 7.67% of the outstanding Ordinary Shares, based on 41,177,723(1)
Ordinary Shares outstanding as of September 1, 2005.

     In addition, by virtue of the Amended Shareholders Agreement, it could be
alleged that a "group," within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or Rule
13d-5(b)(1) thereunder, has been formed that includes the Federmann Parties
and Koor. Such a group including the Federmann Parties and Koor would be
deemed to beneficially own, in the aggregate, 19,915,448 Ordinary Shares,
representing approximately 48% of the Ordinary Shares outstanding as of
September 1, 2005. Koor expressly disclaims beneficial ownership of Ordinary
Shares beneficially owned by any of the Federmann Parties and does not affirm
that any such "group" exists.

     (b) Koor has sole voting and dispositive power with respect to the
3,160,000 Ordinary Shares beneficially owned by it.

     Pursuant to, and to the extent set forth in, the Amended Shareholders
Agreement, it could be alleged that Koor shares voting and dispositive power
with respect to the Ordinary Shares beneficially owned by the Federmann
Parties.


- --------
(1) Including 23,901 Ordinary Shares held by a subsidiary of Elbit and 385,000
treasury stock.

<PAGE>


Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect
         to Securities of the Issuer

     Other than the agreements described in Item 4 of this Amendment and in
Item 4 of the Schedule, there are no present contracts, arrangements,
understandings or relationships (legal or otherwise) between Koor and any
other person with respect to the securities of the Issuer, including, but not
limited to, transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangement, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.

Item 7.  Material to Be Filed as Exhibits

     Exhibit A:        English Translation of the Amended Tadiran Deed, signed
                       on December 27, 2004 and amended on July 6, 2005,
                       between Koor Industries Ltd. and Elbit Systems Ltd.*

     Exhibit B:        English Translation of the Share Transfer Deed, dated
                       July 6, 2005, between Koor Industries Ltd. and Elbit
                       Systems Ltd. in connection with the Elisra
                       Acquisition.*

     Exhibit C:        English Translation of the Amended Tadiran Shareholders
                       Agreement, signed on December 27, 2004 and amended on
                       July 6, 2005, between Koor Industries Ltd., and Elbit
                       Systems Ltd.*

     Exhibit D:        English Translation of the Amendment to Share Transfer
                       Deed and Shareholders Agreement dated July 6, 2005,
                       between Koor Industries Ltd. and Elbit Systems Ltd.*

     Exhibit E:        English Translation of the Amended Federmann Deed,
                       signed on December 27, 2004 and amended on July 6,
                       2005, between Koor Industries Ltd. and Federmann
                       Enterprises Ltd.*

     Exhibit F:        English Translation of the Amended Shareholders
                       Agreement signed on December 27, 2004 and amended on
                       July 6, 2005, between Koor Industries Ltd., Federmann
                       Enterprises Ltd. and Heris Aktiengesellschaft.*

     Exhibit G:        English Translation of the Amendment to Share Transfer
                       Deed and Shareholders Agreement dated July 6, 2005,
                       between Koor Industries Ltd. and Federmann Enterprises
                       Ltd. and Heris Aktiengesellschaft.*

* All the translations are being attached for the convenience of the reader,
and in the event of any discrepancy between the translations and the original
Hebrew documents, the Hebrew documents will prevail.

<PAGE>



                                   SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


Dated: September __, 2005


                                       KOOR INDUSTRIES LTD.


                                          By: /s/ Shlomo Heller
                                              --------------------
                                              Name:  Shlomo Heller
                                              Title: General Counsel


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>lon441292-a.txt
<DESCRIPTION>EX A - TRANSLATION OF AMENDED TADIRAN DEED
<TEXT>

                                                                    Exhibit A
                                                                    ---------

                    TRANSLATION OF THE AMENDED TADIRAN DEED

                     [TRANSLATED FROM THE HEBREW ORIGINAL]

            [Marked to show changes from 27 December 2004 original]

                              SHARE TRANSFER DEED

                Made and signed on the 27th day of December 2004

                           as amended on 6 July 2005

                          BETWEEN KOOR INDUSTRIES LTD.
                         Public Company No. 52-001414-3
    of 14 Hamalacha Street, Afek Industrial Park, Rosh Ha'ayin 48091("Koor")
                                of the one part

                             AND ELBIT SYSTEMS LTD.
                         Public Company No. 52-004302-7
            of the Advanced Technology Center, Haifa 31053("Elbit")
                               of the other part

WHEREAS Koor is the holder of 3,944,276 Ordinary Shares of the issued and paid
up share capital of Tadiran Communications Ltd., a public company duly
incorporated in Israel, whose number with the Companies Registrar is Public
Company No. 51-207441-0 (hereinafter the "Company");

AND WHEREAS Koor wishes to sell and transfer to Elbit, in three two stages,
3,944,276 Ordinary Shares, which on the date of signing this Deed constitute
approximately 32% of the Company's issued and paid-up share capital, while in
the first stage Koor will sell and transfer to Elbit 1,700,000 Ordinary Shares,
which on the date of signing this Deed constitute approximately 13.8% of the
Company's issued and paid-up share capital, and in the second stage, Koor will
sell and transfer to Elbit 623,115 Ordinary Shares, constituting approximately
..5% of the Company's issued and paid-up share capital and in the third stage
Koor will sell and transfer to Elbit 1,621,161 2,244,276 Ordinary Shares, which
on the date of signing this Deed constitute approximately 13.82% of the
Company's issued and paid-up share capital, subject to and in accordance with
the provisions of this Deed;

AND WHEREAS Elbit wishes to purchase and receive from Koor the Shares Being
Sold, subject to and in accordance with the provisions of this Deed;

AND WHEREAS the performance of this Deed, in all its both stages, is subject to
the Conditions Precedent as set out below in this Deed;

AND WHEREAS Elbit believes, without placing Elbit under any obligation prior to
the transaction contemplated by this Deed being duly approved, if at all, by
Elbit's General Meeting of shareholders, that there should be a consolidation
of defense industries in Israel and that in that context the transaction
contemplated by this Deed as well as the Elisra Transaction, on appropriate
terms and conditions, are in the interest of Elbit and the Company, from the
perspective of Elbit as a shareholder of the Company;

AND WHEREAS Koor is interested in the performance of the transaction
contemplated by this Deed as part of an overall transaction, in the scope of
which Koor will purchase shares of Elbit from Federmann Enterprises Ltd, as set
out in the Koor-Federmann Deed and this Deed;

AND WHEREAS the parties wish to set forth their relationship in respect of the
sale and purchase of the Shares Being Sold in the context of this Deed.

NOW, THEREFORE, THE PARTIES HEREBY WARRANT, PROVIDE AND AGREE BETWEEN THEM AS
FOLLOWS:

1.   Preamble, Appendices and Interpretations

2.   The preamble and Appendices hereto constitute an integral part hereof.

3.   The clause headings in this Deed are solely for the sake of convenience
     and shall not be applied in the interpretation hereof.

4.   Definitions

4.1  In this Deed, the following expressions shall have the meanings herein
     ascribed to them, unless expressly stated otherwise:


"Elbit"                       means as defined in the preamble hereto;

"Elisra"                      means Elisra Electronic Systems Ltd., Private
                              Company No. 52-003587-4;

"General Meeting"             means as defined in the Companies Law, and any
                              adjourned meeting;

"U.S. dollar" or "$"          means United States dollars;

"Stock Exchange"              means the Tel-Aviv Stock Exchange Ltd.;

"Company"                     means as defined in the preamble hereto;

"Shareholders Agreement       means an agreement between Koor and Elbit in the
                              form of Appendix "10.7" hereto, which is to be
                              signed contemporaneously with the signature of
                              this Deed and will take effect on the First
                              Closing Date, including the amendments thereto;

"Stage 'A' Conditions         means the Conditions Precedent for Stage 'A' of
Precedent"                    the Transaction, as set out in Appendix "9.2"
                              hereto;

"Stage 'CB' Conditions        means the Conditions Precedent for Stage 'CB'
Precedent"                    of the Transaction, as set out in Appendix "12.2"
                              hereto;

"Conditions Precedent"        means the Stage 'A' Conditions Precedent and the
                              Stage 'CB' Conditions Precedent;

"Companies Law"               means the [Israel] Companies Law, 5759-1999;

"Business Day"                means a day on which the two major banks in
                              Israel are open for business, other than Fridays
                              and holiday eves, which shall not be treated as a
                              Business Day;

"Koor"                        means as defined in the preamble hereto;

"First Closing Date"          means the third Business Day after the date on
                              which all the Stage 'A' Conditions Precedent have
                              been fulfilled or such later date as may be
                              agreed by the parties, as provided in Clause 20.3
                              below;

"Koor-Federmann Deed First    means the First Closing Date as the term is
Closing Date"                 defined in the Koor-Federmann Deed;

"Second Closing Date"         means the third Business Day after the date of
                              receiving the due approvals of Elbit's General
                              Meeting for Elbit's execution of the Amendment
                              and for Elbit's execution of the Elisra
                              Transaction on which all the Stage 'B' Conditions
                              Precedent have been fulfilled or such later date
                              as may be agreed by the parties, as provided in
                              Clause 20.3 below;

"Third Closing Date"          means the third Business Day after the date on
                              which all the Stage 'C' Conditions Precedent have
                              been fulfilled or such later date as may be
                              agreed by the parties, as provided in Clause 20.3
                              below;

"Koor-Federmann Deed Second   means the Second Closing Date as the term is
Closing Date"                 defined in the Koor-Federmann Deed;

"Stage 'A' Completion         means as defined in Clause 9.1 below;
Deadline"

"Stage 'CB' Completion        means as defined in Clause 12.1 below;
Deadline"

"Koor-Federmann Deed Stage    means the Stage 'B' Completion Deadline as the
'B' Completion Deadline"      term is defined in the Koor-Federmann Deed;

"Confidential Information"    means all information relating to the parties
                              hereto or to the Company, other than (a)
                              information that was in the public domain or came
                              into the public domain otherwise than due to a
                              breach of this Deed and (b) information the
                              disclosure of which is required in accordance
                              with the provisions of applicable law;

"Ordinary Share" or           means ordinary shares of 1 NIS par value each of
"Ordinary Shares"             the Company's issued capital;

"Stage 'A' Shares"            mean 1,700,000 (one million seven hundred
                              thousand) Ordinary Shares;

"Stage 'B' Shares"            mean 623,1152,244,276 (six hundred and
                              twenty-three thousand one hundred and fifteen)
                              two million two hundred forty-four thousand two
                              hundred and seventy-six) Ordinary Shares;

"Stage 'C' Shares"            mean 1,621,161 (one million six hundred and
                              twenty-one thousand one hundred and sixty-one)
                              Ordinary Shares;

"Koor-Federmann Deed Stage    means the Stage 'A' Shares as the term is defined
'A' Shares"                    in the Koor-Federmann Deed;

"Koor-Federmann Deed Stage    means the Stage 'B' Shares as the term is defined
'B' Shares"                    in the Koor-Federmann Deed;

"Shares Being Sold"           means the Stage 'A' Shares, the Stage and the
                              Stage 'B' Shares and the Stage 'C' shares;

"Federmann Enterprises"       means Federmann Enterprises Ltd., Private
                              Company No. 51-227839-1;

"Free and Clear"              means free and clear of any charge, pledge,
                              attachment, levy, debt, lien, claim, right of
                              pre-emption, right of refusal, option, lock-up
                              arrangement or any additional or other third
                              party right whatsoever;

"Elisra Transaction"          means a transaction pursuant to which the Elbit
                              Company will purchase shares from Koor purchase
                              shares constituting at least 70% of Elisra's
                              issued capital;

"Interest"                    means three-month LIBOR at Bank Leumi Le-Israel
                              B.M., plus annual interest at the rate of 1.5%,
                              compounded every three months;

"Deed" or "this Deed"         means this Share Transfer Deed together with all
                              the Appendices hereto, including its amendments;

"Koor-Federmann Deed"         means the Share Transfer Deed together with all
                              the Appendices thereto made between Koor and
                              Federmann Enterprises contemporaneously with the
                              signature of this Deed, including its amendments
                              subject to the terms thereof pursuant to which
                              Federmann Enterprises will sell and transfer to
                              Koor, in two stages, 4,000,000 (four million)
                              ordinary shares of 1 NIS par value each of Elbit,
                              which on the date of signing this Deed constitute
                              approximately 9.8% of Elbit's issued share
                              capital;

"Koor-Elbit Deed for the      means the deed for the transfer of shares in
Sale of Shares in Elisra"     Elisra, including its appendices, made between
                              Koor and Elbit, in connection with the Elisra
                              Transaction, contemporaneously with the signature
                              of the Amendment, in connection with the Elisra
                              Transaction;

"Stage 'A' of the             means as defined in Clause 8.1 below;
Transaction"

"Stage 'B' of the             means as defined in Clause 10A below;
Transaction"

"Stage 'CB' of the            means as defined in Clause 111.1 below;
Transaction"

"Koor-Federmann Deed Stage    means Stage 'A' of the transaction contemplated
'A'"                          by the Koor-Federmann Deed as the term is defined
                              in the Koor-Federmann Deed;

"Koor-Federmann Deed Stage    means Stage 'B' of the transaction contemplated
'B'"                          by the Koor-Federmann Deed as the term is defined
                              in the Koor-Federmann Deed;

"Stage 'A' Consideration"     means US$37 (thirty-seven U.S. dollars) for each
                              of the Stage 'A' Shares, totalling US$62,900,000
                              (sixty-two million nine hundred thousand U.S.
                              dollars), and insofar as all or part of that
                              amount is actually paid after April 1, 2005, such
                              amount shall be subject to the addition of
                              Interest from April 1, 2005 until the time of
                              actual payment, all subject to the adjustments as
                              set out in Clause 15 below;

"Stage 'B' Consideration"     means US$37 (thirty-seven U.S. dollars) for each
                              of the Stage 'B' Shares, totalling
                              US$23,055,25583,038,212 (twenty-eighty-three
                              million fifty-five thirty-eight thousand two
                              hundred and fifty-five twelve U.S. dollars), and
                              insofar as all or part of that amount is actually
                              paid after April 1, 2005, such amount shall be
                              subject to the addition of Interest from April 1,
                              2005 until the time of actual payment, all
                              subject to the adjustments commencing on 27
                              December 2004, as set out in Clause 15 below;

"Stage 'C' Consideration"     means US$37 (thirty-seven U.S. dollars) for each
                              of the Stage 'C' Shares, totalling US$59,982,957
                              (fifty-nine million nine hundred and eighty-two
                              thousand nine hundred and fifty-seven U.S.
                              dollars), and insofar as all or part of that
                              amount is actually paid after April 1, 2005, such
                              amount shall be subject to the addition of
                              Interest from April 1, 2005 until the time of
                              actual payment, all subject to the adjustments
                              commencing on 27 December 2004, as set out in
                              Clause 15 below;

"Consideration"               means the Stage 'A' Consideration, and the Stage
                              'B' Consideration and the Stage 'C' Consideration
                              together;

"Qualification Conditions"    means all the requirements in accordance with
                              applicable law and pursuant to the Company's
                              incorporation documents for a person to serve as
                              a director of the Company, including security
                              clearance as required in Israel for the purpose
                              of such service;

"Amendment"                   means the amendment to this Deed and to the
                              Shareholders' Agreement executed on 6 July 2005.

4.2      The following terms shall have the meanings defined in Section 1 of
         the [Israel] Securities Law, 5728-1968: "securities", "company",
         "subsidiary", "acquisition of securities", "holding and acquisition"
         and "control". The following terms shall have the meanings defined in
         Section 1 of the Companies Law: "dividend", "director", "external
         director", "public company", "distribution", "bonus shares",
         "officer", "personal interest", "transaction", "extraordinary
         transaction", "act" and "Company Registrar".

5.       Appendices

5.1      The following Appendices, which constitute an integral part hereof,
         are annexed to this Deed:

         5.1.1    Appendix 9.2 -- the Stage 'A' Conditions Precedent;

         5.1.2    Appendix 10.7 -- the Shareholders Agreement between Koor and
                  Elbit, which is to be entered into contemporaneously with the
                  signature of this Deed and will take effect on the First
                  Closing Date;

         5.1.3    Appendix 12.2 -- the Stage 'CB' Conditions Precedent. The
                  Koor-Federmann Deed Contemporaneously with the signing this
                  Deed, the Koor-Federmann Deed is also being signed. The
                  Koor-Federmann Deed and this Deed are separate and unrelated
                  deeds, except as expressly provided in this Deed. For the
                  avoidance of doubt it is hereby clarified that Elbit is not a
                  party to the Koor-Federmann Deed, and the provisions of the
                  Koor-Federmann Deed do not impose any obligation, that is not
                  expressly provided in this Deed, on Koor to Elbit or on Elbit
                  to Koor.

6.       The Parties' Warranties and Undertakings.

6.1      The parties hereby warrant and undertake to each other as follows:

         6.1.1    The representations and warranties of the parties in this
                  Deed are solely as set out in this Clause 5 and in Clauses 6
                  and 7 below, as the case may be.

6.2      The parties' warranties and undertakings as set out in this Clause 5
         and in Clauses 6 and 7 below, as the case may be, will continue to be
         correct, complete and accurate as of the First Closing Date, and the
         Second Closing Date and the Third Closing Date, and they shall be
         deemed as having been given again by each of the parties on as of both
         the First Closing Date, and on the Second Closing Date and the Third
         Closing Date.

6.3      Koor's Warranties and Undertakings Koor hereby warrants and undertakes
         to Elbit as follows:

         6.3.1    That it is a duly incorporated public company, that its
                  number with the Companies Registrar is as appears in the
                  preamble hereto and that no actions or proceedings for
                  delisting, liquidation, winding-up, receivership or like acts
                  have been taken or are threatened against it.

6.4      That on signing this Deed and until the completion of Stage 'A' of the
         Transaction it is and shall be the sole owner of the Shares Being Sold
         (subject to the Fixed Lien), and after the completion of Stage 'A' of
         the Transaction and until the completion of Stage 'B' of the
         Transaction it is and shall be the sole owner of the Stage 'B' Shares
         (subject to the Fixed Lien, as will be modified as provided in Clause
         10.3 below), after the completion of Stage 'B' of the Transaction and
         until the Stage 'C' Completion Deadline it is and shall be the sole
         owner of the Stage 'C' Shares (subject to the Fixed Lien, as amended
         in accordance with Clauses 10.3 and 10.3A below) and that prior to
         completion of the Additional Stage of the Transaction, it shall be the
         sole owner of the Additional Stage Shares (subject to the Fixed Lien,
         as amended in accordance with Clauses 10.3 and 10.3A), that it has not
         granted any person or entity an option or right to purchase all or any
         of the Shares Being Sold, that it has not undertaken to grant such an
         option or right as aforesaid, that no person or entity has any right
         of first refusal or tag-along right in connection with all or any of
         the Shares Being Sold and that on the date of signing this Deed, apart
         from the Shares Being Sold, it does not hold securities of the Company
         or any rights to receive or acquire securities of the Company.

6.5      That the Shares Being Sold are fully paid and Free and Clear, save for
         a fixed lien in favor of Bank Hapoalim B.M.. (in this Deed the "Bank")
         over all the Shares Being Sold, including all the rights, income and
         proceeds that Koor now or in future has from them (in this Deed the
         "Fixed Lien") and that in the context of the Fixed Lien the Shares
         Being Sold are held in a trust account at the Bank in the name of
         Poalim Trust Services Ltd. (in this Deed the "Trust Account") and that
         on the First Closing Date, upon the Stage 'A' Consideration being
         received in Koor's account, the Stage 'A' Shares will be Free and
         Clear and that on the Second Closing Date, upon the Stage 'B'
         Consideration being received in Koor's account, the Stage 'B' Shares
         will be Free and Clear, that on the Third Closing Date, upon receipt
         of the Stage 'C' Consideration in Koor's Account, the Stage 'C' Shares
         will be Free and Clear and that on the Additional Closing Date, upon
         receipt of the Additional Stage Consideration in Koor's Account, the
         Additional Stage Shares shall be Free and Clear.

6.6      That apart from Koor's board of directors' approval, Koor has no need,
         including pursuant to its incorporation documents and applicable law,
         in Israel or abroad, to obtain any other approvals from any of its
         organs for the purpose of entering into this Deed and performing all
         its obligations pursuant hereto.

6.7      That subject to ratification by Koor's board of directors, the
         signatories on Koor's behalf to this Deed and the documents ancillary
         hereto are the persons who are empowered, on Koor's behalf, to sign
         this Deed and the documents ancillary hereto and/or necessary for the
         performance hereof and to obligate Koor by their signature, and this
         Deed, together with all its terms and conditions, obligates Koor in
         all respects.

6.8      That subject to the approval of Koor's board of directors and the
         fulfilment of the Conditions Precedent, there is no legal or other
         impediment to its entering into this Deed and the performance hereof
         and that this Deed and the performance of its obligations pursuant
         hereto are not contrary to any judgment, order or direction of a
         court, to any contract, understanding or agreement to which Koor is a
         party, to its incorporation documents or to any other obligation of
         Koor, whether by virtue of contract (oral, by conduct or written) or
         by virtue of law.

6.9      That apart from Koor's board of directors' approval and the Conditions
         Precedent, all the approvals, consents and permits have been obtained
         and all the necessary proceedings have been performed, including with
         any authorities, government entities or any other body, for the
         purpose of Koor's entering into this Deed and performing its
         obligations pursuant hereto, including transferring the Shares Being
         Sold to Elbit.

         That from the time of Koor's acquisition of the Shares Being Sold, Koor
         and/or its controlling shareholders and/or officers have not entered
         into a transaction in which any of them has a personal interest with
         the Company and/or its subsidiaries, apart from the payment of
         remuneration to the Company's directors, as customary with the
         Company, and apart from arrangements for the grant of relief,
         insurance and indemnity by the Company to the Company's directors.
         Nothing in this Clause 6.8 shall be deemed to prevent Koor and the
         Company from entering into the Elisra Transaction or into transactions
         to which Elbit has given its consent by written notice signed by two
         officers of Elbit, without any further approval being necessary.

         That as at the time of signing this Deed, the Company and/or its
         subsidiaries have not entered into a transaction in which Koor and/or
         its subsidiaries and/or Koor's controlling shareholders and/or
         officers and/or companies controlled by any of them have a personal
         interest, other than:

         (1) transactions in the ordinary course of business with Elisra and
         its subsidiaries, the total financial value of which does not exceed
         $5,000,000;

         (2) a transaction in connection with the provision of warehousing
         services by the Company to subsidiaries of Elisra;

         (3) payment of remuneration to the Company's directors;

         (4) arrangements for the grant of relief, insurance and indemnity by
         the Company to the Company's directors; and that from the time of
         signing this Deed until the Second Closing Date, the Company and/or
         its subsidiaries will not enter into a transaction in which Koor
         and/or its subsidiaries and/or controlling shareholders and/or
         officers of Koor and/or the companies controlled by any of them have a
         personal interest, other than:

         (1) transactions in the ordinary course of business with Elisra and
         its subsidiaries;

         (2) transactions not in the ordinary course of business, the total
         financial value of which does not exceed $5,000,000;

         (3) a transaction in connection with the provision of warehousing
         services by the Company to subsidiaries of Elisra;

         (4) payment of remuneration to the Company's directors as customary in
         the Company; and

         (5) arrangements for the grant of relief, insurance and indemnity by
         the Company to the Company's directors.

Nothing in this Clause 6.8 [sic] shall be deemed to prevent Koor and the Company
from entering into the Elisra Transaction or transactions to which Elbit has
granted its consent by written notice signed by two officers of Elbit, without
any further approval being necessary.

6.10     That from the time the Shares Being Sold were acquired by Koor until
         the time of signing this Deed, the Company had not brought to Koor's
         attention nor given any report to the public that any material
         agreement to which the Company is a party had been terminated or
         modified or that there was any intent to terminate or modify any
         material agreement to which the Company is a party.

7.       Elbit's Warranties and Undertakings

         Elbit hereby warrants and undertakes to Koor as follows:

7.1      That it is a duly incorporated public company, that its number with the
         Companies Registrar is as appears in the preamble hereto and that no
         actions or proceedings for delisting, liquidation, winding-up,
         receivership or like acts have been taken or are being threatened
         against it.

7.2      That it has the ability and resources to perform its obligations
         pursuant to this Deed in full and on time and that it is in possession
         of the financial resources sufficient for payment of the Consideration
         in full and at the times set out in this Deed.

7.3      That apart from approval by Elbit's audit committee and board of
         directors, Elbit has no need, including pursuant to its incorporation
         documents and law, in Israel or abroad, to obtain any other approvals
         from any of its organs for the purpose of entering into this Deed and
         performing all its obligations pursuant hereto, except for approval by
         Elbit's General Meeting in accordance with Section 275 of the Companies
         Law, if and insofar as not yet obtained. At the time of signing this
         Deed, Elbit's General Meeting's approval had not yet been obtained.

7.4      That subject to the approvals of Elbit's audit committee and board of
         directors, the signatories on behalf of Elbit to this Deed and the
         documents ancillary hereto are those who are empowered, on Elbit's
         behalf, to sign this Deed and the documents ancillary hereto and/or
         necessary for the performance hereof, and to obligate Elbit by their
         signatures, and this Deed, including all its terms and conditions,
         obligates Elbit in all respects, subject to obtaining Elbit's General
         Meeting's approval.

7.5      That subject to the approvals of Elbit's audit committee and board of
         directors and the fulfilment of the Conditions Precedent, there is no
         legal or other impediment to its entering into and performing this Deed
         and that this Deed and the performance of its obligations pursuant
         hereto are not contrary to any judgment, order or direction of a court,
         to any contract, understanding or agreement to which it is a party, to
         its incorporation documents or to any other obligation of Elbit,
         whether by virtue of contract (oral, by conduct or written) or by
         virtue of law.

7.6      That apart from the approvals of Elbit's audit committee and board of
         directors and apart from the Conditions Precedent, including Elbit's
         General Meeting's approval, all the approvals, consents and permits
         have been obtained and all the necessary proceedings have been
         performed, including with any authorities, government entities or any
         other body, for the purpose of Elbit's entering into this Deed and
         performing its obligations pursuant hereto, including the acquisition
         from Koor of the Shares Being Sold.

7.7      That on the date of signing this Deed it was is the holder of 518,488
         Ordinary Shares, and that on the date of signing the Amendment, it
         holds 2,536,302 Ordinary Shares.

7.8      That subject only to Koor's warranties and representations in Clauses 5
         and 6 of this Deed, the Shares Being Sold are being purchased in their
         actual condition, and the actual condition of the Company and its
         assets, and they are "As Is", without any other representations or
         warranties being received from or on behalf of Koor and that the
         Consideration, as agreed between the parties, has been fixed having
         regard also to the fact that the purchase is on such an "As Is" basis.

8.       Stage 'A' of the Transaction

8.1      On the First Closing Date and subject to the fulfilment of Stage 'A'
         Conditions Precedent by the Stage 'A' Completion Deadline, Koor shall
         sell and transfer to Elbit, on and against payment of the whole of
         Stage 'A' Consideration, 1,700,000 (one million seven hundred thousand)
         Ordinary Shares (the Stage 'A' Shares), fully paid and Free and Clear,
         and Elbit shall purchase and receive from Koor the Stage 'A' Shares and
         pay Koor the full amount of the Stage 'A' Consideration (in this Deed
         "Stage 'A' of the Transaction").

8.2      Furthermore, on the First Closing Date, Koor shall purchase from
         Federmann Enterprises 2,160,000 (two million one hundred and sixty
         thousand) ordinary shares of 1 NIS par value each of Elbit, which on
         the date of signing this Deed constitute approximately 5.3% of Elbit's
         issued share capital, in accordance with the Koor-Federmann Deed, which
         is being signed contemporaneously with this Deed. The Koor-Federmann
         Deed Stage 'A' and Stage 'A' of the Transaction shall be performed
         contemporaneously, and Stage 'A' of the Transaction (contemplated by
         this Deed) shall not be performed without the Koor-Federmann Deed Stage
         'A' being performed.

8.3      For the avoidance of doubt, after the performance and completion of
         Stage 'A' of the Transaction, Stage 'A' of the Transaction will not be
         revoked, even if Stage 'B' of the Transaction is not performed or
         completed for any reason.

9.       The Stage 'A' Completion Deadline and the Stage 'A' Conditions
         Precedent

9.1      In this Deed the "Stage 'A' Completion Deadline" means:

         9.1.1    31 April March 2005 [extended by consent in the past]; or

         9.1.2    If by 15 April 31 March 2005 [extended by consent in the past]
                  all the Stage 'A' Conditions Precedent have been fulfilled,
                  other than the approval of the [Israel] Commissioner of
                  Restrictive Trade Practices, as set out in Clause (3) of
                  Appendix "9.2", the Stage 'A' Completion Deadline shall be
                  automatically deferred until 31 May 2005 or to such later date
                  as may be fixed by the parties as provided in Clause 20.3
                  below.

9.2      The Stage 'A' Conditions Precedent are set out in   Appendix "9.2".

9.3      Should all the Stage 'A' Conditions Precedent not have been fulfilled
         by the Stage 'A' Completion Deadline, this Deed shall be void--except,
         if and insofar as Elbit's General Meeting's approval for its entering
         into the transaction contemplated by this Deed has been obtained, the
         provisions of Clauses 14.3 (except insofar as concerns the acquisition
         of Ordinary Shares), 14.5 and 17 hereof, without either of the parties
         having any complaint and/or claim and/or demand against the other. For
         the avoidance of doubt, it is clarified that if the Stage 'A'
         Conditions Precedent have not been fulfilled by the Stage 'A'
         Completion Deadline, neither of the parties shall be subject to any
         restriction as regards the acquisition of Ordinary Shares. Nothing in
         the provisions of this Clause 9.3 above shall be deemed to derogate
         from any right or other remedy pursuant to this Deed or by law that is
         available to the parties in respect of a breach of any of the
         provisions of this Deed (insofar as breached).Without prejudice to the
         above provisions of this Clause 9.3, it is clarified that no provision
         of this Deed shall obligate Elbit in any manner whatsoever, prior to
         obtaining the approval of its General Meeting, to enter into the
         transactions contemplated by this Deed.

10.      The First Closing Date

         Subject to the Stage 'A' Conditions Precedent being fulfilled by the
         Stage 'A' Completion Deadline, the parties shall meet on the First
         Closing Date at such place as determined by the parties and the
         following interdependent acts shall be performed contemporaneously:

10.1     Elbit shall remit the Stage 'A' Consideration by bank transfer to
         Koor's bank account at the Bank, the details of which shall be provided
         to it in writing by Koor by the First Closing Date (in this Deed "
         Koor's Account ") and confirmation from the Bank shall be provided to
         Koor that the Stage 'A' Consideration has been received in Koor's
         Account.

10.2     Koor shall provide Elbit confirmation from the Bank, according to which
         the Bank agrees that on and against receipt of the Stage 'A'
         Consideration in Koor's Account, it will discharge the Fixed Lien from
         the Stage 'A' Shares.

10.3     Koor shall provide Elbit a letter of instructions from the Bank, in the
         Bank's standard form, addressed to the Companies Registrar, pursuant to
         which the Bank applies to the Companies Registrar to amend the Fixed
         Lien to the effect that the Fixed Lien will be discharged from the
         Stage 'A' Shares.

10.4     Koor shall provide Elbit a written certificate from Poalim Trust
         Services Ltd., in which Poalim Trust Services Ltd. gives instructions
         to transfer the Stage 'A' Shares from the Trust Account to Elbit's
         securities account, the details of which shall be provided to Koor by
         Elbit in writing by the First Closing Date (hereinafter " Elbit's
         Account ").

10.5     Koor shall provide the Bank an irrevocable instruction to transfer the
         Stage 'A' Shares, by means of a transaction outside the Stock Exchange,
         from the Trust Account to Elbit's Account, and confirmation from the
         Bank that the Stage 'A' Shares have been received in Elbit's Account
         shall be provided to Elbit.

10.6     Koor shall provide Elbit a copy of the Company's board of directors'
         resolution to the effect that, subject to the performance of Stage 'A'
         of the Transaction, there shall be added to the Company's board of
         directors and serve thereon as directors such number of nominees as
         proposed for office by Elbit, who meet the Qualification Conditions,
         such that after their addition to the board of directors, the number of
         directors proposed for office by Elbit shall be the greater of:

         (1)      three directors; or

         (2)      a number of directors equal to 20% of the number of the
         Company's directors (including external directors and the directors who
         are added in accordance with Elbit's nomination as aforesaid), rounded
         up to the nearest whole number (for example, if the number of directors
         who are serving in the Company immediately after the addition of
         Elbit's nominees is 11, three nominees who have been proposed by Elbit
         shall be added as directors). In said board of directors' resolution it
         shall be provided that Elbit's nominees as aforesaid shall be added to
         the Company's board of directors on the First Closing Date. Koor
         undertakes that there shall be sufficient vacancies on the Company's
         board of directors to enable the addition of Elbit's nominees as
         aforesaid. If for any reason any of the nominees proposed by Elbit as
         aforesaid cannot be appointed as a director or directors of the
         Company, another nominee or nominees, as proposed by Elbit, shall be
         appointed in his or their place. Elbit shall give prior written notice
         to Koor and the Company of the name of such nominees as aforesaid or of
         the other nominees in their place, and Elbit (with the assistance of
         Koor) shall coordinate with the Company's corporate secretary such
         nominees' compliance with the Qualification Conditions, all by no later
         than 14 days prior to the earlier of (1) the Stage 'A' Completion
         Deadline or (2) the First Closing Date. Without prejudice to the
         foregoing, if any of the nominees proposed by Elbit as aforesaid is not
         added to the Company's board of directors on the First Closing Date,
         Koor shall hold a General Meeting of the Company as soon as possible,
         the agenda of which shall be the appointment of the nominees proposed
         by Elbit, who have not been appointed as aforesaid, as directors of the
         Company. Koor undertakes to vote in favor of the appointment of the
         nominees proposed by Elbit who have not been appointed as aforesaid but
         who do meet the Qualification Requirements. If and insofar as it is
         required by law that a majority of the Company's directors meet any
         Qualification Requirements, then if the number of directors appointed
         in accordance with Elbit's nomination is an equal number, one half of
         the directors appointed in accordance with Elbit's nomination as
         aforesaid shall meet said conditions, and if the number of directors
         appointed in accordance with Elbit's nomination is an odd number, the
         majority of the Company's directors who are appointed in accordance
         with Elbit's nomination as aforesaid shall meet the above conditions.
         10.7 The Shareholders Agreement, in the terms annexed hereto as
         Appendix "10.7", shall become effective.

10.8     Koor shall provide Elbit a written declaration, duly signed by Koor,
         according to which all the warranties and representations of Koor as
         set out in Clauses 5 and 6 of this Deed are also correct, complete and
         accurate as of the First Closing Date.

10.9     Elbit shall provide Koor a written declaration, duly signed by Elbit,
         according to which all the warranties and representations of Elbit as
         set out in Clauses 5 and 7 of this Deed are also correct, complete and
         accurate as of the First Closing Date.

10.10    The Koor-Federmann Deed Stage 'A' shall be completed, namely all the
         acts that are to be performed on the Koor-Federmann Deed First Closing
         Date shall be performed, as provided in Clause 10 of the Koor-Federmann
         Deed.

10.11    Each party undertakes to do all the acts for which it is responsible
         pursuant to this Clause 10.

10.12    All the acts mentioned above in this Clause 10 shall be deemed as
         having been performed contemporaneously, no individual act shall be
         deemed as completed and no individual document shall be deemed as
         delivered until all such acts have been completed and all the documents
         have been delivered.

10A.     Stage 'B' of the Transaction

         On the Second Closing Date, Koor shall sell and transfer to Elbit,
         against payment of the full Stage 'B'Consideration, 623,115 (six
         hundred and twenty-three thousand one hundred and fifteen) Ordinary
         Shares (Stage'B' Shares), fully paid and Free and Clear, and Elbit
         shall purchase andaccepton transferthe Stage 'B' Shares from Koor and
         pay Koor the full Stage 'B' Consideration(hereinafter in this Deed
         referred to as "Stage 'B' of the Transaction"), and the parties shall
         meet at such place as determined by them and the following
         interdependent acts shall be performed contemporaneously:

10A.1    Elbit shall remit the Stage 'B' Consideration by bank transfer to
         Koor's Account, and confirmation from the Bank shall be provided to
         Koor that the Stage 'B' Consideration has been received in Koor's
         Account.

10A.2    Koor shall provide Elbit confirmation from the Bank, according to which
         the Bank agrees that on and against receipt of the Stage 'B'
         Consideration in Koor's Account, it will discharge the Fixed Lien from
         the Stage 'B' Shares.

10A.3    Koor shall provide Elbit a letter of instructions from the Bank, in the
         Bank's standard form, addressed to the Companies Registrar, pursuant to
         which the Bank applies to the Companies Registrar to strike out the
         Fixed Lien from the Stage ' B ' Shares.

10A.4    Koor shall provide Elbit a written certificate from Poalim Trust
         Services Ltd., in which Poalim Trust Services Ltd. gives instructions
         to transfer the Stage 'B' Shares from the Trust Account to Elbit's
         Account.

10A.5    Koor shall provide the Bank an irrevocable instruction to transfer the
         Stage 'B' Shares, by means of a transaction outside the Stock Exchange,
         from the Trust Account to Elbit's Account, and confirmation from the
         Bank that the Stage 'B' Shares have been received in Elbit's Account
         shall be provided to Elbit.

10A.6    Koor shall provide Elbit a written declaration, duly signed by Koor,
         according to which all the warranties and representations of Koor as
         set out in Clauses 5 and 6 of this Deed are also correct, complete and
         accurate as of the Second Closing Date. Elbit shall provide Koor a
         written declaration, duly signed by Elbit, according to which all the
         warranties and representations of Elbit as set out in Clauses 5 and 7
         of this Deed are also correct, complete and accurate as of the Second
         Closing Date.

10A.7    Each party undertakes to do all the acts for which it is responsible
         pursuant to this Clause 10A.

10A.8    All the acts mentioned above in this Clause 10A shall be deemed as
         having been performed contemporaneously, no individual act shall be
         deemed as completed and no individual document shall be deemed as
         delivered until all such acts have been completed and all the documents
         have been delivered.

10A.9    From the date of completion of Stage 'B' of the Transaction, the
         arrangements between the parties set forth in Clause 5 of the
         Shareholders' Agreement, with all its sub-clauses, shall apply and in
         such context directors will be appointed to the Company's board of
         directors in accordance with Elbit's recommendation, as provided in
         Clause 5 of the Shareholders' Agreement, and the chairman shall be
         appointed for the Company's board of directors in accordance with
         Elbit's recommendation, as provided in Clause 5 of the Shareholders'
         Agreement.

10A.10   For the avoidance of doubt, the approvals required and the conditions
         precedent for the Elisra Transaction, including the [Israel]
         Commissioner of Restrictive Trade Practices' approval of the Elisra
         Transaction, but except for the approval of Elbit's General Meeting for
         Elbit's execution of the Elisra agreement, that shall constitute a
         condition for the entry into force of the Amendment and will
         accordingly constitute a condition for the completion of Stage 'B', do
         not constitute conditions for the completion of Stage 'B' of the
         Transaction.

11.      Stage 'CB' of the Transaction

11.1     On the Third Second Closing Date and subject to the fulfilment of the
         Stage 'CB' Conditions Precedent by the Stage 'CB' Completion
         Deadline, Koor shall sell and transfer to Elbit, on and against payment
         of the full Stage 'CB' Consideration, 1,621,161 (one million six
         hundred and twenty-one thousand one hundred and sixty-one)2,244,276
         (two million two hundred forty-four thousand two hundred and
         seventy-six)Ordinary Shares (the Stage 'CB' Shares), fully paid and
         Free and Clear, and Elbit shall purchase and receive from Koor the
         Stage 'CB' Shares and pay Koor the full amount of the Stage 'CB'
         Consideration (hereinafter in this Deed "Stage 'CB' of the
         Transaction").

11.2     On the Second Closing Date Koor shall purchase from Federmann
         Enterprises 1,840,000 (one million eight hundred and forty thousand)
         ordinary shares of 1 NIS par value each of Elbit, constituting
         approximately 4.51% of Elbit's issued and paid up share capital in
         accordance with the Koor-Federmann Deed, which is being signed
         contemporaneously with this Deed, and Stage 'B' of the Transaction and
         the Koor-Federmann Deed Stage 'B' shall be performed together, and
         Stage 'B' of the Transaction (contemplated by this Deed) shall not be
         performed without the performance of the Koor-Federmann Deed Stage 'B'.
         Nevertheless, it is agreed that the provisions of this Clause 11.2
         shall not apply if Federmann gives notice as provided in Clause 12.1.3
         of the Koor-Federmann Deed or as provided in Clause 12.1.5 of the
         Koor-Federmann Deed, as the case may be.

12.      The Stage 'CB' Completion Deadline and the Stage 'CB' Conditions
         Precedent

12.1     In this Deed the "Stage 'CB' Completion Deadline" means: 6
         September 2005; however, this date shall be automatically extended if
         and insofar as the Deadline for Completion of the Elisra Transaction is
         extended as provided in the Koor-Elbit Deed for the Sale of Shares in
         Elisra--and to the extended date.

         12.1.1   30 June 2005; or

         12.1.2   if all the Stage 'B' Conditions Precedent have not been
                  fulfilled by 30 June 2005, the Stage 'B' Completion Deadline
                  shall automatically be deferred until 30 September 2005; or

         12.1.3   if by 30 September 2005 all the Stage 'B' Conditions Precedent
                  have been fulfilled, except for the completion of the Elisra
                  Transaction as set out in Clause (2) of Appendix "12.2", Koor
                  shall be entitled to provide written notice to Elbit, to be
                  received by Elbit by said date, of the Stage 'B' Completion
                  Deadline's deferral until 30 April 2006 or such later date as
                  may be determined by the parties, as provided in Clause 20.3
                  below.

12.2     The Stage 'CB' Conditions Precedent are set out in Appendix "12.2".

12.3     Should all the Stage 'CB' Conditions Precedent not be fulfilled by the
         Stage 'CB' Completion Deadline, Stage 'CB' of the Transaction shall
         not be performed, the provisions in connection with the performance of
         Stage 'CB' of the Transaction in this Deed ( except for the provisions
         of Clause 13A below) shall be deemed null and void and be of no effect
         and, inter alia, Koor shall not sell Elbit the Stage 'CB' Shares and
         Elbit shall not pay the Stage 'CB' Consideration to Koor, and neither
         party shall have any demand, claim or complaint against the other in
         connection with Stage 'CB' of the Transaction. For the avoidance of
         doubt, it is clarified that the foregoing provisions of this Clause
         12.3 shall not be deemed to derogate from the validity of any other
         provision, including the provisions of Clauses 14.3 (except insofar as
         concerns the acquisition of Ordinary Shares) and the provisions of
         Clause 13A below or 14.5 of this Deed or the provisions of the as
         provided in the Shareholders Agreement, which shall enter into effect
         on the First Closing Date, or from any other right or remedy pursuant
         to this Deed or by law that is available to the parties in respect of a
         breach of any of the provisions of this Deed (if and insofar as
         breached) ; however, it is expressed that the non-completion of Stage
         'C' as aforesaid , shall not cancel the acts done in the framework of
         the completion of Stage 'A' of the Transaction or Stage 'B' of the
         Transaction.

12.4     Should Federmann act as provided in Clause 12.1.3 of the Koor-Federmann
         Deed or as provided in Clause 12.1.5 of the Koor-Federmann Deed, and
         should the Stage 'B' Conditions Precedent be fulfilled by the Stage 'B'
         Completion Deadline, the parties shall perform and Complete Stage 'B'
         of the Transaction pursuant to this Deed on the Second Closing Date,
         and the provisions of Clause 11.2 above and Clause 13.9 below shall not
         apply.

13.      The Third Second Closing Date

         Subject to the fulfilment of the Stage 'CB' Conditions Precedent by the
         Stage 'CB' Completion Deadline, except for completion of the Elisra
         Transaction, which--subject to Clause 13.9 below--will be performed
         contemporaneously and together with the completion of Stage 'C' as set
         forth below, the parties shall meet on the Third Second Closing Date at
         such place as determined by them, and the following interdependent acts
         shall be performed contemporaneously:

13.1     Elbit shall remit the Stage 'CB' Consideration by bank transfer to
         Koor's Account, and confirmation from the Bank shall be provided to
         Koor that the Stage 'CB' Consideration has been received in Koor's
         Account.

13.2     Koor shall provide Elbit confirmation from the Bank, according to which
         the Bank agrees that on and against receipt of the Stage 'CB'
         Consideration in Koor's Account, it will discharge the Fixed Lien from
         the Stage 'CB' Shares. 13.3 Koor shall provide Elbit a letter of
         instructions from the Bank, in the Bank's standard terms, addressed to
         the Companies Registrar pursuant to which the Bank applies to the
         Companies Registrar to discharge the Fixed Lien from the Stage 'CB'
         Shares.

13.4     Koor shall provide Elbit a written certificate from Poalim Trust
         Services Ltd. in which it provides instructions to transfer the Stage
         'CB' Shares from the Trust Account to Elbit's Account.

13.5     Koor shall provide the Bank an irrevocable instruction to transfer the
         Stage 'CB' Shares by means of a transaction outside the Stock Exchange
         from the Trust Account to Elbit's Account, and confirmation from the
         Bank that the Stage 'CB' Shares have been received in Elbit's Account
         shall be provided to Elbit.

13.6     The parties shall act to cause Koor shall cause the addition to the
         Company's board of directors on the Third Second Closing Date of such
         number of nominees who are proposed for their office by Elbit and meet
         the Qualification Requirements so that on the appointment of those
         nominees to the Company's board of directors those nominees will,
         together with the directors appointed to their office per Elbit's
         nomination as provided in Clause s 10.6 and 10A.9 above, constitute
         more than 50% of the total directors of the Company at that time,
         including external directors and directors who are appointed to their
         position per Elbit's nomination as aforesaid. Without prejudice to the
         generality of the foregoing, Koor undertakes that there will be
         sufficient vacancies on the Company's board of directors for the
         performance of its foregoing obligations. Elbit shall provide Koor and
         the Company prior written notice of its nominees as aforesaid or of the
         other nominees in their place as provided below in this Clause, and
         Elbit shall coordinate with the Company's corporate secretary such
         nominees' compliance with all the conditions required of the Company's
         directors, all by no later than 14 days from the earlier of (1) the
         Stage 'CB' Completion Deadline or (2) the Third Second Closing Date. If
         for any reason any of such nominees as aforesaid cannot be appointed as
         a director or directors of the Company, another nominee or nominees, as
         proposed by Elbit, who meet the Qualification Requirements, shall be
         appointed in his or their place.

13.7     Koor shall provide Elbit a written declaration duly signed by Koor
         according to which all Koor's warranties and representations as set out
         in Clauses 5 and 6 of this Deed are also correct, complete and accurate
         as of the Third Second Closing Date.

13.8     Elbit shall provide Koor a written declaration duly signed by Elbit
         according to which all Elbit's warranties and representations as set
         out in Clauses 5 and 7 of this Deed are also correct, complete and
         accurate as of the Third Second Closing Date.

13.9     All the acts required for the execution and completion of the Elisra
         Transaction, as prescribed in the Koor-Elbit Deed for the Sale of
         Shares in Elisra , shall be performed , and Stage 'C' of this
         Transaction, shall be performed contemporaneously and together with the
         completion of the Elisra Transaction, and Stage 'C' of this Transaction
         shall not be completed without the completion of the Elisra Transaction
         and vice versa. Notwithstanding the foregoing , if any impediment
         arises to the completion of the Elisra Transaction and the other Stage
         'C' Conditions Precedent have been fulfilled, Koor may, in its
         discretion, decide that Stage 'C' of the Transaction will be completed
         without the completion of the Elisra Transaction. The foregoing does
         not derogate from the parties' obligations pursuant to Clause 14.1
         below, or from the parties' rights pursuant to the Koor-Elbit Deed for
         the Sale of Shares in Elisra; however, notwithstanding the foregoing ,
         if on the Stage 'C' Completion Deadline any impediment exists to the
         completion of the Elisra Transaction resulting from in consequence of a
         breach of the Koor-Elbit Deed for the Sale of Shares in Elisra by Koor,
         Stage 'C' of this Transaction shall be completed, even though it is not
         possible to complete the Elisra Transaction on the Third Closing Date.

13.10    The Koor-Federmann Deed Stage 'B' shall be completed, namely all the
         acts that are to be performed on the Koor-Federmann Deed Second Closing
         Date as provided in Clause 13 of the Koor-Federmann Deed shall be
         performed. Nevertheless, it is agreed that this Clause 13.9 shall not
         apply if Federmann acts as provided in Clause 12.1.3 or as provided in
         Clause 12.1.5 of the Koor-Federmann Deed.

13.11    Each party undertakes to perform all the acts for which it is
         responsible pursuant to this Clause 13.

13.12    All the acts mentioned above in this Clause 13 shall be deemed as
         having been performed contemporaneously, no individual act shall be
         deemed as having been completed and no individual document shall be
         construed as delivered until all such acts are completed and all the
         documents are delivered.

13A.     The Additional Stage

If       the Elisra Transaction has not been completed by the Stage 'C'
         Completion Deadline and the provisions of Clause 12.3 above apply, the
         following provisions shall apply:

13A.1    If all the following conditions have been fulfilled:

         (a)      all the consents and approvals required have been received
         and all the conditions precedent for the Elisra Transaction, as set
         forth in the Koor-Elbit Deed for the Sale of Shares in Elisra, have
         been fulfilled, including the approval of Elbit's General Meeting for
         the Elisra Transaction, by the Completion Deadline (as defined in the
         Koor-Elbit Deed for the Sale of Shares in Elisra), but it is not
         possible to complete the Elisra Transaction because of (1) the
         objection of the [Israel] Commissioner of Restrictive Trade Practices
         or (2) the cancellation of the Koor-Elbit Deed for the Sale of Shares
         in Elisra in accordance with the provisions of Clause 7.5 of the
         Koor-Elbit Deed for the Sale of Shares in Elisra;

         (b)      Elbit has made every possible effort to bring about completion
         of the Elisra Transaction;

         (c)      a transaction has been completed in the framework of which
         Koor sold to a third party all its holdings in Elisra, for a
         consideration and on terms and conditions equal to those prescribed in
         the Koor-Elbit Deed for the Sale of Shares in Elisra ("Original
         Transaction Consideration"), or better than them, and such transaction
         was completed within 16 months of the date of signing the Amendment ,
         on the Additional Closing Date, as defined below, Koor shall sell and
         transfer to Elbit and Elbit shall purchase all the Stage 'C' Shares
         held at such time by Koor ("Additional Stage Shares"), against payment
         of a sum ofUS$37 (thirty-seven US dollars) plus the Interest, from 1
         April 2005 until the actual payment date, all subject to adjustments
         from 27 December 2004 as set forth in Clause 15 below ("Additional
         Stage Consideration") for each of the Additional Stage Shares
         ("Additional Stage"), and the provisions of Clause 13A.3 shall apply.

13A.2    If the conditions set forth in sub-clauses 13A.1(a) and (b) above have
         been fulfilled, and a transaction has been completed in the framework
         of which Koor sold to a third party all its holdings in Elisra, for a
         consideration and on terms and conditions inferior to the Original
         Transaction Consideration ("lternative Transaction Consideration"), and
         such transaction was completed within 16 months from the date of the
         signing the Amendment, Elbit shall have the right, in its sole
         exclusive discretion, to pay Koor within 10 (ten) Business Days from
         the date of completion of the Elisra Transaction as aforesaid , an
         amount equal to the difference between the Original Transaction
         Consideration and the Alternative Transaction Consideration, and
         against this payment and payment of the Additional Stage Consideration,
         Koor shall sell and transfer to Elbit and Elbit shall purchase all the
         Additional Stage Shares, and the provisions of Clause 13A.3 shall
         apply. 13A.3 On the third Business Day business day after the day of
         fulfilment of all the conditions mentioned in Clause 13A.1 or all the
         conditions mentioned in Clause 13A.2 ("Additional Closing Date"), the
         parties shall meet at such place as determined by them, and the
         following interdependent acts shall be performed contemporaneously:

         (a)      Elbit shall transfer the Additional Stage Consideration by
         bank transfer to Koor's Account, and confirmation from the Bank shall
         provided to Koor that the Additional Stage Consideration has been
         received in Koor's Account.

         (b)      Koor shall provide Elbit confirmation from the Bank, according
         to which the Bank agrees that on and against receipt of the Additional
         Stage Consideration in Koor's Account, it will discharge the Fixed Lien
         from the Additional Stage Shares.

         (c)      Koor shall provide Elbit a letter of instructions from the
         Bank, in the Bank's standard form, addressed to the Companies
         Registrar, pursuant to which the Bank applies to the Companies
         Registrar to strike out the Fixed Lien on over the Additional Stage
         Shares.

         (d)      Koor shall provide Elbit a written certificate from Poalim
         Trust Services Ltd., in which Poalim Trust Services Ltd. gives
         instructions to transfer the Additional Stage Shares from the Trust
         Account to Elbit's Account.

         (e)      Koor shall provide the Bank an irrevocable instruction to
         transfer the Additional Stage Shares, by means of a transaction outside
         the Stock Exchange, from the Trust Account to Elbit's Account, and
         confirmation from the Bank that the Additional Stage Shares have been
         received in Elbit's Account shall be provided to Elbit.

         (f)      Koor shall provide Elbit a written declaration, duly signed by
         Koor, according to which all the warranties and representations of Koor
         as set out in Clauses 5 and 6 of this Deed are also correct, complete
         and accurate as of the Additional Closing Date.

         (g)      Elbit shall provide Koor a written declaration, duly signed by
         Elbit, according to which all the warranties and representations of
         Elbit as set out in Clauses 5 and 7 of this Deed are also correct,
         complete and accurate as of the Additional Closing Date.

         (h)      Each party undertakes to do all the acts for which it is
         responsible pursuant to this Clause 13 A.

         (i)      All the acts mentioned above in this Clause 13 A above shall
         be deemed as having been performed contemporaneously, no individual act
         shall be deemed as completed and no individual document shall be deemed
         as delivered until all such acts have been completed and all the
         documents have been delivered. It is agreed that the provisions of this
         Clause 13A do not impose any obligation on Koor to sell the Elisra
         shares, and that the provisions of this Clause 13A do not impose any
         additional restriction, or establish any additional obligation, over
         and above as provided in this Deed and in the Shareholders Agreement,
         insofar as existing, in connection with the purchase or sale of shares
         in Tadiran Communications, including Stage 'C' Shares, by Koor or
         Elbit.

14.      Acts and Obligations after the Signature of this Deed

14.1     Immediately after the signature of this Deed, the parties shall act and
         use their best efforts to cause the fulfilment of all the Conditions
         Precedent, including obtaining all the required certificates, permits
         and consents, as early as possible. In such connection and without
         derogating from the generality of the foregoing, the parties shall
         apply to every competent authority and to every other entity whose
         approval is necessary for the performance of the transaction involved
         in this Deed, in all both its stages, they shall submit all the
         applications and deliver all the information, data and particulars in
         their possession, without delay, and act to resolve or avoid a
         disapproval, if any, by the various government authorities in any
         respect relating to or arising out of this Deed.

14.2     It is hereby agreed that the provisions of this Deed are not such as to
         place either of the parties under a duty to make any payment for the
         fulfilment of the Conditions Precedent or any of them, other than
         official fees and other reasonable expenses (such payment as aforesaid,
         excluding official fees and other reasonable expenses as aforesaid, a
         "Fulfilment Payment"), provided that if a party to this Deed refuses to
         make a Fulfilment Payment, the other party may make it for the
         fulfilment of all or any of the Conditions Precedent, provided that the
         first party shall not be liable to indemnify the other party in respect
         of a Fulfilment Payment, and the party that makes the Fulfilment
         Payment shall have no demand, claim or right of recourse against the
         other party in respect of the making of such payment.

14.3     Subject to the provisions of Clause 9.3 above and Clause 14.4 below,
         from the date of signing this Deed until the earlier between the Third
         Closing Date or the Stage 'C' Completion Deadline 30 April 2006 (the "
         Lock-up Period "), Koor and Elbit shall not conduct any transaction
         (including any transfer, sale or acquisition) in Ordinary Shares,
         either on or outside the Stock Exchange, unless otherwise agreed
         between the parties, by written notice signed by two officers of each
         of Koor and Elbit, without any further approval being necessary. Said
         obligation shall continue in force even if this Deed is cancelled for
         any reason, save for rescission due to its breach by Koor and except if
         Elbit exercises its right to rescind the Deed pursuant to the
         provisions of Clause 16.1 below. For the avoidance of doubt, Koor shall
         not sell or transfer the Stage 'C' Shares prior to the Third Closing
         Date or the Stage 'C' Completion Deadline, whichever is earlier. In
         addition, Koor shall not sell or transfer the Stage 'B' Shares prior to
         the Second Closing Date or the Stage 'B' Completion Deadline, whichever
         is earlier.

14.4     Notwithstanding as provided in Clause 14.3 above, during the Lock-up
         Period each party may purchase, either on or outside the Stock
         Exchange, up to 350,000 Ordinary Shares (the "Acquirable Quantity")
         without the other party's consent, provided that it gives written
         notice to the other party of the purchase of the shares and the
         quantity of shares purchased within 48 hours of making each purchase.
         Should one party purchase 350,000 Ordinary Shares (in this Clause the
         "Purchasing Party") and the other party not purchase 350,000 Ordinary
         Shares, the Purchasing Party may send written notice to the other party
         (in this Clause the "Purchase Notice") stating that it wishes to
         purchase additional shares of the Company in a quantity not exceeding
         the difference between 350,000 Ordinary Shares and the quantity of
         shares purchased under this Clause by the other party (in this Clause
         the "Acquirable Shares"). Should 14 days elapse from the date of
         providing the Purchase Notice (in this Clause the "Other Party's
         Purchase Period") and the other party not have purchased all the
         Acquirable Shares in trading on the Stock Exchange, the Purchasing
         Party may purchase the Acquirable Shares in trading on the Stock
         Exchange within 14 days of the end of the other party's Purchase
         Period. Should the Purchasing Party not purchase the Acquirable Shares
         during said period, it shall be responsible to provide the other party
         Purchase Notice in order to purchase additional shares.

14.5     Notwithstanding the provisions of Clauses 14.3 and 14.4 above and in
         addition to the provisions of Clause 14.4, as of the Second Closing
         Date, and subject to completion of Stage 'B' of the Transaction, Elbit
         may purchase Ordinary Shares subject to (1) the provisions of the
         Shareholders Agreement; (2) the provisions of any law governing a
         purchase as aforesaid; and (3) the joint holdings as defined in the
         Shareholders Agreement, after the purchase as aforesaid, not exceeding
         55% of the Company's issued share capital. Subject to the provisions in
         Clause 9.3 above, Elbit shall vote in the Company's General Meeting by
         virtue of all the Shares in the Company that are held by it at that
         time in favor of approving the Elisra Transaction, whether or not all
         or any of the transactions involved in this Deed are actually
         implemented, provided that: (a) the Elisra Transaction consideration is
         established in reliance on an evaluation by an outside independent
         appraiser obtained for the purpose of the Elisra Transaction, and the
         consideration and terms and conditions of the Elisra Transaction have
         been duly approved by the Company's audit committee and board of
         directors and by every independent committee of the Company that is
         established for the purpose of considering the Elisra Transaction,
         insofar are established, and the Company's audit committee and board of
         directors have determined that the Elisra Transaction is not contrary
         to the Company's interests; (b) the consideration for the Elisra
         Transaction, as payable by the Company, reflects a company value for
         Elisra of up to US$225 million; and (c) the Elisra Transaction has been
         referred to the Company's General Meeting for a vote by 30April 2006.
         Elbit's said obligation shall expire on the earlier of: (1) 1 May 2006,
         or (2) the completion of the Elisra Transaction, or (3) on the
         rescission of this Deed due to its breach by Koor, whichever is
         earlier.

14.6     Without prejudice to Clauses 15 and 16 below, Koor hereby undertakes
         that from the date of the signature of this Deed until the earlier of:
         (1) the Stage 'A' Completion Deadline, if the Stage 'A' Conditions
         Precedent have not been fulfilled by that time; or (2) the Second
         Closing Date, if Stage 'B' of the Transaction has not been completed by
         the Second Closing Date; or (3) the Stage 'C' Completion Deadline, if
         the Stage 'C' Conditions Precedent have not been fulfilled by such
         time; or (4) the Third Closing Date, the Stage 'B' Completion Deadline,
         if the Stage 'B' Conditions Precedent have not been fulfilled by that
         time; or (3) the Second Closing Date, Koor and/or its subsidiaries
         and/or the controlling shareholders and/or officers of Koor and/or
         companies under the control of any of them shall not enter into an
         extraordinary transaction with the Company, in which any of them has a
         personal interest, except for the Elisra Transaction .

14.7     From the date of obtaining Elbit's General Meeting's approval of its
         entering into the transaction contemplated by this Deed until the
         Second Closing Date, Koor's president shall from time to time, in his
         discretion, update Elbit's president regarding the status of the
         Company's business, all subject to applicable legal requirements
         (including antitrust laws).

14.8     Subject to applicable law and except for the purpose mentioned in
         Clause 3.4.3 of the Shareholders Agreement, Koor, as a shareholder of
         the Company, undertakes that after the Company's annual General Meeting
         that is held after the date of signing this Deed, it will not act to
         hold an annual General Meeting of the Company before the Stage 'CB'
         Completion Deadline, unless Elbit consents thereto by written notice
         signed by two officers of Elbit, without any further approval being
         necessary.

15.      Modifications to the Consideration or the Number of Shares Being Sold

15.1     During the period from the date of signing this Deed until the earlier
         of: (1) the Stage 'A' Completion Deadline, if the Stage 'A' Conditions
         Precedent have not been fulfilled by that time; (2)the Second Closing
         Date, if Stage 'B" of the Transaction has not been completed by the
         Second Closing Date; or (3) the Stage'C' Completion Deadline, if the
         Stage 'C' Conditions Precedent have not been fulfilled by such time; or
         (4) the Third Closing Date; the Stage 'B' Completion Deadline, if the
         Stage 'B' Conditions Precedent have not been fulfilled by that time; or
         (3) the Second Closing Date; Koor shall, insofar as it is able, oppose
         and vote by virtue of all the Company's Shares that it holds at that
         time against any resolution concerning, except--for the purpose of
         sub-clauses (c), (e) and (f)--a resolution with regard to the Elisra
         Transaction, which concerns: (a) the making of any distribution
         whatsoever, whether in cash or in kind, or by a distribution of bonus
         shares, to the Company's shareholders, except from the distribution of
         a regular cash dividend of not more than 1.5 NIS per Ordinary Share in
         any calendar quarter; (b) a rights offering for the acquisition of any
         securities of the Company; (c) a sale of the Company's shares that are
         held by the Company or its subsidiaries; (d) any modification to the
         Company's incorporation documents, except for the purpose of increasing
         the Company's authorized share capital; (e) transactions that are not
         in the ordinary course of the Company's business and transactions that
         concern an investment or acquisition of rights in entities and/or the
         acquisition of businesses (Asset Transactions) (in this Deed the "New
         Transactions"), the aggregate financial amount of which exceeds
         $25,000,000, excluding the Elisra Transaction; (f) any allotment of the
         Company's securities except for an allotment of shares deriving from
         the exercise of options existing at the time of signing this Deed and,
         without derogating from the provisions of Clause 14.5 above, except for
         an allotment of options to employees of the Company or its subsidiaries
         in a proportion not exceeding 2% of the Company's issued share capital
         and on the Company's customary terms, all unless Elbit's consent
         thereto is provided by written notice to be signed by two officers of
         Elbit, without any further approval being necessary.

15.2     Insofar as during the period from the date of signing this Deed until
         the First Closing Date or until the Second Closing Date or until the
         Third Closing Date or until the Additional Closing Date , as the case
         may be, one or more of the below-mentioned events occurs, despite or in
         accordance with the provisions of Clause 15.1 above, the Consideration
         or number of the Shares Being Sold, as the case may be, shall be
         adjusted in accordance with the following provisions:

         15.2.1   If the Company resolves to make any distribution to its
                  shareholders, the Consideration shall be subject to the
                  deduction of any amount (translated into dollars at the
                  representative exchange rate on the earlier of the date of
                  actually making the distribution or the First Closing Date or
                  the Second Closing Date or the Third Closing Date or the
                  Additional Closing Date, as the case may be) that Koor will be
                  entitled to receive in respect of the Shares Being Sold
                  (gross) (namely the record date for its distribution is prior
                  to the First Closing Date or the Second Closing Date or the
                  Third Closing Date or the Additional Closing Date, as the case
                  may be).

         15.2.2   If the Company offers its shareholders rights for the
                  acquisition of any securities, the record date for the
                  exercise of which is prior to the First Closing Date or the
                  Second Closing Date or the Third Closing Date or the
                  Additional Closing Date, as the case may be, the amount of the
                  Consideration shall be adjusted for the bonus element embodied
                  (if at all) in the rights, unless Elbit instructs Koor in
                  writing prior to the exercise date in respect of those rights
                  to exercise the rights and in such event Koor shall exercise
                  the rights by virtue of the Shares Being Sold which have not
                  yet been transferred to Elbit as of that time and it shall
                  transfer to Elbit, immediately on the occurrence of the
                  earlier of (1) the exercise date or (2) the First Closing
                  Date, or after the Second Closing Date, or after the Third
                  Closing Date or after the Additional Closing Date, as the case
                  may be, the securities exercised as aforesaid on and against
                  payment of the entire exercise amount paid by Koor to the
                  Company for the exercise thereof, plus Interest from the date
                  of Koor's paying the exercise price to the date of actual
                  payment to Koor by Elbit.

         15.2.3   If the Company distributes bonus shares or dividends in kind
                  to its shareholders before the First Closing Date or the
                  Second Closing Date or the Third Closing Date or the
                  Additional Closing Date, as the case may be, the
                  Consideration shall not be adjusted but the Shares Being Sold
                  shall be subject to the addition of the bonus shares, Free and
                  Clear, or of assets received as dividends in kind (gross) in
                  respect of the Shares Being Sold, Free and Clear, without
                  Elbit being required to pay additional consideration for them.

         15.2.4   If the Company makes a consolidation, reduction or
                  sub-division of its share capital or does any other act of
                  similar effect, the Stage 'A' Consideration and/or the Stage
                  'B' Consideration and/or the Stage 'C' Consideration and/or
                  the Additional Stage Consideration , as the case may be, shall
                  be adjusted and the number of Shares Being Sold shall also be
                  adjusted pro rata to the consolidation or sub-division.

16.      Elbit's Right to Rescind the Deed

16.1     On the occurrence of one or more of the events set out in Clause 16.2
         below, unless it occurs with Elbit's consent, Elbit may rescind this
         Deed or any of the its stages of this Deed before it has been completed
         and performed (provided that if one of the events set out in Clause
         16.2 below occurs before the performance of Stage 'A' of the
         Transaction, Elbit may only rescind this Deed in full). Such rescission
         shall be effected by Elbit by written notice, to be received by Koor
         within 10 Business Days of the date on which Elbit learns of the
         occurrence of one of the events set out in Clause 16.2 below. Should
         Elbit provide such notice of the rescission of this Deed after the
         completion of Stage 'A' of the Transaction, the sale of the Stage 'A'
         Shares to Elbit shall not be rescinded, Elbit shall not return to Koor
         the Stage 'A' Shares and Koor shall not refund to Elbit the Stage 'A'
         Consideration, and nevertheless, all the parties' other obligations and
         rights pursuant to this Deed and the Appendices hereto, except for the
         Shareholders Agreement and the provision of Clause 14.5 above , shall
         be void. If Elbit ha s given notice as aforesaid of this Deed's
         rescission, after the completion of Stage 'A' of the Transaction or
         Stage 'B' of the Transaction, as the case may be, the sale of the Stage
         'A' Shares or the Sale of the Stage 'B' Shares to Elbit as the case may
         be shall not be rescinded, and Elbit shall not return the Stage 'A'
         Shares or the Stage 'B' Shares, as the case may be, to Koor, and Koor
         shall not return the Stage 'A' Consideration or the Stage 'B'
         Consideration, as the case may be, to Elbit; however, all the other
         rights and obligations of the parties pursuant to this Deed and its
         appendices, except for the Shareholders Agreement, shall be rescinded.
         For the avoidance of doubt, it is clarified that after Elbit has given
         notice in accordance with this Clause 16.1, Elbit may sell Ordinary
         Shares held by it or purchase Ordinary Shares without any restriction.

16.2     The events are as follows:

         16.2.1   If a receiver or temporary receiver and/or temporary
                  liquidator and/or liquidator and/or trustee is appointed for
                  the Company and/or if a winding-up order and/or receivership
                  order and/or suspension of proceedings order is awarded
                  against it and/or if any of the Company's material assets is
                  attached, provided that such appointment, order or attachment
                  is not set aside within 30 days.

         16.2.2   If the Company enters into merger proceedings as provided in
                  Chapter Eight of the Companies Law or compromise or
                  arrangement proceedings in accordance with Section 350 of the
                  Companies Law or restructuring and/or merger proceedings in
                  accordance with Section 351 of the Companies Law.

         16.2.3   If any alteration is made to the Company's incorporation
                  documents, except for the purpose of increasing the Company's
                  authorized share capital.

         16.2.4   If the Company makes a private placement that vests a right to
                  more than 1,500,000 Ordinary Shares, except for an issuance of
                  shares deriving from the exercise of options existing on the
                  date of signing this Deed and except for an issuance of
                  options to employees of the Company and its subsidiaries in a
                  amount of not more than 2%of the Company's issued and paid up
                  share capital as customary in the Company, at an exercise
                  price per share that is not materially less than the market
                  price.

         16.2.5   If the Company enters into New Transactions, as defined in
                  Clause 15.1 above, insofar as their aggregate amount exceeds
                  US$35 million, except for the Elisra Transaction.

         16.2.6   If the Company makes a distribution, either in cash or in kind
                  (except for a distribution of bonus shares or rights offering)
                  in an aggregate amount exceeding 2.5 NIS per share in any
                  calendar quarter commencing on 1 January 2005. and all unless
                  Elbit has given its consent to one of the events mentioned in
                  Clause 16.2 above, by written notice signed by two of Elbit's
                  officers.

         16.2.7   If the Elisra Transaction has been completed for consideration
                  that has been paid by the Company and reflects a company value
                  forElisra in excess of US$225 million.

16.3     Koor shall provide Elbit written notice immediately on the occurrence
         of any of the events set out in Clause 16.2 above, all in accordance
         with applicable legal requirements.

17.      Confidentiality and Notices

17.1     The parties shall use Confidential Information that comes into their
         possession in connection with this Deed and the Company solely for the
         performance of their obligations pursuant to this Deed, and they shall
         not disclose or transfer in any manner whatsoever Confidential
         Information to any third party, other than to their employees or
         independent advisors and except insofar as required for the fulfilment
         of the Conditions Precedent and insofar as possible by prior
         coordination with the other party. Without derogating from the
         foregoing, if the transaction contemplated by this Deed is not actually
         implemented, each party shall return to the other party hereto all
         Confidential Information that has come into its possession in
         connection with this Deed, if any. This obligation is not limited in
         time and shall continue in force even after the end of the term of this
         Deed or if this Deed is annulled or rescinded for any reason.

17.2     If and insofar as possible, and subject to applicable legal
         requirements and to the time periods mandated by law, the parties shall
         coordinate in advance the wording of every report, application,
         communication or notice published by either of them in connection with
         their entering into this Deed, its performance and the fulfilment of
         the conditions pursuant hereto.

18.      Taxes and Mandatory Payments

18.1     Unless otherwise provided in this Deed, each party shall bear the
         mandatory payments and taxes that may be imposed on it by law (if and
         insofar as charged) in respect of the sale or acquisition of the Shares
         Being Sold pursuant to this Deed.

18.2     If any amount payable in accordance with the provisions of this Deed is
         subject to a duty to withhold tax at source, tax shall be duly withheld
         by the paying party unless the party receiving the payment produces a
         valid tax withholding exemption certificate issued by the tax
         authorities.

18.3     Each party shall bear its own expenses, including the professional fees
         of its legal advisers in connection with the preparation and
         performance of this Deed.

18.4     If any amount paid by one party to the other in accordance with the
         provisions of this Deed is subject under applicable law to value added
         tax (VAT), the paying party shall, at the same time and in the same
         manner as it pays that amount, also pay the VAT at its legal rate on
         and against a duly issued tax invoice.

19.      Entry into Effect

19.1     This Deed shall enter into effect upon the receipt of all the following
         approvals:

         19.1.1   Approval of Koor's board of directors for Koor to enter into
                  this Deed and the Shareholders Agreement and for performance
                  thereof by Koor in accordance with their terms and conditions,
                  including ratification of the signatures of Messrs. Jonathan
                  Kolber and Danny Biran to this Deed and the Shareholders
                  Agreement.

         19.1.2   Approval of Elbit's audit committee and board of directors for
                  Elbit to enter into this Deed and the Shareholders Agreement
                  and for performance thereof by Elbit in accordance with their
                  terms and conditions, including ratification of the signatures
                  of Messrs. Joseph Ackerman and Joseph Gaspar to this Deed and
                  the Shareholders Agreement. Provided that: (1) such approvals
                  as mentioned in Clauses 19.1.1 and 19.1.2 have been obtained
                  by no later than January 6, 2005 by 17:00 (in this Clause the
                  "Effective Date"); (2)by the Effective Date, a copy of
                  Koor's board of directors' resolution, as mentioned in Clause
                  19.1.1 above, has been received at Elbit's offices together
                  with written confirmation from Koor's legal counsel that the
                  said resolutions were duly adopted and Messrs. Jonathan Kolber
                  and Danny Biran were empowered jointly to sign, on behalf of
                  Koor, this Deed and the documents ancillary hereto or those
                  necessary for the purpose of its performance, and also the
                  Shareholders Agreement, and to obligate Koor thereunder; (3)by
                  the Effective Date, copies of the resolutions of Elbit's audit
                  committee and board of directors, as mentioned in Clause
                  19.1.2 above, have been received at Koor's offices, together
                  with written confirmation from Elbit's attorneys that the
                  resolutions were duly adopted and Messrs. Joseph Ackerman and
                  Joseph Gaspar were empowered jointly to sign, on Elbit's
                  behalf, this Deed and the documents ancillary hereto or those
                  necessary for the purpose of its performance and also the
                  Shareholders Agreement and to obligate Elbit thereunder,
                  subject to the approval of Elbit's General Meeting; and (4)all
                  the approvals, as mentioned in Clause 19.1 of the
                  Federmann-Koor Deed, have been obtained by the Effective Date.

19.2     Should all the approvals as mentioned in Clauses 19.1.1 and 19.1.2 not
         have been obtained by the Effective Date, and without derogating from
         the provisions of Clause 20.3 below, this Deed shall automatically
         expire and be null and void, without either of the parties having any
         complaint, claim or demand against the other.

19.3     This Deed shall become effective, if and insofar as it becomes
         effective, at such time as mentioned in Clause 19.1 above,
         nevertheless:

         19.3.1   none of the provisions of this Deed shall obligate Elbit in
                  any way until Elbit's General Meeting duly approves its
                  entering into the transaction contemplated by this Deed; and

         19.3.2   the performance and completion of Stage 'A' of the Transaction
                  are conditioned upon the fulfilment of all the Stage 'A'
                  Conditions Precedent by the Stage 'A' Completion Deadline and,
                  apart from the obligations in Clauses 14 to 18 above and
                  Clause 20.8 below, neither party shall be liable to do any act
                  for the performance and completion of Stage 'A' of the
                  Transaction before the fulfilment of all the Stage 'A'
                  Conditions Precedent; and

         19.3.3   the performance and completion of Stage 'B' of the Transaction
                  are conditional upon the fulfilment of all the Stage 'B'
                  Conditions Precedent by the Stage 'B' Completion Deadline and,
                  apart from the obligations in Clauses 14 to 18 above and
                  Clause 20.8 below, neither party shall be liable to do any act
                  for the performance and completion of Stage 'B' of the
                  Transaction before the fulfillment of all the Stage 'B'
                  Conditions Precedent; and

         19.3.4   the performance and completion of Stage 'C' of the Transaction
                  are conditioned upon the fulfillment of all the Stage 'C'
                  Conditions Precedent by the Stage 'C' Completion Deadline, and
                  apart from the obligations in Clauses 14 to 18 above and
                  Clause 20.8 below, neither party shall be liable to do any act
                  for the performance and completion of Stage 'C' of the
                  Transaction before the fulfillment of all the Stage 'C'
                  Conditions Precedent.

20.      Miscellaneous

20.1     This Deed shall be governed by the laws of the State of Israel. Sole
         and exclusive jurisdiction in all respects relating to this Deed shall
         be vested only in the courts of the District Court in the City of Tel
         Aviv-Jaffa, and no other court shall have jurisdiction thereover.

20.2     Any modification, addendum or addition, waiver, extension, concession
         or failure to exercise a right pursuant to this Deed shall only be
         effective if done in an express document signed by all the parties
         hereto and shall only apply to the case specified in such document and
         shall not derogate from other rights of any party pursuant to this
         Deed.

20.3     The parties hereto may extend or reduce any time specified in this Deed
         and waive the performance of any of the provisions of this Deed, either
         once or several times, by written notice signed by two officers of each
         of Koor and Elbit, without any further authority being necessary.

20.4     This Deed fully contains, embodies, merges, expresses and exhausts all
         the understandings of the parties hereto solely in respect of the
         matters mentioned herein. Any promises, guarantees or agreements,
         whether written or oral, undertakings or representations concerning the
         subject matter of this Deed given or made by the parties prior to
         entering into this Deed, orally or in writing, that are not
         specifically expressed herein, shall not be deemed to augment the
         rights and obligations prescribed in this Deed or to derogate from or
         modify them, and the parties shall not be bound by them, insofar as
         they were bound, as from the date of this Deed. Without derogating from
         the generality of the foregoing, the documents exchanged between the
         parties prior to the signature hereof, including the drafts exchanged
         between them, shall have no significance in the interpretation of this
         Deed. For the avoidance of doubt, the terms of the Koor-Federmann Deed
         shall not be applied in the interpretation of this Deed.

20.5     No conduct by either of the parties shall be construed as a waiver of
         any of its rights pursuant hereto or by law or as a waiver on its
         behalf of or acquiescence in any breach or non-performance of a
         condition of the Deed by the other party or as granting a postponement
         or extension or as a modification, cancellation or addition of any
         condition, unless done expressly and in writing.

20.6     Unless otherwise expressly provided in this Deed, the parties hereto
         may not assign or transfer their rights or obligations pursuant to this
         Deed to any third party or perform this deed through any third party,
         unless the other party's prior written consent has been obtained, and
         nothing in this Deed shall be deemed to vest any right in anyone who is
         not a party hereto.

20.7     Should either of the parties not enforce or delay in enforcing any of
         the rights vested in it pursuant to this Deed or by law in a particular
         case or series of cases, such shall not be deemed a waiver of said
         right or of any other rights. 20.8Subject in the provisions of Clause
         14.2 above in connection with the Conditions Precedent, the parties
         shall cooperate between them in the implementation of the provisions of
         this Deed, and they shall assist each other insofar as reasonable and
         necessary, and in such connection they shall sign every reasonable
         document, application and approval necessary for such purpose.

20.8     Notices pursuant to this Deed shall be given in writing to the parties'
         addresses as set out in the heading hereto or to such other addresses
         of which the parties may give notice in accordance with the provisions
         of this Clause. Any notice sent by one party to the other by registered
         mail shall be deemed to have reached the addressee following the
         passage of three days from the date of being posted, and notice
         delivered in person by 17:00 hours on any Business Day shall be treated
         as received on delivery, or if delivered after 17:00 hours on any
         Business Day, then on the first Business Day after its delivery.

20.9     The provisions of the Amendment shall enter into force immediately
         after receipt of (1) the due approval of Elbit 's General Meeting for
         Elbit's execution of the Amendment and (2) the due approval of Elbit's
         General Meeting f or Elbit's execution of the Elisra Transaction. If
         the approvals of Elbit's General Meeting as aforesaid in (1) and (2)
         above are not received by 6 September 2005 or if it is not possible to
         complete Stage 'B' of the Transaction on the Second Closing Date, after
         the Amendment, for any reason, except for an impediment resulting from
         a breach of this Deed, the Amendment shall be null and void, its
         provisions shall not be of any force and effect and none of the parties
         shall have any claims or cause of action against the other, without
         such derogating from the validity of the provisions of this Deed (prior
         to the Amendment) and the provisions of the Shareholders Agreement, as
         existing prior to the signature of the Amendment, and the original
         provisions of this Deed and of the Shareholders Agreement, prior to the
         Amendment, shall remain in force.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT:

(signed) --------------------------------------------

(signed) --------------------------------------------

KOOR INDUSTRIES LTD.

ELBIT SYSTEMS LTD.

By: Jonathan Kolber --------------------------------------------

By: Joseph Ackerman --------------------------------------------

By: Danny Biran --------------------------------------------

By: Joseph Gaspar --------------------------------------------


Appendix 9.2

The Conditions Precedent for the Performance of Stage 'A' of the Transaction Set
out below are the Conditions Precedent and approvals required, insofar as
necessary, for the Completion of Stage 'A' of the Transaction contemplated by
the Deed of which this Appendix is an integral part ("this Deed"):

(1)      Obtaining all the consents and approvals necessary and the fulfilment
         of all the Koor-Federmann Deed Stage 'A' Conditions Precedent, as set
         out in the Koor - Federmann Deed,

(2)      Obtaining approval from Elbit's General Meeting for Elbit's entering
         into this Deed, in both its stages, as required by law and after the
         transaction contemplated by the Koor-Federmann Deed has also been
         presented to Elbit's General Meeting, and also written confirmation
         from Elbit's attorneys that such approval has been duly obtained.

(3)      Insofar as necessary, obtaining the [Israel] Commissioner of
         Restrictive Trade Practices' approval, after the entire framework of
         the transaction contemplated by this Deed has been provided to him, for
         the parties' to enter into this Deed and perform Stage 'A' of the
         Transaction, provided that the said authority's disapproval of Stage
         'B' of the Transaction is not received.

(4)      Insofar as necessary, obtaining approval from the antitrust authority
         in the United States and/or Europe, after the entire framework of the
         Transaction contemplated by this Deed has been provided to it, for the
         parties' to enter into this Deed and to perform Stage 'A' of the
         Transaction, provided that the disapproval of any such authorities as
         aforesaid to approve Stage 'B' of the Transaction is not received.

(5)      Obtaining approval from the [Israel] Ministry of Defense for the
         parties' to enter into this Deed and perform the transaction
         contemplated by this Deed, insofar as required.

(6)      Obtaining approval from the [Israel] Investment Center and/or the
         [Israel] Chief Scientist in respect of the terms and conditions of
         grants or benefits that the Company has obtained, for the performance
         of Stage 'A' of the Transaction contemplated by this Deed, insofar as
         required.

(7)      Obtaining approvals from Bank Hapoalim B.M., Bank Leumi Le-Israel B.M.,
         United Mizrahi Bank Ltd., Israel Discount Bank Ltd., BNP Paribas or
         other banks or financial institutions for the performance of Stage 'A'
         of the Transaction contemplated by this Deed, insofar as required.

In this Appendix 9.2, "approval" means--including an approval that is subject to
conditions but excluding an approval that is subject to conditions that are such
as to materially alter the business activity of Elbit and/or the Company, as
existing at the time of signing this Deed or that may arise in the future, in
accordance with resolutions that have been passed by Elbit and/or the Company,
as the case may be, prior to signing this Deed, or the way in which Elbit and/or
the Company conducts its business. C-1-25


Appendix 12.2

The Conditions Precedent for the Performance of Stage 'CB' of the Transaction
Set out below are the Conditions Precedent and approvals required, insofar as
necessary, for the completion of Stage 'CB' of the Transaction contemplated by
the Deed of which this Appendix is an integral part ("this Deed"):

(1)      The completion of Stage 'A' of the Transaction contemplated by this
         Deed and the completion of Stage 'B' of the Transaction contemplated by
         this Deed .

(2)      The completion of the Elisra Transaction.

(3)      Obtaining all the consents and approvals necessary and the fulfilment
         of all the conditions precedent for the Elisra Transaction,
         Koor-Federmann Deed Stage 'B' Conditions Precedent, as set out in the
         Koor- Elbit Federmann Deed for the Sale of Shares in Elisra.
         Nevertheless, this condition will not apply if Koor exercises its right
         pursuant to Clause 13.9 of this Deed. Federmann gives notice as set out
         in Clause 12.1.3 of the Koor-Federmann Deed or in Clause 12.1.5 of the
         Koor-Federmann Deed. (Insofar as necessary, obtaining the [Israel]
         Commissioner of Restrictive Trade Practices' approval of the parties'
         to enter into to this Deed and perform Stage '4C)B' of the Transaction
         contemplated by this Deed , insofar as such approval is not given in
         Stage . 'A' of the Transaction. (Insofar as necessary, obtaining
         approval from the antitrust authority in the United States and/or
         Europe of the parties' to enter into this Deed and the performance of
         Stage '5C)B' of the Transaction contemplated by this Deed, insofar as
         said authority's approval is not given in Stage 'A' of the Transaction.
         (Obtaining approval from the [Israel] Investment Center and/or the
         [Israel] Chief Scientist in respect of the terms and conditions of
         grants or benefits that the Company has obtained, for the performance
         of Stage '6C)B ' of the Transaction contemplated by this Deed, insofar
         as required. (Obtaining approvals from Bank Hapoalim B.M., Bank Leumi
         Le-Israel B.M., United Mizrahi Bank Ltd., Israel Discount Bank Ltd.,
         BNP6Paribas or other banks or financial institutions to enter into in
         Stage '7C)B' of the Transaction contemplated by this Deed, insofar as
         required.

In this Appendix 12.2, "approval" means--including an approval that is subject
to conditions but excluding an approval that is subject to conditions that are
such as to materially alter the business activity of Elbit and/or the Company,
as existing at the time of signing this Deed or that may arise in the future, in
accordance with resolutions that have been passed by Elbit and/or the Company,
as the case may be, prior to signing this Deed, or the way in which Elbit and/or
the Company conducts its business. C-1-26
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>lon441292-b.txt
<DESCRIPTION>EX B - TRANSLATION OF ELISRA DEED
<TEXT>

                                                                       Exhibit B
                                                                       ---------


                         TRANSLATION OF THE ELISRA DEED

                      [TRANSLATED FROM THE HEBREW ORIGINAL]

                               SHARE TRANSFER DEED

                         Made this 6th day of July 2005


                              Koor Industries Ltd.

                                    BETWEEN:

                         Public Company No. 52-001414-3

        of 14 Hamalacha Street, Afek Industrial Park, Rosh Ha'ayin 48091

                                    ("Koor")
                                 of the one part
                               Elbit Systems Ltd.
                                      AND:

                         Public Company No. 52-004302-7

                 of the Advanced Technology Center, Haifa 31053

                                (the "Purchaser")
                               of the second part

Koor is the holder of 81,697,000 ordinary shares of 1 NIS par value each

WHEREAS of the issued and paid-up share capital of Elisra Electronic Systems
Ltd., whose number with the Registrar of Companies is private company no.
52-003587-4 (the "Company");

Koor wishes to sell and transfer to the Purchaser, and the Purchaser

WHEREAS wishes to purchase and receive by transfer from Koor, 81,697,000
ordinary shares of the Company, each having a nominal value of NIS 1 per share,
that constitute on the date of signing this Deed, and will constitute at the
Transaction Completion Date, 70% of the Company's issued and paid-up share
capital, all subject to and in accordance with the provisions of this Deed; the
parties wish to regulate their relationship in respect of the sale

WHEREAS and purchase of the Sold Shares (as defined below) in the context of
this Deed.

NOW, THEREFORE, IT IS WARRANTED, PROVIDED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS -

1.       Preamble and Interpretation

1.1      The preamble and appendices hereto constitute an integral part hereof.

1.2      The clause headings in this Deed are solely for the sake of convenience
         and shall not be applied in the interpretation hereof.

1.3      In this Deed, the following expressions shall have the meanings
         appearing opposite them, unless expressly stated otherwise:


"Elta"                        Elta Systems Ltd., private company no.
                              51-048798-6;

"General Meeting"             as defined in the Companies Law, and any adjourned
                              meeting;

"Subsidiaries"                Tadiran Systems, Tadiran Spectralink, Elisra Inc.
                              and Microwave Network Solution Inc. (MNSI);

"Dollar" or "US$"             United States dollars;

"Dekolink"                    Dekolink Wireless Ltd.;

"Financial Statements"        as defined in Section 2.18 below;

"Sold Shares"                 81,697,000 (eighty-one million, six hundred and
                              ninety-seven thousand) Ordinary Shares;

"Shareholders' Agreement"     as defined in Section 2.9 below;

"Tadiran Communications       a Share Transfer Deed that was executed between
Deed"                         Koor and the Purchaser on 27 December 2004,
                              pursuant and subject to which Koor shall sell and
                              transfer to the Purchaser 3,944,276 ordinary
                              shares of Tadiran Communications Ltd., each having
                              a nominal value of NIS 1 per share, including the
                              amendments thereto;

"Consideration"               an amount of US$70,000,000 (seventy million
                              Dollars), together with Interest which shall be
                              added only if the actual payment date shall be
                              later than 6 January 2006 (in this Deed, the
                              "Determining Date"), and only for the period
                              beginning on the Determining Date until the date
                              of actual payment, and subject to the adjustment
                              stated in Section 6.3 below. For the avoidance of
                              doubt, no Interest shall be added for the period
                              until the Determining Date, whether the actual
                              payment date occurs before or after the
                              Determining Date;

"Additional Conditional       as defined in Section 10.6 below;
Consideration"

"Conditions Precedent"        as defined in Section 5.1 below;

"Zehava"                      Zehava Bnei Brak Company Ltd.

"Business Day"                a day on which the two major banks in Israel are
                              open for business, other than Fridays and holiday
                              eves, which shall not be treated as a Business
                              Day;

"Ordinary Course of           the ongoing activities of the Company and the
Business"                     Subsidiaries, of a type that the Company and/or
                              the Subsidiaries performed or are performing
                              before the signing of this Deed, including
                              activities in the area of Defense Activity or
                              entering into transactions in the Defense Activity
                              field;

"Final Date for the           as defined in Section 5.2 below;
Transaction's Completion"

"Transaction Completion       as defined in Section 7.1 below;
 Date"

"Confidential Information"    all information relating to the parties hereto
                              other than (a) information that was in the public
                              domain or came into the public domain otherwise
                              than due to a breach of this Deed and (b)
                              information the disclosure of which is required in
                              accordance with the provisions of law;

"Koor Letters"                as defined in Section 2.7 below;

"Ordinary Shares"             ordinary shares of 1 NIS par value each of the
                              Company's issued share capital;

"Free and Clear"              free and clear of any charge, pledge, attachment,
                              levy, debt, lien, claim or other third party right
                              whatsoever;

"Defense Activity"            activity in the manufacture or maintenance of
                              defense equipment, or in the field of research and
                              development of defense know-how, and all that is
                              connected to or derived therefrom, and all of the
                              type of activity that the Company and/or the
                              Subsidiaries carried out or carry out before the
                              signing of this Deed;

"Stage C of the Tadiran       is defined in the Tadiran Communications Deed;
Communications as the term
"Stage C of the
Transaction"

"Interest"                    three-month LIBOR at Bank Leumi Le-Israel Ltd., at
                              the rate it will be on the Determining Date, plus
                              annual interest at the rate of 0.9%, compounded
                              every three months;

"Insurance Claim"             as defined in Section 10.1 below;

"Tadiran Systems"             Tadiran Electronic Systems Ltd.;

"Tadiran Spectralink"         Tadiran Spectralink Ltd.;


"Qualification Conditions"    all the requirements in accordance with applicable
                              law and pursuant to the Company's incorporation
                              documents for a person to serve as a director of
                              the Company, including security clearance as
                              required in Israel for the purpose of such
                              service.

1.4      Terms that are not defined in this Deed shall have the same definitions
         as in Section 1 of the [Israel] Securities Law, 5728-1968, and if they
         are not defined as aforesaid, then as in Section 1 of the [Israel]
         Companies Law, 5759-1999, and all as applies to the matter's context.

2.       Koor's Declarations

         Koor hereby declares to the Purchaser that as of the date of the
         signing of this Deed:

2.1      Koor is a public company that was legally incorporated in Israel, its
         registration number with the Companies Registrar is as appears at the
         outset of this Deed, and no steps or procedures have been taken or
         threatened against it for dissolution, liquidation, winding-up, placing
         in receivership or like acts.

2.2      The Company is a private company that was legally incorporated in
         Israel, its registration number with the Companies Registrar is as
         appears in the preamble to this Deed, and no steps or procedures have
         been taken or, to the best of Koor's knowledge, threatened against it
         for dissolution, liquidation, winding-up, placing in receivership or
         like acts.

2.3      To the best of Koor's knowledge, including after checking with the
         Company's management (hereinafter in this Deed, "to the Best of Koor's
         Knowledge") no steps or procedures have been taken against any of the
         Subsidiaries for dissolution, liquidation, winding-up, placing in
         receivership or like acts.

2.4      Copies of the incorporation documents of the Company and of all of the
         Subsidiaries, as they are in effect at the date of signing this Deed,
         are attached to this Deed as Appendices "2.4A"--"2.4E."

2.5      The Company's registered share capital is NIS 116,710,000, and it is
         divided into 116,710,000 ordinary shares.

2.6      The Company's issued and paid-up share capital is in a total of NIS
         116,710,000, and it is divided into 81,697,000 ordinary shares that are
         held by Koor, and 35,013,000 ordinary shares that are held by Elta.

2.7      The Sold Shares are fully paid-up, and are Free and Clear, and on the
         Transaction Completion Date they will be Free and Clear, and all with
         due regard to the Shareholders' Agreement (Appendix "2.9A" to this
         Deed) and to the Company's Articles of Association (Appendix "2.4A") as
         aforesaid.

A        copy of Koor's letters to Elta in accordance with Section 6 of the
         Shareholders' Agreement (Appendix "2.9A" to this Deed), dated 1 August
         2004 and 17 February 2005, are attached as Appendices "2.7A"--"2.7B" to
         this Deed (collectively, the "Koor Letters"). A copy of Elta's response
         letter dated 2 March 2005 to Koor's letter dated 17 February 2005 is
         attached to this Deed as Appendix "2.7C."

2.8      Other than as detailed in Appendix "2.8", the Company has not given or
         undertaken to give to any of its shareholders and/or to any person or
         entity whatsoever an option or right to purchase shares or rights in
         the Company's share capital or in the Company's other securities that
         are convertible into or exercisable for shares in the Company.

2.9      Other than the Shareholders' Agreement among Koor, Elta and the
         Company, which regulates the relations between Koor and Elta as
         shareholders in the Company, including any amendments thereto, if any,
         a copy of which is attached to this Deed as Appendix "2.9A" (the
         "Shareholders' Agreement"), and the agreement regarding management and
         consulting services that was executed on 27 November 2002 among Koor,
         Elta and the Company, including any amendments thereto, if any, a copy
         of which is attached to this Deed as Appendix "2.9B", there are no
         other shareholders' agreements and/or management agreements regarding
         holdings in the Company's shares.

2.10     The holdings of the Company and of each of the Subsidiaries in shares
         and/or rights in corporate entities, including partnerships (if any),
         and other than financial investments of the Company and/or any of the
         Subsidiaries in the framework of a securities investment portfolio, a
         total amount that will not exceed US$10,000,000 (ten million Dollars),
         as of the date of signing this Deed, and in which the Company and/or
         any of the Subsidiaries are not interested parties, are as detailed in
         Appendix "2.10" of this Deed.

2.11     Appendix "2.11" to this Deed lists all of the options and/or rights to
         purchase shares and/or rights in the share capital that were granted by
         any of the Subsidiaries to any person or entity.

2.12     Appendix "2.12" to this Deed lists all of the agreements among
         shareholders and/or voting agreements to which the Company and/or any
         of the Subsidiaries are parties, and the agreement among shareholders
         to which Zehava is a party.

2.13     Koor's Board of Directors has approved Koor's entering into this Deed,
         with all its Appendices, and its performance by Koor pursuant to its
         terms and conditions, and except for the foregoing approval, Koor has
         no need to obtain any additional approvals whatsoever from any of its
         organs in order to enter into this Deed and perform its obligations
         hereunder, including based upon its incorporation documents or by law.

         A certificate of Koor's General Counsel indicating that Koor's Board of
         Directors approved its entering into this Deed with all of its
         Appendices, and its performance based upon its terms and conditions, is
         attached as Appendix "2.13" to this Deed.

2.14     Appendix "2.14" to this Deed lists all of the approvals, consents and
         permits that are required in order for Koor to enter into this Deed and
         to perform all of its obligations hereunder, including approvals,
         consents and permits from any authorities, governmental entities, or
         any other entity, and, to the Best of Koor's Knowledge, approvals under
         material agreements or undertakings to which the Company or any of the
         Subsidiaries are parties, that are required in connection with Koor's
         entering into this Deed and performing its undertakings hereunder, the
         absence of which will cause a material adverse effect on the rights of
         the Company or any of the Subsidiaries.

         It is clarified that subject to Koor acting pursuant to Section 5.3 of
         this Deed, there is nothing in what is stated in this Section 2.14 or
         anywhere else in this Deed that would place liability on Koor and /or
         anyone acting on its behalf for obtaining the approvals, consents and
         permits listed in Appendix "2.14" to this Deed, and the receipt or
         non-receipt of any such approval, consent or permit shall not
         constitute a breach of this Deed by Koor, provided that Koor acts
         pursuant to Section 5.3 of this Deed.

2.15     The persons signing this Deed and the documents that accompany it on
         Koor's behalf are authorized to execute this Deed and the accompanying
         and/or required documents for its performance on Koor's behalf, and to
         obligate Koor with their signatures, and this Deed and all of its
         conditions obligate Koor in all things and matters.

2.16     Subject to the Conditions Precedent being fulfilled, there is no legal
         or other impediment to Koor entering into this Deed and carrying out
         its provisions, and this Deed and the performance of its obligations
         hereunder do not oppose or contradict any judgment, order or
         instruction of any court, any contract, consent or agreement whatsoever
         to which Koor is a party, its incorporation documents, or any other
         undertaking by Koor, or, to the Best of Koor's Knowledge, of the
         Company, whether by agreement (oral, by action or written) or by law.

2.17     Appendix "2.17" to this Deed lists the names of all of the members of
         the Company's Board of Directors.

2.18     The Company's audited consolidated financial statements as of 31
         December 2004, including the notes thereto, and the Company's unaudited
         consolidated financial statements as of 31 March 2005, including the
         notes thereto (the "Unaudited Financial Statements") that are attached
         to this Deed as Appendices "2.18A"--"2.18B" (collectively the
         "Financial Statements") fairly reflect, under generally accepted
         accounting principles in Israel, in all material ways, the financial
         state, the results of operations, the changes in net worth and the cash
         flow of the Company, all on a consolidated basis, for the year ended 31
         December 2004 and the quarter ended 31 March 2005, respectively. To the
         Best of Koor's Knowledge, from 31 March 2005 to the date of signing
         this Deed, none of the Company and/or any of the Subsidiaries has
         undertaken any obligation outside the Ordinary Course of Business in an
         amount that exceeds one million Dollars for each such undertaking, nor
         in a total amount that exceeds 2.5 million Dollars.

2.19     The Company's accountants are KPMG--Somekh Chaikin.

2.20     From 31 March 2005 to the date of signing this Deed, the Company and
         the Subsidiaries are conducting their business in the Ordinary Course
         of Business, and there has been no material adverse change in the state
         of the Company's business on a consolidated basis.

2.21     To the Best of Koor's Knowledge, as of 31 March 2005, the Company's and
         the Subsidiaries' order backlog (the "Backlog"), and the rules for
         registering backlogged orders by which the Order Backlog was prepared
         are attached to this Deed as Appendix "2.21."

         To the Best of Koor's Knowledge, neither the Company nor any of the
         Subsidiaries has received a written Termination Notice or a Cure Notice
         (as defined below) that relates to the cancellation of a material order
         that is listed in the Order Backlog.

         In this Section 2.21, a "Termination Notice" means a written notice
         that was delivered in the manner described in the relevant agreement,
         pursuant to which that agreement is cancelled in the manner described
         in the agreement due to a breach by the Company or any of the
         Subsidiaries that grants the customer the right to finally and
         completely terminate the agreement.

         And a "Cure Notice" means a written notice that was delivered in the
         manner described in the relevant agreement, pursuant to which the
         Company breached a condition in that agreement that grants the customer
         the right to deliver such a notice, and if the Company does not cure
         the breach within the time period that is fixed therefor in the
         agreement, the agreement will be finally and completely terminated.

2.22     To the Best of Koor's Knowledge, other than the guarantees listed in
         Appendix "2.22" to this Deed, and other than undertakings to provide
         guarantees that are given in the Ordinary Course of Business, neither
         the Company nor any of the Subsidiaries has delivered or undertaken to
         deliver any guarantee of any obligations and/or undertakings, and other
         than the liens that are included in Appendix "2.24" below and in their
         framework, they did not create or undertake to create any lien to
         secure any undertakings.

2.23     To the Best of Koor's Knowledge, other than the guarantees listed in
         Appendix "2.23" to this Deed, no person or entity, including banks,
         delivered any guarantees to secure the debts and/or obligations of the
         Company and/or of any of the Subsidiaries, and neither the Company nor
         any of the Subsidiaries has any material obligation that is not listed
         in this Section 2, that derives from the purchase or sale of rights in
         corporate entities by the Company or by any of the Subsidiaries during
         the three years that preceded the signing of this Deed.

2.24     To the Best of Koor's Knowledge, except as detailed in Appendix "2.24"
         to this Deed, there are no liens and/or charges on the assets of the
         Company and/or any of the Subsidiaries.

2.25     To the Best of Koor's Knowledge, there are no claims or legal
         proceedings pending against the Company and/or any of the Subsidiaries,
         and/or officeholders in the Company and/or in any of the Subsidiaries
         in connection with performing their functions in the Company or the
         Subsidiaries, respectively, that may have a material adverse effect on
         the Company's business, whether in court, in an arbitration proceeding,
         or in any other legal proceeding, and there are no judicial decisions
         against the Company and/or against the Subsidiaries that may have a
         material adverse effect on the Company's business, that obligate the
         Company and/or any of the Subsidiaries, that have not yet been carried
         out.

2.26     To the Best of Koor's Knowledge, the Company's General Manager, the
         Company's Chief Financial Officer and the Company's General Counsel
         have not received and there has not been forwarded to them any threat,
         in writing, from any person who is competent to do so, to file any
         claim against the Company and/or any of the Subsidiaries, and/or
         officeholders in the Company and/or in any of the Subsidiaries in
         connection with performing their functions in the Company or the
         Subsidiaries, respectively, in an amount that exceeds one million
         Dollars with regard to each such threat.

         To the Best of Koor's Knowledge, as of the date of signing this Deed,
         there is not pending, and the Company's management has not received any
         written notice from a competent authority about the intention to
         conduct an investigation that is not a routine examination or audit of
         any government entity or authority whatsoever, against the Company
         and/or any of the Subsidiaries, and/or officeholders in the Company
         and/or in the Subsidiaries in connection with the performance of their
         duties with the Company or the Subsidiaries, as the case may be, that
         may have a material adverse effect on the Company and/or any of the
         Subsidiaries.

2.27     Except as detailed in Appendix "2.26A" to this Deed, neither the
         Company nor any of the Subsidiaries is a party to any agreement with
         Koor and/or the controlling persons in Koor and/or officeholders in
         Koor. To the Best of Koor's Knowledge, except as set forth in Appendix
         "2.26B" to this Deed, neither the Company nor any of the Subsidiaries
         is a party to an agreement that is outside the Ordinary Course of
         Business with Elta and/or the controlling persons in Elta and/or
         officeholders in Elta. Koor hereby represents that Dekolink does not
         have any obligation whatsoever to make payments to Koor.

         To the Best of Koor's Knowledge, the Company and the Subsidiaries
         timely and fully set aside the reserves in the Financial Statements
         (that are attached as Appendices "2.18A"--"2.18B" to this Deed) for
         their employees pursuant to any written agreement and judgment that
         were given, if given, against the Company or against any of the
         Subsidiaries, including all of the payments and reserves for vacations,
         severance compensation, royalties, national insurance, retirement
         funds, managers' insurance, pension funds and education funds. To the
         Best of Koor's Knowledge, the reserves in the foregoing Financial
         Statements that the Company and the Subsidiaries have made are based
         upon 80% of the total salary or on a greater percentage of the salary,
         pursuant to the foregoing agreements that obligate them. To the Best of
         Koor's Knowledge, the Company and/or any of the Subsidiaries did not
         set aside any reserves in their Financial Statements for benefits that
         they will be obligated to pay for employees who are organized under a
         collective bargaining agreement or by custom in the event of the
         implementation of a new program to reduce the workforce. For the
         avoidance of doubt, to the Best of Koor's Knowledge, full reserves were
         set aside for each employee who completed his work or the termination
         of whose work was determined in the Company or in any of the
         Subsidiaries on or before 31 March 2005.

         To the Best of Koor's Knowledge, a list of all of the collective
         bargaining agreements that obligate the Company and/or any of the
         Subsidiaries is attached as Appendix "2.27" to this Deed, and aside
         from those there is no collective bargaining agreement that obligates
         the Company, Tadiran Systems or Tadiran Spectralink.

         To the Best of Koor's Knowledge, the Purchaser was able to review the
         personal employment contracts of the officeholders in the Company,
         Tadiran Systems and Tadiran Spectralink (twenty-six officeholders in
         total), and there are no more than twenty employees among the Company
         and the Subsidiaries together who have personal employment contracts
         whose discharge conditions are more favorable than the customary
         conditions in the personal employment contracts of such officeholders.

2.28     On 17 March 2001, there was a fire in Tadiran Systems' and Tadiran
         Spectralink's plant, all as described in the Unaudited Financial
         Statements and in Note 4 to the Unaudited Financial Statements that are
         attached as Appendix "2.18B" to this Deed. It is hereby clarified that
         the foregoing does not constitute a representation and/or warranty of
         Koor regarding the total amount that will be paid to the said companies
         by the Insurance Company, whether within or outside the Insurance
         Claim's framework.

2.29     To the Best of Koor's Knowledge, the Company, the Subsidiaries and
         Zehava have ownership, leasing and/or rental rights to the real estate
         listed in the list attached to this Deed as Appendix "2.29".

2.30     To the Best of Koor's Knowledge, the Company and the Subsidiaries that
         are incorporated in Israel filed in a timely manner with the Israeli
         tax authorities, and Elisra Inc. filed in a timely manner with the
         United States tax authorities, all of the reports that they are
         required to file by law, and made all of the payments that are required
         by said reports. To the Best of Koor's Knowledge, the aforesaid
         payments and the balance of reserves for taxes that is included in the
         Unaudited Financial Statements accounts for all of the tax liabilities
         of the Company, the Israeli-incorporated Subsidiaries and Elisra Inc.
         for the period ending 31 March 2005 (Koor's representation in this
         Section hereinafter, the "Tax Representation").

2.31     To the Best of Koor's Knowledge, the insurance policies of the Company
         and the Subsidiaries are listed in

         Appendix "2.31" this Deed, all of the premiums relating to such
         policies were paid pursuant to their terms, they are in effect, and
         Koor has no actual knowledge of a lack of sufficient insurance coverage
         for the Company's material assets based upon the consolidated
         Statements.

2.32     To the Best of Koor's Knowledge and estimation, no material damage is
         expected to be caused to the activities of the Company and/or any of
         the Subsidiaries due to the lack of licenses, permits or approvals that
         are required by law in order to manage the Company's and the
         Subsidiaries' business activities.

         To the Best of Koor's Knowledge, Appendix "2.33" to this Deed lists all
         of the Company's and the Subsidiaries' agreements with the Chief
         Scientist of the [Israel] Ministry of Industry and Trade. To the Best
         of Koor's Knowledge, the Company and/or the Subsidiaries, as the case
         may be, believe that they have fulfilled and are fulfilling all of
         their obligations under these agreements.

2.33     To the Best of Koor's Knowledge, Appendix "2.34" to this Deed lists all
         of the approvals that the Company and the Subsidiaries received from
         the Investment Center of the [Israel] Ministry of Industry and Trade,
         and every agreement with the Investment Center. To the Best of Koor's
         Knowledge, the Company and/or the Subsidiaries, as the case may be,
         believe that they have fulfilled and are fulfilling all of their
         obligations under these approvals and agreements.

2.34     To the Best of Koor's Knowledge, the Company and the Subsidiaries have
         all of the intellectual property rights, including licenses and
         authorizations to intellectual property rights from third parties, that
         are required for the sales that took place in the last three years
         preceding the date of signing this Deed. In Koor's estimation, with
         respect to the fulfilment of orders that have not yet been fulfilled
         that are included in the Order Backlog, the Company and the
         Subsidiaries will have all of the intellectual property rights,
         including licenses and authorizations to intellectual property rights
         from third parties, that will be required for such sales, and to the
         Best of Koor's Knowledge, there is nothing in this activity of theirs
         that breaches the intellectual property rights of any person or entity.

2.35     To the Best of Koor's Knowledge, other than in four matters, the
         Company and/or the Subsidiaries did not give any material price
         proposals to their customers for orders which have not yet been listed
         in the Order Backlog (" Open Price Proposals "), whose profitability is
         expected (with regard to the research and development investments in
         connection therewith) to be unusually lower than what is customary at
         the Company and/or the Subsidiaries--as the case may be, and to the
         Best of Koor's Knowledge, other than in those four matters, the Company
         and/or the Subsidiaries do not expect investments in fixed assets in
         connection with the Open Price Proposals that are unusually higher than
         what is customary in the Company's and/or the Subsidiaries'
         projects--as the case may be, and all taking into account the character
         and scope of the price proposals.

2.36     To the Best of Koor's Knowledge, the Company is not aware of any
         inspections or surveys regarding environmental quality that were
         carried out within the two years that preceded the date of signing this
         Deed, whose results will have a material adverse effect on the
         Company's and Subsidiaries' business in the Company's estimation.

2.37     Every disclosure that appears in any of the Appendices to this Section
         2 above shall be deemed as if it also appears in the other Appendices
         to Section 2, if it is understood that the said disclosure is also
         relevant to what is stated in any of the other Appendices.

2.38     Koor is aware that its representations and warranties in Section 2 of
         this Deed constitute a basis for the Purchaser's entering into this
         Deed, and it represents that they were given without the intent to
         mislead, and to the Best of Koor's Knowledge, the representations and
         warranties in this Section 2 and its Appendices do not include any
         incorrect details.

3.       Purchaser's Representations

         The Purchaser hereby represents to Koor that as of the date of signing
         this Deed:

3.1      The Purchaser is a public company that was legally incorporated in
         Israel, its registration number with the Companies Registrar is as
         appears at the outset of this Deed, and no steps or procedures have
         been taken or threatened against it for dissolution, liquidation,
         winding-up, placing in receivership or like acts.

3.2      The Purchaser has the ability and means to fully and timely fulfil its
         obligations under this Deed, and it has funding sources that enable it
         to timely pay the full Consideration as detailed in this Deed.

3.3      The Purchaser's Audit Committee and Board of Directors approved its
         entering into this Deed with all its Appendices, and its performance by
         the Purchaser based upon its conditions and provisions, after receiving
         a fairness opinion from an outside independent appraiser regarding the
         adequacy of the Consideration, and other than the approval of the
         Purchaser's General Meeting, the Purchaser has no need, including based
         upon its incorporation documents and by law, to obtain any other
         approvals whatsoever from any of its organs in order to enter into this
         Deed and to carry out its obligations thereunder. The certificate of
         the Purchaser's General Counsel certifying that the Purchaser's Audit
         Committee and Board of Directors approved the Purchaser entering into
         this Deed and all of its Appendices as aforesaid, and the Purchasers
         performing this Deed based upon its conditions and provisions, is
         attached hereto as Appendix "3.3" to this Deed.

3.4      Appendix "3.4" to this Deed lists all of the approvals, agreements and
         permits that are required for the Purchaser to enter into this Deed and
         perform its obligations thereunder, including approvals, agreements and
         permits from any authorities whatsoever, from government entities or
         from any other entity. It is clarified that subject to the Purchaser
         having acted in accordance with Section 5.3 of this Deed, there is
         nothing in this Section 3.4 or in any other place in this Deed that
         would place responsibility for obtaining the approvals, agreements and
         permits listed in Appendix "3.4" to this Deed on the Purchaser and/or
         persons acting on its behalf, and the receipt or non-receipt of any
         approval, agreement or permit as aforesaid shall not constitute a
         breach of this Deed by the Purchaser, provided that the Purchaser acted
         in accordance with Section 5.3 of this Deed.

3.5      The persons signing this Deed and the documents that accompany it on
         the Purchaser's behalf are the persons authorized to execute this Deed
         and the accompanying and/or required documents for its performance on
         the Purchaser's behalf, and to obligate the Purchaser with their
         signatures, and this Deed and all of its conditions obligate the
         Purchaser in all things and matters, subject to the approval of the
         Purchaser's General Meeting.

3.6      Subject to the Conditions Precedent being fulfilled, there is no legal
         or other impediment to the Purchaser entering into this Deed and
         carrying out its provisions, and this Deed and the performance of its
         obligations hereunder do not oppose or contradict any judgment, order
         or instruction of any court, or any contract, consent or agreement
         whatsoever to which the Purchaser is a party, its incorporation
         documents, or any other undertaking by the Purchaser, whether by
         agreement (oral, by action or written) or by law.

3.7      The Purchaser has the experience, knowledge and capability to evaluate
         its entering into this Deed and its implications, and considering,
         among other things, what is stated above, it has performed a due
         diligence investigation of the Company and the Subsidiaries to its
         satisfaction, with the full cooperation of the Company and the
         Subsidiaries. Based upon, among other things, said due diligence
         investigation, neither the Purchaser, nor anyone acting on its behalf,
         is aware of the incorrectness of any representation that was given by
         Koor in this Deed, and it will not have any claim against Koor and/or
         anyone acting on its behalf regarding the incorrectness of any
         representation if Koor proves that before the signing of this Deed any
         of the following officeholders of the Purchaser, as of the signing date
         of this Deed, knew that the representation is not correct: Chief
         Financial Officer, Vice President for Mergers and Acquisitions, Vice
         President for Financial Control, Controller or the Manager of Public
         Institutions in the Finance Department.

3.8      Without derogating from the generality of the foregoing in Section 3.7
         above, the Purchaser is aware that the Company and Tadiran Spectralink
         are currently in negotiations to extend the terms of the agreements
         that are listed in Appendix "3.8" to this Deed, and it will have no
         claim, demand, complaint or other remedy against Koor if and to the
         extent that the terms of the said agreements are extended provided that
         they are extended with conditions that are not materially and adversely
         different from the conditions of the said agreements as of the date of
         signing this Deed, from the standpoint of the Company or the
         Subsidiaries, as the case may be.

3.9      In connection with any of the representations and/or declarations of
         Koor as detailed in Section 2 above, the Purchaser and/or anyone acting
         on its behalf does not and will not have any claim, demand, complaint
         or other remedy against Koor, including in connection with any
         discrepancy, mistake, deletion in good faith or similar item in
         connection with any thing and matter, except in connection with the
         incorrectness of any representation that is included in Section 2 of
         this Deed.

3.10     Other than the representations or undertakings that were explicitly
         given in Section 2 of this Deed, Koor (or anyone acting on its behalf)
         shall not be seen as having given the Purchaser (including anyone
         acting on its behalf) any information, representation or undertaking,
         and Koor (or anyone acting on its behalf) is not and will not be liable
         for any information that was given to the Purchaser (including to
         anyone acting on its behalf) in connection with the Sold Shares, the
         Company or the Subsidiaries, including with respect to their value,
         businesses, activities, assets, obligations or the financial results of
         their activities.

4.       The Transaction

         On the Transaction Completion Date, against the Purchaser's payment of
         the Consideration to Koor, and the Purchaser's undertaking to pay to
         Koor the Additional Conditional Consideration as stated in Section 10.6
         below, Koor shall sell and transfer to the Purchaser, and the Purchaser
         shall purchase and receive from Koor, 81,697,000 Ordinary Shares, that,
         as of the date of signing this Deed constitute, and as of the
         Transaction Completion Date will constitute, 70% of the registered and
         issued share capital of the Company (the Sold Shares), which shall be
         fully paid-up and Free and Clear, all in the manner and conditions
         detailed below.

5.       The Conditions Precedent

5.1      The completion of the transaction that is this Deed's subject is
         conditioned on the fulfilment of all of the conditions and the receipt
         of all of the Approvals listed below (the "Conditions Precedent") no
         later than the Final Date for the Transaction's Completion.

                  (a)      Receipt of the Approval of the Purchaser's General
                           Meeting as required by law for the Purchaser entering
                           into this Deed.

                  (b)      Receipt of the Approval of the [Israel] Commissioner
                           of Restrictive Trade Practices for the parties'
                           entering into this Deed and for executing the
                           transaction that is this Deed's subject.

                  (c)      To the extent required, the receipt of the Approval
                           of the United States and/or European antitrust
                           authorities for the parties' entering into this Deed
                           and for executing the transaction that is this Deed's
                           subject.


                  (d)      Receipt of the [Israel] Ministry of Defense's
                           Approval for the parties' entering into this Deed and
                           for executing the transaction that is this Deed's
                           subject.

                  (e)      Receipt of the Company's Approval, by means of its
                           authorized organs, as required by law, to transfer
                           the Sold Shares from Koor to the Purchaser.

                  (f)      Receipt of all the Approvals listed in Appendix
                           "2.14" and in Appendix "3.4" to this Deed.

                  (g)      The fulfilment of all of the conditions precedent
                           that are required for the completion of Stage C of
                           the Tadiran Communications Transaction, excluding the
                           condition precedent for the completion of Stage C of
                           the Tadiran Communications Transaction that relates
                           to the receipt of all of the consents and Approvals
                           that are required and the fulfilment of all of the
                           conditions precedent to the Elisra Transaction (whose
                           fulfilment is required pursuant to this Deed) (in
                           this Section, the "Elisra Condition"), and that no
                           legal impediment has been created to the completion
                           of Stage C of the Tadiran Communications Transaction.
                           Notwithstanding the foregoing, if any of the
                           conditions precedent to the completion of Stage C of
                           the Tadiran CommunicationsTransaction do not occur
                           other than the Elisra Condition, or if an impediment
                           is created to the completion of Stage C of the
                           TadiranCommunications Transaction, the Purchaser
                           shall be entitled, in its discretion, to determine to
                           complete the transaction described in this Deed even
                           before the completion of Stage C of the Tadiran
                           Communications Transaction. Nothing in the foregoing
                           derogates from the parties' undertakings as detailed
                           in Section 5.3 of this Deed, or from the parties'
                           rights under the Tadiran Communications Deed.
                           However, notwithstanding all of the foregoing, if at
                           the Transaction Completion Date there exists any
                           impediment to the completion of Stage C of the
                           Tadiran Communications Transaction as a result of a
                           breach of the Tadiran Communications Deed by the
                           Purchaser, the transaction that is this Deed's
                           subject shall be completed despite the fact that
                           Stage C of the Tadiran CommunicationsTransaction
                           cannot be completed as of the Transaction Completion
                           Date. In this Section 5.1, "Approval" is meant to
                           include any approval, permit or consent that is
                           subject to conditions, but excluding any approval
                           that is subject to conditions that would materially
                           alter the Purchaser's business activities as they
                           exist on the date of signing this Deed, or that
                           materially damages the Company, or an approval that
                           imposes unreasonable conditions from a business
                           perspective with respect to the holdings in the
                           Company.

5.2      In this Deed, the "Final Date for the Transaction's Completion" means:

         5.2.1    6 September 2005; however

         5.2.2    If by 6 September 2005, all of the Conditions Precedent have
                  taken place other than the approval of the antitrust
                  authorities as detailed in Sections 5.1(b) and (c) above, the
                  Final Date for the Transaction's Completion shall
                  automatically be delayed to 6 October 2005; however

         5.2.3    If the approval of the [Israel] Commissioner of Restrictive
                  Trade Practices as detailed in Section 5.1(b) above is not
                  received by 6 October 2005, each of the parties to this Deed
                  shall be entitled to notify the other party by written notice
                  to be received by the other party by the foregoing date, that
                  the Final Date for the Transaction's Completion shall be
                  postponed to 6 January 2006, or to such later date as is
                  determined by the parties as stated in Section 14.5 below.

5.3      The parties will work together with proper diligence in order to
         promptly and completely fulfil all of the Conditions Precedent before
         the Final Date for the Transaction's Completion, and will coordinate in
         advance the text of any report, application, notice or other written
         publication that will be distributed by any of them to any of the
         entities listed in Section 5.1 above, all subject to applicable law.
         Each party shall bear the expenses that it has for purposes of carrying
         out the Conditions Precedent or any of them. Without derogating from
         the generality of the foregoing in this Section 5.3, the Purchaser
         undertakes to act to the best of its ability so that within 21 days of
         signing this Deed, a notice will be published regarding the convening
         of a General Meeting of the Company (Proxy Statement), for a date that
         shall be no later than 21 days from the date that the notice will be
         published, for purposes of approving the Purchaser's entering into this
         Deed.

5.4      If and to the extent that the Conditions Precedent are not fulfilled
         before the Final Date for the Transaction's Completion, or before such
         other date as is agreed by the parties, by means of a written notice
         signed by two officeholders of each of Koor and the Purchaser, this
         Deed (other than the provision of Section 11 thereof) shall be
         cancelled, and this without either of the parties having any complaint
         and/or claim and/or demand from the other party, other than a claim
         against a party that did not act in accordance with Section 5.3 above.
         Nothing in this Section 5.4 above shall be deemed to derogate from any
         other right or remedy based upon this Deed or by law that is at the
         parties' disposal for breach of any of this Deed's provisions (if and
         to the extent that it is breached).

5.5      Notwithstanding anything to the contrary in this Deed, each party shall
         be entitled to (but not obligated to) waive the existence of any of the
         Conditions Precedent that was intended for its benefit through a
         written notice, signed by two of its officeholders that is to be
         delivered to the other party to this Deed.

6.       Company's Management from the Date of Signing this Deed until the Final
         Date for the Transaction's Completion

6.1      From the date of signing this Deed until the earlier of the Final Date
         for the Transaction's Completion and the Transaction Completion Date,
         Koor shall act to the best of its ability and subject to applicable law
         to fulfil what is stated in Section 6.1 below, unless it is agreed
         otherwise between it and the Purchaser, by means of a written notice
         signed by two officeholders of each of Koor and the Purchaser:

                  (a)      Subject to what is stated in Section 12 below, the
                           Company and/or any of the Subsidiaries shall not
                           enter into any new transaction with Koor, the
                           controlling persons in Koor, and/or interested
                           parties in Koor, whose financial scope exceeds
                           US$1,000,000 (one million Dollars). For the avoidance
                           of doubt, it is clarified that the Company shall
                           continue to pay management fees to Koor and Elta in
                           the manner that was customary before entering into
                           this Deed.

                  (b)      To the extent that it is dependent upon Koor, the
                           Company and/or the Subsidiaries shall not take any
                           actions that are not in the Ordinary Course of
                           Business, other than the exchange of existing
                           indemnification letters for new indemnification
                           letters (as is customary in companies like the
                           Company), and giving an exemption from liability for
                           directors and officeholders. Subject to applicable
                           law, Koor shall act to the best of its ability to
                           cause said exchange of the existing indemnification
                           letters.

                  (c)      The Company shall not distribute any non-cash
                           dividend to its shareholders, and it shall not make
                           any other non-cash distribution except for a
                           distribution in kind of Dekolink's shares to the
                           extent that they are distributed, as stated in
                           Section 12.1.2 below.

                  (d)      If the transaction that is this Deed's subject is not
                           completed within 90 days of signing this Deed, to the
                           extent that the matter is dependent upon Koor, the
                           Company shall organize itself to meet the
                           requirements of Section 404 of the [U.S.]
                           Sarbanes-Oxley Act.

6.2      Without derogating from what is stated above in this Section 6, it is
         clarified that during the course of the period from signing this Deed
         until the Transaction Completion Date, if and to the extent that it is
         completed, and if it is not completed, then until the Final Date for
         the Transaction's Completion, the Company and/or the Subsidiaries shall
         be entitled to enter into transactions in the Ordinary Course of
         Business with Israel Aircraft Industries Ltd., directly or indirectly,
         or with Elta, all in the discretion of management of the Company and/or
         the Subsidiaries, and as the Company and/or the Subsidiaries were
         accustomed to doing before signing this Deed.

6.3      To the extent that during the period from signing this Deed until the
         Transaction Completion Date, the Company decides to make a cash
         distribution to its shareholders, or to distribute Dekolink's shares in
         kind as stated in Section 12.1.2, there shall be deducted from the
         Consideration any amount (translated into Dollars at the representative
         rate at the earlier of the date of actual execution of the distribution
         and the Transaction Completion Date) that Koor is entitled to receive
         by virtue of the Sold Shares (gross) (that is, for which the record
         date for its distribution is before the Transaction Completion Date),
         and all together with interest from the later of the date of the
         dividend's payment or from the record date. This Section 6.3 shall not
         apply to amounts that Koor receives from the Company and/or from any of
         the Subsidiaries from the date of signing this Deed to the Transaction
         Completion Date up to an amount of 70% (seventy percent) of the
         receipts that the Company and/or any of the Subsidiaries receives for
         the Insurance Claim during the aforesaid period.

7.       Transaction Completion

7.1      Subject to what is stated in Section 7.5 below, and to the Conditions
         Precedent being fulfilled before the Final Date for the Transaction's
         Completion, the transaction's completion shall occur within three
         Business Days from the date on which the final Condition Precedent
         occurs or at any other time that is agreed between the parties, by
         means of a written notice signed by two officeholders of each of Koor
         and the Purchaser ("Transaction Completion Date").

7.2      On the Transaction Completion Date, the parties' representatives shall
         meet at a place to be determined by the parties. At the transaction's
         completion, each of the following actions, whose full and exact
         execution by the party that is liable therefor is a precondition to the
         performance of the actions by the other party, shall take place
         concurrently:

                  (a)      The Purchaser shall pay the full Consideration to
                           Koor by means of a final and irrevocable bank
                           transfer to Koor's bank account, whose details shall
                           be given to the Purchaser no less than two Business
                           Days before the Transaction Completion Date. At the
                           same time, the Purchaser shall deliver to Koor a
                           written certification of the execution of said
                           payment, with the signature of the authorized
                           signatories of the Purchaser's bank branch through
                           which the Consideration was paid, in the form
                           accepted at the banks, to which a SWIFT confirmation
                           shall be attached from the Purchaser's bank
                           confirming the execution of the transfer as
                           aforesaid.

                  (b)      Koor shall deliver the share certificates
                           representing the Sold Shares to the Company.

                  (c)      Koor and the Purchaser shall deliver this Deed to the
                           Company.

                  (d)      An approval of the authorized organs of the Company
                           approving the transfer of the Sold Shares from Koor
                           to the Purchaser shall be shown, together with a
                           certification from Koor's General Counsel that said
                           resolutions were legally adopted; the Company shall
                           note in its books the transfer of the Sold Shares to
                           the Purchaser, and shall deliver to the Purchaser a
                           share certificate that proves the Purchaser's
                           ownership of the Sold Shares, and an original
                           executed copy of the notice to the Companies
                           Registrar regarding the transfer of the Sold Shares
                           from Koor to the Purchaser.

                  (e)      Koor shall deliver a document to the Purchaser that
                           details the material adverse changes that occurred,
                           to the Best of Koor's Knowledge, in the
                           representations that are detailed in Section 2 of
                           this Deed, from the date of signing this Deed to the
                           Transaction Completion Date, if any, and shall
                           confirm, subject to material changes that occurred as
                           aforesaid, the correctness of the representations
                           that appear in Sections 2.1 through 2.9 and 2.11
                           through 2.16 of this Deed as of the Transaction
                           Completion Date.

                  (f)      The Purchaser shall deliver to Koor a copy of the
                           Purchaser's General Meeting's approval that approves
                           its entering into the transaction that is this Deed's
                           subject, and the performance of its undertakings
                           pursuant thereto, together with the written
                           certification of the Purchaser's General Counsel that
                           said resolution was legally adopted.

                  (g)      Koor shall deliver to the Company, with a copy to the
                           Purchaser, executed resignation letters of all of the
                           directors that were appointed to the Company's Board
                           of Directors based upon Koor's recommendation, which
                           shall take effect immediately upon the transaction's
                           completion.

                  (h)      Koor shall deliver to the Purchaser a copy of the
                           Company's General Meeting's resolution, pursuant to
                           which, subject to the completion of the transaction
                           that is this Deed's subject, and immediately after
                           the Transaction Completion Date, a number of
                           candidates detailed below who meet the Qualification
                           Conditions and who are nominated by the Purchaser
                           shall be appointed to the Company's Board of
                           Directors. The number of candidates shall be equal to
                           or greater than 70% of the number of directors in the
                           Company (including the directors who are added based
                           upon the Purchaser's said nomination). The Purchaser
                           shall notify Koor and the Company, in advance and in
                           writing, of the names of said candidates who meet the
                           Qualification Conditions, and all no later than 30
                           days before the Transaction Completion Date.

7.3      All of the actions listed in Section 7.2 above shall be deemed to occur
         simultaneously, no individual action shall be considered completed and
         no individual document shall be considered delivered until all of the
         actions at the same meeting shall be completed and all of the documents
         shall be delivered.

7.4      Simultaneously with the completion of the transaction that is this
         Deed's subject, Stage C of the Tadiran Communications Transaction shall
         be completed, that is all of the actions that are to be executed at the
         Third Closing (as defined in the Tadiran Communications Deed) as stated
         in Section 13 of the Tadiran Communications Deed, will be executed.
         However, if at the Transaction Completion Date that is this Deed's
         subject, there is any impediment whatsoever to the completion of Stage
         C of the Tadiran Communications Transaction as a result of a breach of
         the Tadiran Communications Deed by the Purchaser, the transaction that
         is this Deed's subject shall be completed even though it will not be
         possible at the Transaction Completion Date to complete Stage C of the
         Tadiran Communications Transaction. In addition, if any of the
         conditions precedent for the completion of Stage C of the Tadiran
         Communications Transaction do not take place, other than the Elisra
         Condition, or if there is an impediment to completing the aforesaid
         Stage C, the Purchaser shall be entitled, in its discretion, to
         complete the transaction in this Deed even before the completion of
         Stage C of the Tadiran Communications Transaction. Nothing in the
         foregoing is intended to derogate from the parties' obligations under
         Section 5.3 of this Deed or from the parties' rights under the Tadiran
         Communications Deed.

7.5      Neither of the parties shall have any complaint, demand or claim
         against the other in connection with the completion or non-completion
         of the transaction that is this Deed's subject, if at the time of the
         occurrence of all of the Conditions Precedent listed in Section 5.1 of
         this Deed (in this Section, the " Conditions' Occurrence Date "), there
         is an impediment based upon any decision, order or judgment (including
         temporary or interim) of a competent court, that prohibits the
         completion of the transaction that is this Deed's subject or that
         prevents its completion. In the event that the aforesaid impediment is
         not removed within 4 (four) months from the Conditions' Occurrence
         Date, after the parties have exercised reasonable means for its
         removal, this Deed shall be cancelled and neither of the parties shall
         have any complaint, demand or claim against the other in connection
         with the Deed's cancellation, including the completion or
         non-completion of the transaction that is this Deed's subject.

8.       Rights and Obligations Under the Shareholders' Agreement

         If under the Shareholders' Agreement and/or under the management
         agreement (Appendix 2.9B), Koor is obliged to cause the Purchaser to
         assume any of Koor's undertakings that are listed in the Shareholders'
         Agreement and/or in the management agreement (in this Section, the
         "Transferred Undertakings"), then the Purchaser shall assume, and shall
         be deemed to have assumed the Transferred Undertakings and Koor's
         rights that pertain thereto, to the extent that they are transferable
         as aforesaid, from the Transaction Completion Date, and this only and
         to the extent and scope that are required in order that Koor fulfil its
         obligations, if any, to cause the Purchaser to assume the Transferred
         Undertakings. It is clarified that this undertaking is given solely for
         Koor's benefit. From the Transaction Completion Date, Koor transfers to
         the Purchaser all of the rights that are granted to Koor under the
         Shareholders' Agreement and the management agreement, to the extent
         that they are transferable as aforesaid. Rights that are not
         transferable, if any, shall be exercised by Koor pursuant to the
         Purchaser's instructions and for it only, to the extent that does not
         constitute a breach of the provisions of the Shareholders' Agreement
         and the management agreement, respectively, and during a reasonable
         period of time under the circumstances.

9.       Indemnification

9.1      Koor undertakes to indemnify the Purchaser as follows:

         9.1.1    For all of the Damages that will be caused to the Purchaser by
                  any incorrectness and/or breach of any of Koor's
                  representations and/or declarations as detailed in Section 2
                  of this Deed, other than the Tax Representation (in this
                  Section, a "General Representation Breach ") above a total
                  amount of US$3,500,000 (three million five hundred thousand
                  Dollars) (" General Indemnification Floor "), and all pursuant
                  to the provisions of this Section 9.

         9.1.2    For all of the Damages that will be caused to the Purchaser as
                  a result of any incorrectness and/or breach of the Tax
                  Representation above a total amount of US$2,000,000 (two
                  million Dollars) (" Tax Indemnification Floor "), and all
                  pursuant to the provisions of this Section 9.

         9.1.3    Notwithstanding what is stated in Section 9.1.2 above, if it
                  becomes clear that all of the Damages that are caused due to a
                  General Representation Breach (in this Section, the " General
                  Representation Breach Damages ") are less than the General
                  Indemnification Floor, then the Tax Indemnification Floor
                  shall be the lower of (1) an amount of US$2,000,000 (two
                  million Dollars) plus the difference between the General
                  Indemnification Floor and the General Representation Damages,
                  and (2) US$3,500,000 (three million five hundred thousand
                  Dollars).

         9.1.4    The limitation regarding the indemnification amount stated in
                  this Section 9.1 above shall not apply to the representations
                  and declarations detailed in Sections 2.6, 2.7 and 2.8 above.

         9.1.5    In this Section 9, "Damage" means--

                  (a)      70% (seventy percent) of any amount that is actually
                           paid by the Company and/or the Subsidiaries to a
                           third party in connection with any claim and/or
                           demand that was filed against the Company and/or the
                           Subsidiaries for a situation, act or occurrence of
                           the Company and/or the Subsidiaries that constitutes
                           a breach of a representation.

                  (b)      If it becomes clear that, based upon generally
                           accepted accounting principles in Israel, as of the
                           date of the Financial Statements, the Company was
                           required to set aside higher reserves than those that
                           it actually set aside regarding one or more of the
                           subjects with respect to which representations were
                           given in Section 2 of this Deed, the Damage that was
                           caused to the Purchaser shall be 70% (seventy
                           percent) of the difference between the reserves that
                           the Company should have set aside, based upon
                           generally accepted accounting principles in Israel,
                           as of the date of the Financial Statements, and the
                           reserves that the Company actually set aside in the
                           Financial Statements regarding that matter.

                  (c)      70% (seventy percent) of the value of any asset of
                           the Company and/or any of the Subsidiaries that was
                           actually removed from the set of the Company's and/or
                           the Subsidiaries' assets without consideration, and
                           as a result of a situation, act or occurrence of the
                           Company and/or any of the Subsidiaries that
                           constitutes a breach of a representation, or 70%
                           (seventy percent) of the value of any depreciation
                           made regarding any asset of the Company and/or any
                           Subsidiary that constitutes a breach of
                           representation, and all with respect to the state of
                           the Company's and/or any of the Subsidiaries' assets
                           as in the Financial Statements.

                  (d)      The amount of any payments that were actually paid by
                           the Purchaser to any third party whatsoever in
                           connection with any claim and/or demand for a breach
                           of representation that was filed against it.

                  (e)      In the event that the Company and/or the Subsidiaries
                           set aside full or partial reserves in the Financial
                           Statements in connection with Damages for which they
                           may be indemnified pursuant to what is written in
                           clauses (a), (b) and (c) above, the Damage that is
                           stated in clauses (a), (b) and (c) above shall only
                           be any amount in excess of said reserve amounts.

                  (f)      Any payment that the Purchaser actually receives
                           and/or 70% (seventy percent) of any payment that the
                           Company and/or the Subsidiaries actually receives
                           from a third party for any of the occurrences that
                           are the subject of a demand for indemnification shall
                           be deducted from the amounts stated in Sections
                           9.2(a) through (d) above. In the event that the
                           Purchaser and/or the Company and/or any of the
                           Subsidiaries receives an actual payment from a third
                           party for any Damage listed in Sections 9.2(a)
                           through (d) above as a result of any of those
                           occurrences that are subject to indemnification,
                           after it has received indemnification from Koor for
                           the same Damage, the Purchaser shall immediately
                           return to Koor an amount equal to the lower of: (1)
                           the payment that the Purchaser actually received from
                           a third party for said Damage, or (2) the payment
                           that it received from Koor for said Damage; and 70%
                           of the lesser of (1) the payment that the Company
                           and/or the Subsidiaries actually received from a
                           third party for said Damage, or (2) the payment that
                           the Company and/or the Subsidiaries received from
                           Koor for said Damage.

                  (g)      The indemnification in this Section 9 shall be given
                           for direct damages only and not for consequential or
                           indirect damages.

9.2      (a)      Koor's undertaking to indemnify for the Damages that are
         listed in Section 9.2(d) above is subject to and conditioned upon the
         Purchaser notifying Koor of the claim's filing or the demand's receipt
         immediately after the Purchaser's receipt of the claim and/or demand,
         and its allowing Koor to take upon itself at its expense, the
         management of the defense of said claim and/or demand in the
         Purchaser's name in cooperation and while giving the full required
         information to Koor. Koor's undertaking to indemnify for Damages listed
         in Section 9.2(a) above is subject to and conditioned upon the
         Purchaser acting to the best of its ability so that Koor will have the
         ability to take upon itself at its expense, the management of the
         defense of said claim and/or demand in the Company's and/or the
         Subsidiaries' name in cooperation and while giving the full required
         information to Koor.

                  (b)      Koor's undertaking to indemnify for the Damages
                           listed in Sections 9.2(a) and 9.2(d) above, for which
                           a settlement agreement was signed between the Company
                           and/or the Subsidiaries and/or the Purchaser and any
                           third party whatsoever, is subject to and conditioned
                           upon the settlement agreement being signed in good
                           faith and upon the Purchaser having notified Koor in
                           writing that it intends to sign a settlement
                           agreement and Koor having given its prior written
                           consent to the settlement agreement, if the
                           settlement agreement is between the Purchaser and any
                           third party, and in the event that the settlement
                           agreement is between the Company and/or the
                           Subsidiaries and any third party, the Purchaser will
                           use its best efforts to cause the settlement
                           agreement to be conditioned upon Koor's prior written
                           consent.

9.3      The Purchaser shall not be entitled to indemnification or compensation
         from Koor for breach of a representation pursuant to the foregoing and
         following provisions of this Section 9 unless it provides Koor with a
         demand no later than 30 days from the date on which the Company's Board
         of Directors approves the Company's audited financial statements for
         the year ending 31 December 2006, provided that they are approved no
         later than the later of 31 March 2007, or 365 days from the Transaction
         Completion Date (the " Indemnification Period "). In a demand as
         aforesaid, the claim upon which the indemnification demand is based
         shall be detailed and illustrated.

9.4      Notwithstanding the provisions of Section 9.4 above, the limitation
         regarding the Indemnification Period shall not apply to a written
         demand for indemnification pursuant to the provisions of this Section 9
         for the incorrectness of the representation contained in Section 2.30
         of this Deed, provided that the Purchaser serves Koor with such a
         demand no later than 30 days from the date upon which the Company filed
         with the tax authorities an annual reconciliation report for the
         Company's income tax for the year in which the transaction was
         completed, for the following year and for the next following year,
         provided that the aforesaid reports are filed no later than 31 December
         2008, and if the transaction is completed after 1 January 2006--the
         reports were filed by no later than 31 December 2009 (the "Tax
         Indemnification Period"). In such a demand, the Purchaser shall detail
         the claim upon which the indemnification demand is based.

9.5      To the extent that the Damage for which the indemnification demand was
         filed is as stated in Section 9.2(b) above or is Damage that was caused
         but which has not fully materialized within the Indemnification Period
         or the Tax Indemnification Period, as the case may be, the Purchaser
         shall be deemed to have filed an indemnification demand at the times
         that are noted above if it files a written demand with Koor during the
         Indemnification Period or the Tax Indemnification Period, as the case
         may be, in which the specific representation or declaration as a result
         of whose incorrectness the Damage was caused as stated in this Section
         9 is detailed, and the Damages that have materialized or are expected
         to materialize are detailed. An indemnification demand as aforesaid
         shall be signed by a senior officeholder of the Purchaser, and shall
         include his/her assessment or estimate regarding the amount of damage
         that has not yet fully materialized. It is clarified that an
         indemnification demand that was filed pursuant to this Section 9.6
         shall not be necessarily limited to the amount of Damage that was
         estimated in the assessment or estimate that was attached to the
         aforesaid indemnification demand.

9.6      Koor's indemnification undertaking as stated in this Section 9 shall
         apply only if at the time of the indemnification demand's filing the
         Company's and the Subsidiaries' respective current outside auditors
         shall continue to serve (alone or together with others) as the
         Company's and the Subsidiaries' respective outside auditors and such
         outside auditors sign the audit report in connection with the financial
         statements that are attached to the indemnification demand, and if what
         is under discussion is a breach of the Tax Representation, the
         Company's and the Subsidiaries' respective current outside auditors
         shall continue to serve (alone or together with others) as the
         Company's and/or the Subsidiaries' respective representatives before
         the tax authorities and so long as the indemnification demand is being
         investigated, they shall advise the Company and/or the Subsidiaries in
         the matter that is the subject of the indemnification demand. Nothing
         in the foregoing shall be deemed to derogate from the Purchaser's right
         to appoint an outside auditor for the Company and/or for any of the
         Subsidiaries, respectively, provided that the Company's and/or the
         Subsidiaries' existing outside auditors shall continue to serve.

9.7      It is agreed between the parties that other than the indemnification
         under this Section 9, and subject to its conditions, and without
         derogating from the Purchaser's rights under Section 13 below, the
         Purchaser shall not be entitled to any other remedy against Koor and/or
         anyone acting on its behalf, including a remedy of cancelling this
         Deed, and the Purchaser hereby confirms that except as stated in
         Sections 9.1 through 9.6 above, neither it nor anyone acting on its
         behalf shall have any demand and/or complaint and/or claim for any
         remedy of any kind, including the remedy of cancellation, against Koor
         and anyone coming in its stead and on its behalf, in connection with
         the breach of any representation or whose basis is a breach of
         representation other than an intentional breach of representation.

9.8      Subject to what is stated in Sections 9.4, 9.5 and 9.6 above, the
         Purchaser undertakes to file a demand for indemnification with Koor
         within 30 days of the date that it discovers the basis for the
         indemnification, together with all of the documents that are required
         to prove the indemnification's claim, as the case may be.

9.9      It is hereby clarified that what is stated in Sections 9.1 through 9.9
         above shall not apply to representations and declarations that are
         listed in Sections 2.2, 2.5, 2.6 (only regarding the percentage of
         Koor's holdings in the Company's share capital), 2.7, 2.8 and 2.9
         above, with respect to which Koor undertakes to indemnify the Purchaser
         without any limitation for all of the expenses and losses that are
         caused to the Purchaser as a result of any incorrectness and/or breach
         of said representations and declarations.

9.10     Notwithstanding what is stated in Sections 9.1 through 9.10 above, in
         any event the indemnification amount shall not exceed the
         Consideration.

10.      The Insurance Claim

10.1     As stated in Section 2.28 above, the Company, Tadiran Systems and
         Tadiran Spectralink filed a complaint in the Tel-Aviv District Court
         against the insurance company for a fire that occurred in Tadiran
         Systems' and Tadiran Spectralink's plant (the "Insurance Claim").

10.2     The Purchaser hereby undertakes that so long as the Insurance Claim or
         any proceeding with respect thereto or in connection therewith is
         pending in any court, it shall continue to manage the Insurance Claim
         in the same manner and in the same way in which the Company, Tadiran
         Systems and Tadiran Spectralink are managing it today, that it will not
         replace the attorneys, advisors and appraisers that are dealing with
         the claim, and that it shall not add other or additional attorneys,
         advisors or appraisers to deal with the Insurance Claim, unless it
         receives Koor's consent to such a change, which shall not be
         unreasonably withheld, and that it shall not discharge any of the
         employees of the Company, Tadiran Systems or Tadiran Spectralink who,
         in the opinion of the attorneys who are handling the claim, are vital
         to the claim's management, except after consulting with Koor.

10.3     The Purchaser undertakes to cause Koor to receive ongoing updates
         directly from the attorneys, advisors and appraisers who are handling
         the Insurance Claim, and also, with advance coordination with the
         Purchaser, from the employees of Elisra, Tadiran Systems and Tadiran
         Spectralink who are connected to the matter.

10.4     The Purchaser undertakes to notify Koor, promptly after it becomes
         aware of any decision or judgment that is adopted in the Insurance
         Claim, and to send Koor a copy of any decision or judgment that is
         received as aforesaid. 10.5Without derogating from what is stated in
         Sections 10.2, 10.3 and 10.4 above, the Purchaser undertakes to notify
         Koor of the intentions of the Company, Tadiran Systems and/or Tadiran
         Spectralink to sign a settlement agreement with the insurance company
         in connection with the Insurance Claim, and to act to the best of its
         ability to cause the settlement agreement to be conditioned upon the
         receipt of Koor's prior written consent to the settlement agreement.

10.5     To the extent that after signing this Deed there is directly or
         indirectly paid to the Company, Tadiran Systems, Tadiran Spectralink
         and/or anyone acting on their behalf and/or for any of them, any amount
         in connection with the Insurance Claim, the Purchaser shall pay
         additional consideration to Koor for the Sold Shares in amounts, under
         the conditions and at the times detailed in Appendix "10.6" to this
         Deed (the " Additional Conditional Consideration ").

10.6     If the Company, Tadiran Systems or Tadiran Spectralink is obligated by
         a judgment in the Insurance Claim, whose execution is not stayed, to
         return to the insurance company all or any part of the amount of
         US$9,950,000 (nine million nine hundred fifty thousand Dollars) that
         the insurance company paid to the Company, Tadiran Systems and Tadiran
         Spectralink in 2001, or if the amount that was adjudicated in the
         Company's favor for the Insurance Claim shall be less than the direct
         expenses that the Company expended for the Insurance Claim from the
         Transaction Completion Date (in this Section, the " Expenses "), the
         Purchaser shall give written notice to Koor of the amount that the
         Company, Tadiran Systems or Tadiran Spectralink returned to the
         insurance company based on such judgment and/or the amount of the
         difference between the Expenses and the amount that was adjudicated in
         its favor, to the extent that the Expenses exceed the amount that was
         adjudicated as aforesaid, and Koor shall pay to the Purchaser within 30
         days from the date that it received such a notice 70% of any such
         amount, and subject to the return of the said amount, the Purchaser
         shall have no claim, demand or complaint against Koor and/or anyone
         acting on its behalf in connection with said amount.

11.      Confidentiality

The      parties shall use Confidential Information that has reached them or may
         reach them in connection with this Deed, the Company and the
         Subsidiaries, including in the framework of the due diligence
         examination's performance, only to fulfil their obligations under this
         Deed, and shall refrain from disclosing, transferring or making use of
         Confidential Information in any manner except to the extent required to
         fulfil the Conditions Precedent, and all with advance coordination with
         the other party. Without derogating from the foregoing, if the
         transaction that is this Deed's subject is not consummated, each party
         shall return to the other party to this Deed any Confidential
         Information that came into its possession in connection with this Deed,
         the Company and the Subsidiaries, if and to the extent that any such
         information came into its possession. This undertaking is not limited
         by time, and shall continue to remain in effect even after the end of
         this Deed's term or if this Deed is cancelled for any reason.

12.      Dekolink

12.1     Notwithstanding what is stated in Section 6.1 above, until the
         Transaction Completion Date, Koor shall be entitled:

         12.1.1   To enter into a transaction with the Company pursuant to which
                  the Company shall transfer and sell to Koor and/or to anyone
                  designated by Koor, unless the Purchaser objects to the
                  identity of the other party for reasonable cause that is
                  explained (the "Other Party"), the entire holdings of the
                  Company in Dekolink, and shall pay Dekolink's remaining
                  outstanding debt to the Company, and all in consideration of
                  and pursuant to the material principles that are detailed in
                  the draft Dekolink share transfer deed that is attached as
                  Appendix "12.1" to this Deed (the "Dekolink Transaction") or

         12.1.2   To distribute Dekolink's shares as a dividend in kind to the
                  Company's existing shareholders at the time of signing this
                  Deed.

12.2     If by the Transaction Completion Date, the Dekolink Transaction has not
         been completed for any reason, the Purchaser undertakes during a 90-day
         period from the Transaction Completion Date to support the Dekolink
         Transaction, including in the Company's Board of Directors and General
         Meeting, and to act to the best of its ability in order to cause the
         Company to enter into an agreement with Koor regarding the Dekolink
         Transaction upon Koor's request and to consummate it no later than 90
         days from the Transaction Completion Date. If the Dekolink Transaction
         has not been completed within 90 days from the Transaction Completion
         Date, Koor shall have no claim or complaint against the Purchaser
         and/or the Company, including with regard to the Consideration (as
         defined in this Deed), in connection with the failure to consummate the
         Dekolink Transaction.

12.3     In the event that expenses are incurred by the Company as a result of
         the consummation of the Dekolink Transaction and/or the distribution of
         Dekolink's shares as a dividend in kind, the Consideration for the Sold
         Shares shall be reduced by 70% (seventy percent) of these expenses (in
         this Section, the " Refund Amount "). In the event that the expenses
         become known after the Purchaser has paid the Consideration for the
         Sold Shares to Koor, Koor shall refund the Refund Amount to the
         Purchaser within 30 days of the date on which the Purchaser notified
         Koor of the incurrence of said expenses.

13.      Purchaser's Right to Cancel the Deed

13.1     Upon the occurrence of one or more of the events described in Section
         13.2 below, from the date of signing this Deed until the Transaction
         Completion Date, unless it occurred with the Purchaser's consent, the
         Purchaser shall have the right to cancel this Deed. Such cancellation
         shall be done by written notice from the Purchaser, which shall be
         received by Koor within 10 Business Days from the date upon which the
         Purchaser became aware of the occurrence of any of the events described
         in Section 13.2 below. If the Purchaser gives notice of this Deed's
         cancellation as aforesaid, all of the parties' undertakings and rights
         under this Deed and its Appendices other than the provisions of Section
         11 above shall be cancelled, and this without either of the parties
         having any claim and/or complaint and/or demand against the other
         party.

13.2     The events are as follows:

         13.2.1   If a temporary or permanent receiver and/or a temporary
                  liquidator and/or a liquidator and/or a trustee is appointed
                  for the Company, for Tadiran Systems and/or for Tadiran
                  Spectralink (in this Section 13.2, the "Group") and/or if a
                  liquidation order and/or a receivership order and/or an order
                  staying procedures is granted and/or if a lien is imposed upon
                  a material asset among the Group's assets (on a consolidated
                  basis) other than if it occurred in connection with the
                  transaction that is this Deed's subject, and such an
                  appointment or order or lien is not cancelled within 30 days.

         13.2.2   If any of the companies in the Group shall begin merger
                  proceedings as stated in the Eighth Chapter of the [Israel]
                  Companies Law, 5759-1999, or in compromise or arrangement
                  proceedings pursuant to Section 350 of the Companies Law,
                  5759-1999, or in restructuring and/or merger proceedings
                  pursuant to Section 351 of the Companies Law, 5759-1999.

         13.2.3   If a change takes place in the incorporation documents of any
                  of the companies in the Group.

         13.2.4   If any of the companies in the Group shall enter into new
                  material transactions (on a consolidated basis for the Group),
                  that are materially and adversely worse than the accepted
                  commercial conditions in the relevant company.

         13.2.5   If any of the companies in the Group carries out a change in
                  an agreement that is not in the Ordinary Course of Business
                  for that company, that will cause material damage to the
                  Group's business (on a consolidated basis), but excluding
                  activities of the Company and/or Tadiran Spectralink pursuant
                  to the provisions of Section 3.8 above.

         13.2.6   If any of the companies in the Group enters into a new area of
                  business in which the Group is not engaged as of the date of
                  signing this Deed, or in which it had not intended to engage
                  pursuant to decisions that it adopted before entering into
                  this Deed and of which it had notified the Purchaser, and that
                  is not included in the Group's Ordinary Course of Business, or
                  if it leaves a material business area in which the Group is
                  engaged at the signing of this Deed, other than as stated in
                  Section 12 above.

         13.2.7   If any of the companies in the Group shall enter into
                  transactions whose essence is mergers or acquisitions of
                  corporate entities or businesses (M&A) whose total financial
                  scope is in excess of $1,000,000 (one million Dollars).

         13.2.8   If any of the companies in the Group allots or undertakes to
                  allot its shares or other securities.

         13.2.9   If one of the events listed in Section 6.1(a) and (c) above
                  occurs.

13.3     Koor shall deliver written notice to the Purchaser immediately upon the
         occurrence of any of the events listed in Section 13.2 above, all
         subject to applicable law.

14.      Miscellaneous

14.1     Each party shall bear its legal expenses in connection with entering
         into this Deed and the required payments and taxes that apply to it, if
         any, under law, in connection with its entering into this Deed.

14.2     This Deed includes, merges and expresses all of the conditions that
         have been agreed between the parties in the matters that are this
         Deed's subject. Any promises, guarantees, written or oral agreements,
         undertakings or representations, evaluations and assessments regarding
         this Deed's subject that were given or done by the parties before
         signing this Deed and that were not explicitly included in it shall not
         add to the undertakings and rights that are determined in this Deed,
         nor derogate from them nor change them, and the parties shall not be
         bound by them from this Deed's date. Without derogating from the
         generality of the foregoing, the exchange of documents between the
         parties before this Deed was signed, including the drafts that were
         exchanged between them, shall have no meaning in interpreting this
         Deed.

14.3     No behavior by any of the parties shall be deemed a waiver of any of
         its rights under this Deed or by law, or as a waiver or consent on its
         part to any breach or failure to fulfil any condition unless the
         agreement, waiver, delay, cancellation or addition was made explicitly
         and in writing.

14.4     Any amendment, change or addition to this Deed shall be effective only
         if done in writing and signed by the parties to this Deed, and shall
         apply only to the instance described in said document, and shall not
         derogate from the rights of any other party under this Deed.

14.5     The parties to this Deed shall be entitled to extend or shorten any
         time that is fixed in this Deed, and to waive the execution of any of
         this Deed's provisions, and all once or multiple times, and by means of
         a written notice signed by two officeholders of each of Koor and the
         Purchaser, without the need for any additional approval, provided that
         the final time for receiving legal approval of the Purchaser's General
         Meeting for the Purchaser entering into this Deed shall not be extended
         without the time for receiving an approval of the Purchaser's General
         Meeting for the Purchaser entering into the amendment of the Koor-Elbit
         Deed dated 6 July 2005 that was signed between the parties to this Deed
         being extended accordingly.

14.6     The laws of the State of Israel shall apply to this Deed and to all
         that is connected therewith. The competent court in the judicial
         district of Tel Aviv--Jaffa District Court shall have exclusive
         jurisdiction in any matter that arises in connection with this Deed and
         its performance, and no other court shall have jurisdiction.

14.7     Neither party to this Deed is authorized to transfer or assign any of
         its rights and/or obligations that derive from this Deed to a third
         party without the prior written consent of the other party to this
         Deed.

14.8     Neither party to this Deed shall have any right of setoff, lien, charge
         or holdback against the other party to this Deed and/or anyone acting
         on its behalf, including in connection with the indemnification or the
         Additional Conditional Consideration, and to the extent that any party
         to this Deed has any such right or rights by law or agreement (oral, by
         action or written) by its signature on this Deed it hereby waives such
         rights absolutely and irrevocably.

14.9     If any of the parties did not enforce or delayed enforcement of any of
         the rights that it is granted under this Deed, in a specific instance
         or in a series of instances, it shall not be deemed a waiver of said
         right, or on any other rights whatsoever.

14.10    Notices under this Deed or in connection therewith shall be delivered
         in writing and with the signature of the notice's deliverer or of
         someone who is authorized to sign on its behalf. A written notice that
         is sent by either party to this Deed to the other party (to the address
         given in this Deed's preamble or to another address of which that party
         gives notice to the other parties to this Deed pursuant to this
         Section's provisions), shall be deemed as if received by the party to
         which it was sent within 4 (four) Business Days of its delivery for
         mailing by registered mail (against a delivery receipt); at the time
         that it was actually delivered or acceptance was refused if delivery
         was made by hand; and at the time it was sent by facsimile (if it was
         sent during the course of a Business Day and if it was not sent during
         the course of a Business Day, on the first Business Day after it was
         sent) provided that the sending party displays a facsimile confirmation
         regarding the notice's dispatch.

14.11    Without derogating from Section 11 above, and subject to applicable
         law, the parties shall not be entitled to publicize and/or disclose
         this Deed's contents and shall coordinate in advance any report or
         notice that they are required to give by law.

IN WITNESS WHEREOF, THE PARTIES HAVE DULY EXECUTED THIS DEED:

(signed) -----------------------------------------------
(signed) -----------------------------------------------
Koor Industries Ltd. Elbit Systems Ltd.
By: Jonathan Kolber ------------------------
By: Joseph Ackerman -----------------------
By: Danny Biran -----------------------
By: Joseph Gaspar ------------------------

Attorney's Certification

I, Shlomo Heller, Adv. hereby certify that Messrs. Jonathan Kolber and Danny
Biran, together are authorized to execute this Deed and the documents related
thereto or that are required for its performance, in the name of Koor Industries
Ltd.

(signed) ----------------------------
Shlomo Heller, Adv.

Attorney's Certification

I, David Block Temin, Adv. hereby certify that Messrs. Joseph Ackerman and
Joseph Gaspar, together are authorized to execute this Deed and the documents
related thereto or that are required for its performance, in the name of Elbit
Systems Ltd.

(signed) ----------------------------
David Block Temin, Adv.


APPENDIX 10.6

The Additional Conditional Consideration shall be in the following amounts:

(1)      For any amount that is directly or indirectly paid to the Company, to
         Tadiran Systems, to Tadiran Spectralink and/or to anyone on behalf of
         any of them and/or in favor of any of them in connection with an
         Insurance Claim (such an amount, hereinafter, the "Insurance Payment")
         up to an amount of US$30,000,000 (thirty million Dollars), the
         Purchaser shall pay an amount equal to 40% of the Insurance Payment to
         Koor.

(2)      For every Insurance Payment in excess of US$30,000,000 (thirty million
         Dollars) and up to an amount of US$50,000,000 (fifty million Dollars),
         the Purchaser shall pay an amount equal to 27.5% of the Insurance
         Payment to Koor.

(3)      For every Insurance Payment in excess of US$50,000,000 (fifty million
         Dollars), the Purchaser shall pay an amount equal to 25% of the
         Insurance Payment to Koor. And it shall be paid at the following times:

         (1)      If the Insurance Payment is made to the Company, to Tadiran
                  Systems, to Tadiran Spectralink and/or to anyone on behalf of
                  any of them between the date of signing this Deed and the
                  Transaction Completion Date, the Purchaser shall pay the
                  Additional Conditional Consideration in the amounts stated
                  above to Koor on the Transaction Completion Date.

         (2)      If the Insurance Payment is made to the Company, to Tadiran
                  Systems, to Tadiran Spectralink and/or to anyone on behalf of
                  any of them after the Transaction Completion Date, the
                  Purchaser shall pay the Additional Conditional Consideration
                  in the amounts stated above to Koor within thirty days after
                  the date that the aforesaid Insurance Payment is made.

         It is clarified that in the event that the court sets fee amounts that
         exceed the fees given in the agreements existing on this Deed's signing
         date, (unless they are amended with the consent of the Company, Tadiran
         Systems, Tadiran Spectralink and/or anyone acting on behalf of any of
         them, after the Transaction Completion Date), the aforesaid excess
         amount set by the court shall not be included in the Insurance Payment.
         Thus for example, and only as an illustration:

         If an amount of US$50,000,000 was transferred in connection with the
         Insurance Claim in the following manner:

         (1)      A total amount of US$35,000,000 was transferred to the
                  Company;

         (2)      An amount of US$5,000,000 was transferred to the attorneys who
                  are handling the Insurance Claim on the Company's behalf for
                  their handling of the Insurance Claim and pursuant to the
                  existing agreements with said attorneys on the date of signing
                  this Deed; and

         (3)      An amount of US$10,000,000 was deposited in trust,

         Then the amounts stated in clauses (1) and (2), in a total amount of
         US$40,000,000, shall be deemed amounts that were paid to the Company
         and the amount stated in clause (3) shall only be deemed an amount paid
         to the Company if and to the extent that it is released from the trust
         in favor of the Company, at the time that it is released. In such an
         instance, for the amounts stated in clauses (1) and (2) above totalling
         US$40,000,000, the Purchaser shall pay to Koor:

         (1)      An amount of US$12,000,000 (40% of US$30,000,000); and

         (2)      An amount of US$2,750,000 (27.5% of US$10,000,000); And in
                  total an amount of US$14,750,000.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>lon441292-c.txt
<DESCRIPTION>EX C - TRANSLATION OF AMEND TADIRAN S'HOLD AGMT
<TEXT>

                                                                       Exhibit C
                                                                       ---------

                                 TRANSLATION OF
                   THE AMENDED TADIRAN SHAREHOLDERS AGREEMENT

                      [TRANSLATED FROM THE HEBREW ORIGINAL]
             [Marked to show changes from 27 December 2004 original]
                             SHAREHOLDERS AGREEMENT
                 Made in Tel Aviv this 27th day of December 2004
                            As amended on 6 July 2005

BETWEEN KOOR INDUSTRIES LTD. Public Company No. 52-001414-3 of 14 Hamalacha
Street, Afek Industrial Park, Rosh Ha'ayin 48091 ("Koor") of the one part AND
ELBIT SYSTEMS LTD. Public Company No. 52-004302-7 of the Advanced Technology
Center, Haifa 31053 ("Elbit") of the other part WHEREAS Koor and Elbit have on
signing this Agreement (27 December 2004) entered into a share transfer deed
(hereinafter referred to as the "Share Transfer Deed "), pursuant to which Elbit
will purchase from Koor and Koor will sell to Elbit, in Stage 'A' of the
Transaction, 1,700,000 Ordinary Shares of 1 NIS par value each of Tadiran
Communications Ltd., which is a public company duly incorporated in Israel
(hereinafter the "Company"); AND WHEREAS after the completion of Stage 'A' of
the Transaction (as defined in the Share Transfer Deed), Koor will be the holder
of at least 2,244,276 Ordinary Shares of 1 NIS par value each of the Company's
issued share capital and Elbit will be the holder of at least 2,218,488 Ordinary
Shares of 1 NIS par value each of the Company's issued share capital; AND
WHEREAS in accordance with the Share Transfer Deed Elbit will purchase from Koor
and Koor will sell to Elbit in Stage 'B' of the Transaction, as defined in the
Share Transfer Deed, after the Amendment thereto, 623,115 2,244,276 Ordinary
Shares, although there is a possibility that Stage 'B' of the Transaction will
not be completed or that, even if Stage 'B' of the Transaction is completed,
Elbit and Koor will both remain shareholders of the Company; AND WHEREAS
according to the Share Transfer Deed , Elbit will purchase from Koor and Koor
will sell to Elbit in Stage 'C' of the Transaction, as defined in the Share
Transfer Deed , after the Amendment thereto, 1,621,161 Ordinary S hares,
although there is a possibility that Stage 'C' of the Transaction will not be
completed or that , even if Stage 'C' of the Transaction is completed, Elbit and
Koor will both remain shareholders of the Company; AND WHEREAS the parties wish
to set forth the overall relationship between them as shareholders of the
Company, as provided below in this Agreement. C-2-2

NOW, THEREFORE, THE PARTIES HEREBY WARRANT, PROVIDE AND AGREE BETWEEN THEM AS
FOLLOWS:

1.       Preamble, Headings and Interpretation

1.1      The preamble to this Agreement constitutes an integral part hereof and
         one of its terms.

1.2      The clause headings in the Agreement are solely for the sake of
         convenience and are not to be applied in the interpretation hereof.

1.3      In this Agreement, the following expressions shall have the meanings
         ascribed to them, unless expressly stated otherwise: "Shares" or
         "Shares of the Company" means ordinary shares of 1 NIS par value each
         in the Company's issued share capital; "Cumulative Holdings" means all
         the Shares of the Company that the parties to this Agreement hold from
         time to time; "Transfer" means a sale, gift, realization of a lien (but
         not the creation of a lien), loan and any other transfer of any kind of
         a Share and/or any right vested in the Share's owner and/or holder,
         whether or not for consideration and whether voluntary or involuntary;
         "Stock Exchange Sale" means a sale in trading on the Stock Exchange or
         a sale in a transaction outside the Stock Exchange, through a broker to
         purchasers whose identities are not known to the seller or a sale to
         mutual funds in Israel or abroad or provident funds or provident fund
         management companies; "Qualification Conditions "means all the
         requirements in accordance with applicable law and pursuant to the
         Company's incorporation documents for a person to serve as a director
         of the Company, including security clearance as required in Israel for
         the purpose of such service; "Core Shares "means 4,462,764 Shares,
         constituting all the Shares that are held by Koor and/or Elbit on 27
         December 2004, the date specified in the preamble to this Deed,
         together with all the bonus shares that may be issued in the future in
         respect thereof and together with all the Shares that are acquired on
         issue by virtue of rights that are vested in the context of a rights
         offering of the Company to its shareholders in respect of those Shares.

1.4      The following terms shall have the meanings ascribed to them in the
         Share Transfer Deed: the "First Closing Date", the "Second Closing
         Date", the " Third Closing D ate", the "Stage 'A' Completion Deadline",
         the "Stage ' B' C' Completion Deadline", the "Stage 'A' Shares", the
         "Stage 'B' Shares", the "Stage 'C' Shares", the "Shares Being Sold",
         "Stage 'A' of the Transaction", "Stage 'B' of the Transaction", "Stage
         'C' of the Transaction ", the "Additional Stage", the "Companies Law",
         the "Stock Exchange", "General Meeting", "Free and Clear" , the
         "Amendment" and "Business Day".

1.5      The following terms shall have the meanings defined in Section 1 of the
         [Israel] Securities Law, 5728-1968 "securities", "company",
         "subsidiary", "acquisition of securities", "holding and acquisition"
         and "control".

1.6      The following terms shall have the meanings defined in Section 1 of the
         Companies Law: "dividend", "director", "external director", "public
         company", "distribution", "bonus shares", "officer", "personal
         interest", "transaction", "extraordinary transaction" and "act".

2.       The Parties' Warranties and Undertakings Each party hereby respectively
         warrants and undertakes to the other as follows:

2.1      That it is a duly incorporated public company, that its number with the
         Companies Registrar is as appears in the preamble hereto and that no
         actions or proceedings for delisting, liquidation, winding-up,
         receivership or like acts have been taken or are being threatened
         against it.

2.2      That there is no legal or other impediment to its entering into this
         Agreement and that this Agreement and the performance of its
         obligations pursuant hereto are not contrary to any judgment, order or
         direction of a court, to any contract, understanding or agreement to
         which it is a party, to its incorporation documents or to any other of
         its obligations, whether by virtue of a contract (oral, by conduct or
         written) or by virtue of law.

2.3      That by the time this Agreement enters into effect as provided in
         Clause 7 below, all the approvals, consents and permits will be
         obtained and all the necessary proceedings will have been performed,
         including the approvals of any authorities, government entities or any
         other body, for its entering into this Agreement and performing its
         obligations pursuant hereto, and that the signatories on its behalf are
         those who are empowered to sign this Agreement on its behalf, subject
         in all cases to obtaining the approval of Elbit's audit committee,
         board of directors and General Meeting and obtaining the approval of
         Koor's board of directors to the parties' entering into and performing
         this Agreement and the Share Transfer Deed.

2.4      That it is not a party to any voting agreement or other arrangement
         concerning the Company's Shares with other shareholders of the Company,
         save for the other party hereto, and it will not enter into any such
         agreement and/or arrangement so long as this Agreement is in force,
         except in accordance with the provisions of this Agreement and subject
         to the provisions of Clause 5.11 below.

3.       Arrangements after the Completion of Stage 'A' of the Transaction After
         the completion of Stage 'A' of the Transaction, as provided in the
         Share Transfer Deed, and until the Second Closing Date or the Stage 'B'
         Completion Deadline, whichever is earlier, and without derogating from
         the provisions of the Share Transfer Deed, the following arrangements
         shall apply between the parties in connection with the Company's
         management:

3.1      On completion of Stage 'A' of the Transaction, directors shall be
         appointed to the Company's board of directors in accordance with
         Elbit's nomination, as provided in Clause 10.6 of the Share Transfer
         Deed, and the provisions of Clause 10.6 of the Share Transfer Deed
         shall be deemed part of this Agreement's provisions.

3.2      Subject to applicable law, the parties shall act so that on every board
         of directors' committee of the Company, other than the audit committee,
         there shall serve at least one director nominated by Elbit, as provided
         in Clause 3.1 above.

3.3      Subject to applicable law, the parties shall act so that a director of
         the Company, who has been nominated for the office by Elbit, shall
         serve as chairperson of the Company's finance committee.

3.4      Notwithstanding the provisions of Clauses 3.1 and 3.2 above, should
         Koor exercise its right to defer the Stage 'B' Completion Deadline from
         30 September 2005 until 30 April 2006, as provided in Clause 12.1.3 of
         the Share Transfer Deed (hereinafter the " Additional Period "), the
         following arrangements shall apply between the parties during the
         Additional Period with respect to the appointment of directors:

         3.4.1    On commencement of the Additional Period, an additional
                  director nominated by Elbit shall be appointed to the
                  Company's board of directors so that there shall be a total of
                  12 (twelve) directors on the Company's board of directors, of
                  whom four (4) shall have been nominated by Elbit, provided
                  that they meet all the Qualification Conditions. Subject to
                  applicable law, the parties shall act so that on every board
                  of directors' committee, at least one third of the committee
                  members shall be directors who were nominated for their office
                  by Elbit, provided that in any event at least one director
                  nominated by Elbit shall serve on every board of directors'
                  committee of the Company, other than the audit committee.

         3.4.2    The parties undertake to act so that the provisions of Clause
                  3.4.1 shall take effect as of the commencement of the
                  Additional Period including, if necessary, by calling a
                  shareholders meeting of the Company on the agenda of which
                  shall be such appointment of the director, and they undertake
                  to support the appointment of the director in accordance with
                  Elbit's nomination at that meeting, as provided in Clause
                  3.4.1. 3. After the First Closing Date 5 and during the
                  Additional Period 4 , the parties shall cooperate at every
                  General Meeting of the Company on the agenda of which is the
                  appointment of directors to the Company, and they shall vote
                  at every such meeting in favor of appointing directors in
                  accordance with Elbit's nomination, as provided in Clause 3.1
                  or 3.4 of this Agreement , as the case may be , and in favor
                  of the appointment of all the other directors of the Company,
                  including the external directors, in accordance with Koor's
                  nomination.

4.       Arrangements after Completion of Stage ' B' C' of the Transaction or
         After Completion of the Additional Stage After and subject to
         completion of Stage 'B'C' of the Transaction or after completion of the
         Additional Stage as provided in the Share Transfer Deed, and without
         derogating from the provisions of the Share Transfer Deed, if and to
         the extent that after completion of Stage 'B'C' of the Transaction or
         of the Additional Stage Koor is a shareholder of the Company, the
         following arrangements shall apply between the parties in connection
         with their holdings in the Company:

4.1      Koor undertakes to participate in every General Meeting and vote in
         respect of all the Shares held by it on every matter and/or decision
         that is referred for a resolution of the Company's shareholders in
         accordance with written instructions that are given to it by Elbit at
         least seven days before the date the applicable resolution is to be
         voted on by the Company's shareholders, unless the parties otherwise
         agree in writing. Koor's said undertaking shall not apply with respect
         to a resolution of the shareholders concerning the approval of a
         transaction of the Company in which Elbit or Elbit's controlling
         shareholders or officers, or any of them, has a personal interest, if
         such voting as required by Elbit would cause Koor to breach any
         obligations imposed on it by law. For the avoidance of doubt, it is
         hereby clarified that Koor shall not be entitled to appoint directors
         on its own behalf by virtue of its holding those Shares.

4.2      Koor hereby grants Elbit options to purchase from it all or any of the
         Shares that are issued to or vested in Koor by the Company after the
         signature of this Agreement (in this Clause the "Additional Shares "),
         in whole or in part, such Additional Shares being Free and Clear, under
         the following time periods and conditions:

         4.2.1    During the 90 day period commencing on the Second Closing Date
                  (in this Clause the " Base Date" ), Elbit shall have the right
                  to provide Koor written notice of Elbit's desire to purchase
                  any or all of the Additional Shares on the terms set out in
                  Clauses 4.2.4, 4.2.8 below. Koor undertakes that until the end
                  of said period it will not sell or Transfer the Additional
                  Shares. After the end of the said period, Koor may, without
                  any restriction, sell not more than one-half of the Additional
                  Shares. 4.2.2 During the period commencing at the end of 90
                  days from the Base Date and ending 180 days from the Base
                  Date, Elbit shall have the right to provide Koor written
                  notice of Elbit's desire to purchase any or all of a quantity
                  of Additional Shares not exceeding half the Additional Shares,
                  on the terms set out in Clauses 4.2.4--4.2.8 below, if those
                  Shares have not yet been purchased by Elbit as provided in
                  Clause 4.2.1 above. After the end to said period, Koor may,
                  without any restriction, sell a further amount of Additional
                  Shares, so that the total of Additional Shares sold by Koor as
                  provided in Clauses 4.2.1--4.2.2 does not exceed
                  three-quarters of the Additional Shares. 4.2.3. During the
                  period commencing at the end of 180 days from the Base Date
                  and ending 365 days from the Base Date, Elbit shall have the
                  right to provide Koor written notice of Elbit's desire to
                  purchase any or all Additional Shares not exceeding
                  one-quarter of the Additional Shares, on the terms set out in
                  Clauses 4.2.4--4.2.8 below, if those Shares have not yet been
                  purchased by Elbit as provided in clauses 4.2.1 and 4.2.2
                  above. After the end of said period, Koor may sell all the
                  Additional Shares without any restriction.

         4.2.2    The Additional Shares shall be purchased for consideration in
                  respect of each Additional Share equal to the average between
                  the price per Share at which the Additional Shares were issued
                  to Koor by the Company or vested in Koor by the Company, less
                  any dividend distributed for each Share by the Company,
                  commencing from the date on which Koor was issued to or vested
                  in it until the Option Transaction Completion Date, as defined
                  below, and the price per Share of the Company on the Stock
                  Exchange. For this purpose, the " Stock Exchange Price Per
                  Share of the Company " shall be the average price of the Share
                  at the end of each of the ten Stock Exchange trading days
                  preceding the date on which notice is provided by Elbit with
                  respect to the option's exercise.

         4.2.3    Should option exercise notice be provided by Elbit in
                  accordance with Clauses 4.2.1--4.2.3 with respect to any or
                  all of the Additional Shares, the sale of the Shares in
                  respect of which the option has been exercised shall be
                  completed within 14 Business Days after the notice is given
                  (in this Clause the "Option Transaction Completion Date "). On
                  the Option Transaction Completion Date Elbit shall remit to
                  Koor the consideration for the Additional Shares in respect of
                  which exercise notice has been given by Elbit by bank transfer
                  to Koor's account of which Koor shall give Elbit written
                  notice at least five Business Days before the Option
                  Transaction Completion Date, and upon the remittance of the
                  consideration Koor shall transfer to Elbit the Additional
                  Shares in respect of which exercise notice is given by Elbit,
                  Free and Clear, to Elbit's securities account, the details of
                  which shall be given to Koor by Elbit by written notice at
                  least five Business Days before the Option Transaction
                  Completion Date.

         4.2.4    If the Company distributes bonus shares or a dividend in kind
                  to its shareholders before the option transaction exercise
                  date, the consideration shall not be adjusted but the Shares
                  Being Sold on the option transaction exercise date shall be
                  subject to the addition of the bonus shares, Free and Clear,
                  or assets received as dividend in kind (gross) with respect to
                  the Shares Being Sold, Free and Clear, without Elbit being
                  required to pay additional consideration for them.

         4.2.5    If the Company makes a consolidation, reduction or
                  sub-division of its share capital or does any other act of
                  similar effect, the price per Share and the number of the
                  Additional Shares Being Sold shall be adjusted pro rata to the
                  consolidation or sub-division.

5.       Arrangements between the Parties if Stage 'B' of the Transaction is not
         Completed after Completion of Stage 'B' of the Transaction After
         completion of Stage 'B' of the Transaction as provided in the Share
         Transfer Deed and for so long as Stage 'C' of the Transaction or the
         Additional Stage has not been completed, including if Stage 'C' of the
         Transaction is rescinded or not performed or if the Additional Stage is
         rescinded or not performed, the following arrangements shall apply as
         between the parties in connection with the management of the Company
         and in respect of all the Cumulative Holdings. If after the Stage 'B'
         Completion Deadline, including any extension of that date in accordance
         with the Share Transfer Deed, Stage 'B' of the Transaction is not
         completed, the following arrangements shall apply between the parties
         in respect of the Cumulative Holdings: Board of Directors.

5.1      So long as the holdings of each of the parties hereto are not less than
         the Minimum Holding Percentage 12% of the Company's issued share
         capital , the parties shall act and vote by virtue of all the
         cumulative Holdings so that there shall be 12 directors on the board of
         the Company including five who are nominated for office by Elbit, five
         who are nominated for office by Koor and two external directors,
         provided that all the directors shall meet the Qualification
         Conditions. The parties shall also act subject to applicable law so
         that on all the board of directors' committees there shall be equal
         representation of the directors who are nominated for office by each
         party. The parties undertake to act so that this provision is
         implemented, including, if necessary, by calling a shareholders'
         meeting of the Company as soon as possible in accordance with
         applicable law, on the agenda of which shall be the appointment of
         directors as aforesaid, and they undertake to support the appointment
         of directors as aforesaid at that meeting. For the purpose of the
         provisions of this Clause 5, the "Minimum Holding Percentage" is
         1,478,181 Ordinary Shares, together with all the bonus shares that are
         allotted in respect of such quantity of shares and all the shares that
         are acquired on allotment by virtue of rights that are vested in the
         scope of a rights offer by the Company to its shareholders in respect
         of such quantity of shares as from the date the Amendment to this
         Shareholders Agreement becomes effective.

5.2      (a)      When the term of office of the first of the two external
         directors serving on the Company's board of directors on the date of
         signing this Agreement comes to an end, Elbit shall be entitled to
         nominate a different candidate for the office of external director in
         his place. When the term of office of the other of the two external
         directors serving on the Company's board of directors on the date of
         signing this Agreement comes to an end, Koor shall be entitled to
         nominate another candidate for the position of external director in his
         place. Each party shall act and vote by virtue of all the Shares of the
         Company that are held by it in favor of the appointment of the
         candidate nominated by the other party to the position of external
         director as aforesaid. Said arrangement shall also continue in similar
         fashion in respect of the appointment to the Company's board of
         directors of the subsequent external directors so long as there is a
         legal duty to appoint external directors.


         (b)      In addition , during the period until the Stage 'C' Completion
                  Deadline, if one or two of the five directors who have been
                  appointed on the recommendation of Elbit meet the
                  qualification conditions of an external director, Elbit shall
                  be entitled to propose that the same number of directors
                  (namely one or two) of the five who have been appointed on the
                  recommendation of Koor shall meet the qualification conditions
                  of an external director, and Koor will use its best efforts,
                  subject to applicable law, to implement Elbit's proposal.

5.3      Subject to applicable law, the parties shall act so that the Company's
         articles of association are amended to the effect that the chairperson
         of the Company's board of directors shall be elected by the Company's
         General Meeting from among the directors who are then in office, whose
         office will not expire before the end of that General Meeting or from
         among the new directors who are elected to office at that General
         Meeting. It is agreed that until 31 December 2006, the chairperson of
         the Company's board of directors , for the period of the first 24 month
         s after completion of Stage 'B' of the Transaction, shall be a director
         recommended to that post by Elbit and thereafter for a term of 24
         months Koor. Thereafter , the post shall be held by a director
         recommended to the post by Koor and so on and so forth. Elbit for a
         period of 24 months, and thereafter the chairperson of the board of
         directors shall be replaced every 24 months. The parties shall act by
         virtue of the Cumulative Holdings to vote in favor of nominees as
         aforesaid.

5.4      Subject to applicable law, the parties shall act so that so long as a
         director recommended by one of the parties hereto serves as chairperson
         of the Company's board of directors, the Company's finance committee
         shall be chaired by a director recommended to the post by the other
         party hereto.

5.5      If either of the parties wishes the Company to prepare its financial
         statements also in accordance with US Generally Accepted Accounting
         Principles (U.S. GAAP) , the other party undertakes, subject to
         applicable law, to support the same and also to support passing any
         resolution required for the same by any organ of the Company whose
         resolution in such respect is necessary.

5.6      Should the holdings of either of the parties fall below 5 the 6 Minimum
         Holding Percentage and provided that its holdings do not fall to 12% of
         the Company's issued share capital but so long as they are not less
         than 9% of the Company's issued share capital, that party shall be
         entitled to a number of directors equal to its percentage holdings in
         the Company divided by the total Cumulative Holdings multiplied by the
         number of directors serving in the Company (rounded to the nearest
         whole number), provided that the number of directors who are appointed
         on the recommendation of that party shall not be less than 20% of the
         number of directors serving in the Company (rounded up to a whole
         number).

5.7      Should the holdings of either of the parties fall below the Minimum
         Holding Percentage and also 6 Should the holdings of either of the
         parties fall 7 below 9% of the issued share capital of the Company ,
         provided that its holdings but so long as they have not fallen below 5%
         of the Company's issued share capital, that party shall be entitled to
         a number of directors equal to its percentage holdings in the Company
         divided by the total Cumulative Holdings multiplied by the number of
         directors serving in the Company (rounded to the nearest whole number).

5.8      Should the holdings of either of the parties fall below 7 the Minimum
         Holding Percentage and also below 8 5% of the issued share capital of
         the Company, that party shall not be entitled, pursuant to this
         Agreement, to representation on the Company's board of directors.

5.9      It is hereby clarified that if the holdings of a party to the Agreement
         fall below the percentages specified in Clauses 5.5 to 5.8 above and as
         a result thereof the number of directors appointed on its
         recommendation is reduced, as the case may be, that party shall not be
         entitled to reinstate representation in addition to the representation
         retained by it, if at all, on the Company's board of directors, even if
         it subsequently acquires Shares of the Company and again increases its
         holdings beyond said percentages. General Meeting. The parties shall
         coordinate between them in advance the manner in which they will vote
         on every resolution in the Company's 9 General Meeting. Subject to the
         provisions of Clauses 5.1 to 5.109 8 above, the parties shall act and
         vote by virtue of all the Cumulative Holdings against any proposed
         resolution in the Company's General Meeting, unless it is first agreed
         in writing between them to vote in its favor.

5.10     Should the holdings of a party fall below 10 the Minimum Holding
         Percentage, provided that its holdings 1112% of the Company's issued
         share capital but so long as they have not fallen below 9% of the
         Company's issued share capital, the provisions of Clause 5. 9 10 above
         shall not apply between the parties.

5.11     Notwithstanding the provisions of Clause 5.129 11 above, if the
         holdings of a party (in this Clause the "First Party") fall below the
         Minimum Holding Percentage and also below 9% of the Company's issued
         share capital(in this Clause the "First Party"), the First Party
         undertakes to vote with all its Shares in the Company at every General
         Meeting in accordance with the other party's instructions, to be given
         to it in writing at least four days prior to the date of each meeting,
         except in connection with a shareholders' resolution concerning the
         approval of a transaction of the Company in which the other party or
         its controlling shareholders or officers, or any of them, has a
         personal interest, if so voting would cause the First Party to breach
         duties imposed on it by law.

5.12     The other party shall not require the First Party's prior consent as
         regards its voting by virtue of the Company's shares. Moreover, if the
         holdings of a party fall below the Minimum Holding Percentage and below
         9% of the Company's issued share capital, that party alone shall be
         bound by the provisions of Clause 2.4 of this Agreement, without the
         other party being so bound, provided that said party's rights pursuant
         to this Agreement are not impaired. Right of First Refusal 5.

5.13     A Transfer of Company Shares from the Core Shares by either of the
         parties shall not be effective unless made in accordance with 12 the
         provisions of this Agreement (including a forced sale in receivership
         or execution proceedings).

5.14     If either of the parties (in this Clause the "13 Offeror 14") wishes to
         Transfer all or any of the Core Shares it holds to a third party, it
         shall first offer them to the other party (in this Clause the " Offeree
         ") on the terms and in the manner set out below (in this Clause the "
         Offer "). The parties hereby give their consent to the granting of a
         temporary and/or permanent injunction against the making of a
         transaction that does not comply with the terms of the Clause, and they
         agree that any transaction whereby either of the parties purports to
         Transfer the Company's Shares otherwise than in accordance with these
         provisions shall be null and void.

5.15     The Offer shall be made in writing and sent to the Offeree. In the
         Offer, the Offeror shall detail the number of Core Shares that are
         offered for Transfer (in this Clause the "15 Offered Shares 16"), their
         class, the price requested for each Share (which shall be payable only
         in cash) and all the material commercial terms in connection with the
         Transfer, together with the identity of the purchaser (in this Clause
         the " Purchaser "), and insofar as the Purchaser is a company, the
         identity of its controlling shareholders, to the best of the Offeror's
         knowledge, through the private individuals who control the Purchaser
         and/or to the companies that control the Purchaser, whose shares are
         listed for trading on a stock exchange in Israel or the United States.
         Without derogating from the provisions of Clause 5.21-22 below, in the
         case of a sale to an insurance company in Israel, which is purchasing
         the Shares for investments that are not for its "nostro" and/or to a
         provident fund and/or trust fund and/or pension fund in Israel, the
         Offeror shall be entitled to detail a number of insurance companies
         that are purchasing the Shares otherwise than for their "nostro",
         and/or provident funds and/or trust funds and/or pension funds, one of
         which will be the Purchaser. Moreover, in the event of a sale to a
         provident fund or trust fund or pension fund in Israel, the Offeror
         need not detail the identity of their controlling shareholders. The
         Offeree shall keep the contents of the Offer confidential, except as
         may be necessary in order to exercise its rights pursuant to this
         Agreement.

5.16     The Offeree shall be entitled to give written notice to the Offeror
         within a period of 21 Business Days from the date of receiving 16 the
         Offer (in this Clause the "17 Notice Period ") that it wishes to accept
         the Offer and purchase all the Shares offered at the price and on the
         terms of the Offer (in this Clause the " Acceptance Notice ") or that
         it does not accept the Offer.

5.17     Should Acceptance Notice be given by the Offeree during the Notice
         Period, the Shares offered shall be transferred to the Offeree 18
         within 14 Business Days of the end of the Notice Period (in this Clause
         the " Exercise Period "), Free and Clear, in consideration for payment
         of the price specified in the Offer and on the terms specified in the
         Offer. Notwithstanding the foregoing if an approval required by law for
         the Transfer of the Shares offered to the Offeree cannot be obtained
         during the Exercise Period, the Exercise Period shall be extended by a
         further period of not more than 21 Business Day (hereinafter in this
         Clause the "Additional Period"), provided that on obtaining all the
         approvals required bylaw during the Additional Period, the Shares
         offered shall be transferred and the consideration for them shall be
         paid within two Business Days of the end of the Additional Period.

5.18     Should Acceptance Notice not be given at the end of the Notice Period
         or should notice be given to the effect that the Offeree is 18 not
         accepting the Offer (in this Clause the "19 Rejection Notice" ) or
         should the transaction not be completed within two Business Days of the
         end of the Additional Period otherwise than due to the Offeror's
         breach, the Offeror may Transfer to the Purchaser the Shares offered in
         consideration for the price specified in the Offer or at a higher price
         and on the material commercial terms prescribed in the Offer or
         commercial terms more favorable to the seller, provided that the Shares
         offered shall be transferred to the Purchaser and all the rights and
         obligations in accordance with the provisions of this Agreement shall
         be assigned to it, and provided that the Purchaser assumes all the
         rights and obligations in accordance with the provisions of this
         Agreement, subject to the provisions of Clause 5.23 below, within a
         period of 90 Business Days from the end of the Notice Period or from
         the time the Rejection Notice is given, whichever is earlier.

5.19     For the purposes of Clauses 5.19122015 - 5. 18 19 above, a Transfer of
         Shares from the Core Shares by way of a distribution of a dividend in
         kind by Koor to its shareholders shall be treated as a Share Transfer
         made on the date determining the rights to receive the dividend in kind
         by Koor's shareholders, and such Transfer shall be treated as though
         made at the average closing price of the Company's Share on the Stock
         Exchange during the 12 trading days before, and during the 12 trading
         days after, the date of giving Koor's written Offer as provided in
         Clause 5. 13 14 above.

5.20     Notwithstanding the provisions of this Clause 5, a Transfer of Shares
         from the Core Shares by a party hereto to a related entity 20 shall not
         be subject to the provisions of this Clause but such a Transfer shall
         be prohibited and shall be ineffective unless the 21 transferor and
         transferee have jointly and severally assumed all the transferor's
         obligations pursuant to this Agreement and confirmed the same in a
         written notice given in advance to the other party hereto, duly signed
         by the transferor and the transferee. In this Agreement a "related
         entity" to a party to the Agreement means a person or entity that
         controls it or is controlled by it or is under the same control as it,
         and also an entity to which Shares in the Company are transferred by a
         party hereto in the course of the transferor party's merger into that
         entity, pursuant to which the transferor's legal personality is
         nullified.

5.21     Notwithstanding the provisions of this Clause 5, a sale on the Stock
         Exchange of Shares from the Core Shares by a party hereto 21 shall not
         be subject to the provisions of this Clause 5, provided that it meets
         all the following conditions:

         (a)      a party to this 22 Agreement shall not sell more than 3% of
                  the Company's issued share capital during a period of 12
                  months; and

         (b)      a party to the Agreement shall not sell more than 1.5% of the
                  Company's issued share capital in the course of one
                  transaction or one act. Nevertheless, if a party's total
                  holdings of the Company's Shares fall below 5% of the
                  Company's issued share capital, that party may sell the Shares
                  in the course of trading on the Stock Exchange without the
                  application of the provisions of Clauses 5. 12 13 to 5.21.

         For the avoidance of doubt, the provisions of this Clause 5 shall apply
         in full to a sale outside the Stock Exchange of Shares from the Core
         Shares but they shall not apply to a sale on the Stock Exchange or off
         the Stock Exchange of Shares that are not Core Shares. Share Purchase
         Option.

5.22     Koor hereby grants Elbit options to purchase from it Shares that are
         not part of the Core Shares, which have been issued to Koor by the
         Company or vested in Koor by the Company after signature of the Share
         Transfer Deed, at the times and on the terms set out in Clause 4.2
         above, mutatis mutandis.

5.23     Condition for Transferring Shares and Joining the Shareholders
         Agreement Without derogating from the other provisions of this
         Agreement, including this Clause 5, it is agreed that on any Transfer
         of Shares from the Core Shares by a party hereto (in this Clause the
         "Transferor Party") the following provisions shall apply: If the
         Transferor Party wishes to Transfer all or any of the Core Shares it
         holds, the Transferor Party may not do so and such a Transfer shall be
         ineffective unless the recipient of the Shares being transferred (in
         this Clause the "Acquiror") assumes all the rights and obligations
         pursuant to this Agreement so that the Transferor Party and the
         Acquiror shall be jointly entitled to the rights of the Transferor
         Party pursuant to this Agreement (but not more) and so that the
         Transferor Party and the Acquiror shall be jointly and severally liable
         for all the Transferor Party's obligations pursuant to this Agreement,
         and provided that the number of shareholders that hold the Transferor
         Party's rights and obligations pursuant to this Agreement shall not
         exceed two.

6.       Provisions Regarding the Appointment and Replacement of Directors

6.1      If a party to this Agreement requests to replace or bring to an end the
         term of office of a director nominated to the Company's board of
         directors by that party, the parties shall act insofar as necessary to
         hold a General Meeting of the Company and vote in favor of a proposal
         to remove such a director from office and appoint another director in
         his place in accordance with the nomination of the party seeking to
         remove such director from office as aforesaid.

6.2      The parties shall vote against a proposal to remove a member of the
         Company's board of directors from office, if his nomination for the
         office was proposed by Koor or Elbit, unless the party to this
         Agreement that nominated said director's appointment directs otherwise
         in advance and in writing.

6.3      If the position of a member of the board of directors who was elected
         in accordance with the nomination of Koor or Elbit is vacated for any
         reason, the parties shall act insofar as necessary to hold a General
         Meeting of the Company and vote in favor of removing from office a
         director who has been appointed by the Company's board of directors in
         place of the board member whose position has been vacated, if so
         appointed, and in favor of appointing the candidate nominated by Koor
         or Elbit, as the case may be, for the position of board member instead
         of the board member whose position has been vacated, provided that such
         nominee meets the Qualification Conditions.

6.4      Before any General Meeting of the Company on the agenda of which is the
         appointment of directors in the Company, and in accordance with the
         provisions of the Company's articles of association and applicable law,
         each party shall give written notice to the Company, with a copy to the
         other, of the candidates nominated by it for the position of director
         in the Company.

7.       The Term of the Agreement

7.1      This Agreement shall enter into effect on the First Closing Date and
         remain in force so long as the parties hereto together hold Shares of
         the Company entitling them to at least 15% of the voting rights in the
         Company, provided that each party hereto holds Shares of the Company.

7.2      Should the holdings of a party or the parties to this Agreement, as the
         case may be, fall below the percentages set out in Clause 7.1 above,
         this Agreement shall automatically expire and not vest any rights in
         either of the parties hereto or impose any obligations on either of
         them . The provisions of the Agreement shall not be renewed or again
         become effective, even if the holdings of a party or parties to this
         Agreement increase after it has expired as provided in this Clause.

8.       Confidentiality and Notices

8.1      Subject to applicable law and the provisions of Clause 8.2 below, the
         parties shall not publish or provide information to any third party in
         connection with this Agreement without the other party's prior written
         consent to the publication and its contents.

8.2      The parties shall provide all the reports required by applicable law
         concerning entering into and performing this Agreement as required by
         applicable law, by prior coordination, if and insofar as legally
         possible, with the other party hereto.

8.3      The parties shall use Confidential Information that comes into their
         possession in connection with this Agreement or the Company solely for
         the performance of their obligations pursuant to this Agreement, and
         they shall not in any manner provide Confidential Information to any
         third party.

8.4      For the purpose of this Clause 8.3, "Confidential Information"--means
         any information relating to the parties hereto and/or the Company,
         other than (a) information that was in the public domain or came into
         the public domain otherwise than due to a breach of this Agreement by a
         party hereto; and (b) information the disclosure of which is required
         by law.

8.5      The obligations pursuant to Clauses 8.1 to 8.4 of this Agreement are
         not limited in time.

9.       Miscellaneous

9.1      Any modification, amendment and/or addendum, waiver, extension,
         concession or failure to exercise a right pursuant to this Agreement
         shall only be effective if done in an express document signed by all
         the parties hereto and shall only apply to the case specified in such
         document as aforesaid and shall not derogate from other rights of a
         party pursuant to this Agreement.

9.2      The parties hereto may extend or reduce any time specified in this
         Agreement and waive the performance of any of this Agreement's
         provisions, either once or several times, by written notice signed by
         two officers of Koor and of Elbit, without any further authority being
         necessary.

9.3      No conduct by either of the parties shall be construed as a waiver of
         any of its rights pursuant to this Agreement and/or by law or as its
         waiver of or acquiescence in any breach or non-performance of the terms
         of the Agreement by the other party or as granting a postponement or
         extension or as a modification, cancellation or addition of any
         condition, unless done expressly and in writing.

9.4      This Agreement fully contains, embodies, merges, expresses and exhausts
         all the understandings of the parties hereto solely in respect of the
         matters mentioned herein. Any promises, guarantees, undertakings or
         representations with regard to the subject matter of this Agreement
         that were given or made by the parties prior to entering into this
         Agreement, in writing or orally, that are not specifically expressed
         herein, shall not augment, modify or derogate from the rights and
         obligations prescribed herein, and the parties shall not be bound by
         them, insofar as they were bound, as from the date of this Agreement.
         Without derogating from the generality of the foregoing, the documents
         exchanged between the parties before the signature hereof, including
         the drafts exchanged between them, shall have no significance in the
         interpretation of this Agreement. For the avoidance of doubt, the terms
         of the shareholders agreement made between Koor, Federmann Enterprises
         Ltd. and HERIS AKTIENGESELLSCHAFT, contemporaneously with the signature
         of this Agreement shall not be applied in the interpretation of this
         Agreement.

9.5      Unless otherwise expressly provided in this Agreement, the parties
         hereto may not assign or transfer their rights or obligations under
         this Agreement to any third party or perform this Agreement through any
         third party, unless the other party's prior written consent has been
         obtained, and nothing in this Agreement shall be deemed to vest any
         right in anyone who is not a party hereto.

9.6      Should either of the parties not enforce or delay in enforcing any of
         the rights vested in it pursuant to this Agreement and/or by law, in a
         particular case or series of cases, such shall not be construed as a
         waiver of said right or of any other rights.

9.7      This Agreement shall be governed by the laws of the State of Israel.
         Sole and exclusive jurisdiction in all matters relating to this
         Agreement is vested only in the courts of the District Court in the
         City of Tel Aviv--Jaffa and in them alone, and no other court shall
         have jurisdiction.

9.8      Notices under this Agreement shall be given in writing to the parties'
         addresses as set out in the preamble hereto and/or to such other
         addresses of which the parties give notice in accordance with the
         provisions of this Clause. Any notice sent by one party to the other by
         registered mail shall be deemed to have reached the addressee following
         the passage of three days from the date of being posted and notice that
         is delivered in person by 17:00 hours on any Business Day shall be
         treated as received on delivery, or if delivered after 17:00 hours on
         any Business Day, then on the first Business Day after its delivery.

9.9      The provisions of the Amendment shall become effective immediately
         after obtaining (1) due approval of the General Meeting of Elbit for
         Elbit to enter into the Amendment and also (2) due approval of the
         General Meeting of Elbit for Elbit to enter into the Elisra Transaction
         , as defined in the S hare Transfer Deed. If the approvals of the
         General Meeting of Elbit as mentioned in (1) and (2) above are not
         obtained by 6 September 2005 or if it is not possible to complete Stage
         'B' of the Transaction on the Second C losing D ate (as those terms are
         defined in the Share Transfer Deed after the Amendment) for any reason
         except for an impediment due to a breach of the Share Transfer Deed,
         the provisions of the Amendment shall be ineffective and neither of the
         parties shall have any claim or cause of action against the other,
         without the same derogating from the validity of the provisions of the
         S hare Transfer Deed and the provisions of this Agreement, as existing
         prior to making the Amendment, and the original provisions of the S
         hare Transfer Deed and this Agreement, prior to the Amendment, shall
         remain in force.


IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT:

(signed) .................................................................
KOOR INDUSTRIES LTD.



(signed) .................................................................
ELBIT SYSTEMS LTD.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>lon441292-d.txt
<DESCRIPTION>EX D - TRANSLATION OF TADIRAN AMENDMENT AGMT
<TEXT>

                                                                       Exhibit D
                                                                       ---------

                 TRANSLATION OF THE TADIRAN AMENDMENT AGREEMENT

                      [TRANSLATED FROM THE HEBREW ORIGINAL]

                        AMENDMENT TO SHARE TRANSFER DEED
                           AND SHAREHOLDERS' AGREEMENT
             Made and signed in Tel Aviv on the 6th day of July 2005

BETWEEN:ELBIT SYSTEMS LTD. Public Company Number 52-004302-7 of the Advanced
Technology Center, Haifa 31053(hereinafter referred to as "Elbit") of the one
part AND:KOOR INDUSTRIES LTD. Public Company Number 52-0014143 of 14 Hamelacha
Street, Afek Industry Park,Rosh Ha'ayin 48091 (hereinafter referred to as
"Koor") of the other part (hereinafter referred to as "the parties") WHEREAS on
27 December 2004 the parties executed a share transfer deed (hereinafter
referred to as the "Koor-Elbit Deed" ), pursuant to which it was agreed between
the parties, inter alia , that Koor would sell and transfer to Elbit, in two
stages, 3,944,276 ordinary shares constituting, on the date of signing the
Koor-Elbit Deed, approximately 32% of the issued and paid-up share capital of
the Company (as defined in the Koor-Elbit Deed), all subject to and in
accordance with the provisions of the Koor-Elbit Deed;

WHEREAS on 30 March 2005 the parties agreed to extend the Stage "A" Completion
Deadline (as such term is defined in the Koor-Elbit Deed);

WHEREAS on 18 April 2005 a further protocol was executed between the parties
pursuant to which the parties agreed to extend certain deadlines prescribed in
the Koor-Elbit Deed (hereinafter referred to as the "Protocol" );

WHEREAS on 18 April 2005 Stage "A" of the Transaction (as such term is defined
in the Koor-Elbit Deed) was implemented and Koor sold and transferred the Stage
"A" Shares (as such term is defined in the Koor-Elbit Deed) to Elbit;

WHEREAS on 27 December 2004 the parties signed a shareholders' agreement that
entered into force on 18 April 2005 (hereinafter referred to as the
"Shareholders' Agreement" );

WHEREAS before the implementation of Stage "B" of the Transaction (as such term
is defined in the Koor-Elbit Deed prior to this amendment), the parties agree to
add an additional stage in the framework of which Koor shall sell and transfer
to Elbit 623,115 ordinary shares constituting, on the date of signing this
amendment (hereinafter referred to as the "Amendment"), approximately 5% (five
percent) of the Company's issued capital, subject to the conditions precedent
set forth below, such that there will be a proportionate decrease in the number
of ordinary shares Koor will sell and transfer to Elbit in the framework of the
last stage (Stage "C") of the transaction, and that the conditions precedent for
the closing of Stage "B" and Stage "C" of the transaction will be altered, as
set forth below;

WHEREAS the parties agree that Stage "B" of the transaction and Stage "C" of the
transaction will be implemented independently and regardless of Stage "B" of the
Federmann-Koor Deed (as such term is defined in the Koor-Elbit Deed, prior to
the Amendment); WHEREAS the parties wish to amend certain provisions of the
Koor-Elbit Deed and the Shareholders' Agreement, as set forth herein;

NOW, THEREFORE, IT IS WARRANTED, PROVIDED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:

1.       The preamble to this Amendment constitutes an integral part hereof.

2.       The terms and definitions adopted in this Amendment shall bear the
         meanings attributed to them in the Koor-Elbit Deed, after its amendment
         pursuant hereto, unless expressly stated otherwise.

3.       Each of the parties warrants and undertakes as follows:

3.1      that it is authorized to execute this Amendment and perform its
         obligations pursuant hereto and that those signing this Amendment on
         its behalf are legally authorized to bind it, subject to the provisions
         of clause 3.3 below;

3.2      that there is no impediment at law and/or pursuant to its incorporation
         and/or pursuant to any court order or instruction and/or any contract
         and/or consent and/or agreement to which it is a party to its executing
         this Amendment and performing all its obligations pursuant hereto,
         except as provided in clause 3.3 below;

3.3      that subject to receiving the approval of Elbit's shareholders' meeting
         for Elbit's execution of this Amendment, which has not yet been
         received on the date of signing hereof, it has all the approvals and
         consents required for the purpose of executing this Amendment.

4.       The parties agree to effect all the amendments to the Koor-Elbit Deed,
         as marked with revision marks on the Koor-Elbit Deed annexed hereto as
         Appendix "A1" and constituting an integral part hereof. In addition,
         for the parties' convenience, a clean copy (without revision marks) of
         the Koor-Elbit Deed, after its amendment pursuant hereto, is annexed
         hereto as Appendix "A2". It is hereby provided that in the event of any
         contradiction between the provisions of Appendix "A1" hereto and the
         provisions of Appendix "A2", only the provisions of Appendix "A1" shall
         apply to and bind the parties.

5.       The parties agree to effect all the amendments in the Shareholders'
         Agreement, as marked with revision marks on the Shareholders' Agreement
         annexed hereto as Appendix "B1" and constituting an integral part
         hereof. In addition, for the parties' convenience, a clean copy
         (without revision marks) of the Shareholders' Agreement, after its
         amendment pursuant hereto, is annexed hereto as Appendix "B2". It is
         hereby expressed that in the event of any contradiction between the
         provisions of Appendix "B1" hereto and the provisions of Appendix "B2",
         only the provisions of Appendix "B1" shall apply to and bind the
         parties.

6.       In the event of any contradiction between the provisions of the
         Koor-Elbit Deed, the provisions of the Shareholders' Agreement and the
         provisions of the Amendment, the provisions of the Amendment shall
         prevail, unless expressly stated otherwise, provided that the
         provisions of the Koor-Elbit Deed and the provisions of the
         Shareholders' Agreement, that have not been expressly amended in the
         Amendment and its appendices, shall remain unchanged.

7.       The provisions of the Amendment shall enter into force immediately
         after (1) due approval of a meeting of Elbit's shareholders for Elbit's
         execution of this Amendment and (2) due approval of Elbit's
         shareholders' meeting for Elbit's execution of the Elisra Transaction,
         as defined in the Koor-Elbit Deed (after its amendment). If the
         approvals of Elbit's shareholders' meeting are not obtained as set
         forth in (1) and (2) above by 6 September 2005, or if it is not
         possible to close Stage "B" of the Transaction on the Second Closing
         Date (as such terms are defined in the Elbit-Koor Deed after its
         amendment), for any reason, except for an impediment resulting from a
         breach of the Koor-Elbit Deed, the Amendment shall be null and void,
         its provisions shall not be valid and neither of the parties shall have
         any claims or demands against the other, without such derogating from
         the validity of the provisions of the Koor-Elbit Deed and the
         provisions of the Shareholders' Agreement, as existing prior to signing
         the Amendment, and the original provisions of the Koor-Elbit Deed and
         of the Shareholders' Agreement, prior to the Amendment, shall remain
         valid.

8.       The parties hereto may extend or curtail any deadline specified herein
         and they may waive the implementation of any of its provisions, on one
         occasion or on a number of occasions, through written notice signed by
         two officers of each of Koor and Elbit, without the need for additional
         approvals, provided that there shall be no extension of the deadline
         for obtaining the due approval of Elbit's shareholders' meeting for
         Elbit's execution of the Amendment without a proportionate extension in
         the date for obtaining the due approval of Elbit's shareholders'
         meeting for Elbit's execution of the Elisra Transaction (as defined in
         the Koor-Elbit Deed).

As witness whereof the parties have duly executed this Amendment

(signed)
Koor Industries Ltd.
By: Jonathan Kolber, Danny Biran



(signed) -------------------------------------------
Elbit Systems Ltd.
                                              By: Joseph Ackerman, Joseph Gaspar
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>lon441292-e.txt
<DESCRIPTION>EX E - TRANSLATION OF AMENDED FEDERMANN AGMT
<TEXT>

                                                                       Exhibit E
                                                                       ---------


                    TRANSLATION OF THE AMENDED FEDERMANN DEED

                      [TRANSLATED FROM THE HEBREW ORIGINAL]

             [Marked to show changes from 27 December 2004 original]

                               SHARE TRANSFER DEED
                 Made in Tel Aviv this 27th day of December 2004
                            as amended on 6 July 2005

BETWEEN FEDERMANN ENTERPRISES LTD. (Public Company No. 51 - 227839-1) of 99
Hayarkon Street, Tel Aviv ("Federmann") of the one part AND KOOR INDUSTRIES LTD.
(Public Company No. 52 - 001414-3) of 14 Hamalacha Street, Afek Industrial Park,
Rosh Ha'ayin 48091 ("Koor") of the other part (hereinafter the "Parties")

WHEREAS Federmann is the holder of 19,915,448 Ordinary Shares of the issued and
paid up share capital of Elbit Systems Ltd., a public company duly incorporated
in Israel, whose number with the Companies Registrar is Public Company No.
52-004302-7 (hereinafter the " Company "); AND

WHEREAS Federmann wishes to sell and transfer to Koor, in two stages, 4,000
3,160,000 ( four three million one hundred and sixty thousand ) Ordinary Shares,
which on the date of signing this Deed constitute d approximately 9 7.75 .8 % of
the Company's issued and paid-up share capital, while in the first stage
Federmann will sell and transfer to Koor 2,160,000 (two million one hundred and
sixty thousand) Ordinary Shares, which on the date of signing this Deed
constitute d approximately 5.3% of the Company's issued and paid-up share
capital, and in the second stage Federmann will sell and transfer to Koor 1, 840
000 ,000 (one million eight hundred and forty thousand ) Ordinary Shares, which
on the date of signing this Deed constitute d approximately 4.5 2.45 % of the
Company's issued and paid-up share capital, subject to and in accordance with
the provisions of this Deed; AND

WHEREAS Koor wishes to purchase and receive from Federmann the Shares Being
Sold, subject to and in accordance with the provisions of this Deed; AND

WHEREAS the performance of this Deed, in both stages Stage 'A' of the
Transaction, is subject to Conditions Precedent as provided below in this Deed;
AND

WHEREAS the Parties wish to set forth their relationship with respect to the
sale and purchase of the Shares Being Sold in the context of this Deed; AND

WHEREAS Koor is interested in the performance of the Transaction contemplated by
this Deed as part of an overall Transaction, in the scope of which Koor will
sell to the Company shares of Tadiran Communications, as set out in the
Elbit-Koor Deed and this Deed.

NOW, THEREFORE, IT IS WARRANTED, PROVIDED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:

1.       Preamble, Appendices and Interpretation

1.1      The preamble and appendices hereto constitute an integral part hereof.

1.2      The clause headings in this Deed are solely for the sake of convenience
         and shall not be applied in the interpretation hereof.

2.       Definitions

2.1      In this Deed, the following terms shall have the meanings herein
         ascribed to them, unless expressly stated otherwise:

         "Elisra"               means Elisra Electronic Systems Ltd., Private
                                Company No. 52-003587-4;

         "General Meeting"      means as defined in the Companies Law, and any
                                adjourned meeting;

         "U.S. Dollar" or "$"   means United States dollars;

         "Company"              means as defined in the preamble hereto;

         "Shareholders
         Agreement"             means the Agreement between Federmann and Koor
                                in the form of Appendix "10.7" hereto, which is
                                to be signed on the signature of this Deed and
                                will enter into effect on the First Closing
                                Date, including its amendments;

         "Stage 'A' Conditions
         Precedent"             means the Conditions Precedent for Stage 'A' of
                                the Transaction, as provided in Appendix
                                "9.2"hereto;

         "Stage 'B' Conditions
         Precedent"             means the Conditions Precedent for Stage 'B' of
                                the Transaction, as provided in Appendix
                                "12.2"hereto;

         "Conditions
         Precedent"             means the Stage 'A' Conditions Precedent and the
                                Stage 'B' Conditions Precedent;

         "Companies Law"        means the [Israel] Companies Law, 5759-1999;

         "Business Day"         means a day on which the two major banks in
                                Israel are open for business, other than Fridays
                                and holiday eves, which shall not betreated as a
                                "Business Day";

         "Koor"                 means as defined in the preamble hereto;

         "First Closing Date"   means the third Business Day after the date on
                                which all the Stage 'A' Conditions Precedent
                                have been fulfilled or such later date as agreed
                                by the Parties, as provided in Clause 20.3
                                below;

         "Elbit-Koor Deed
         First Closing Date"    means the First Closing Date as the term is
                                defined in the Elbit-Koor Deed;

         "Second Closing
         Date"                  means 4 October 2005 or such earlier date as may
                                be agreed in writing by the parties the third
                                Business Day after the date on which all the
                                Stage 'B' Conditions Precedent have been
                                fulfilled or in the event that the Stage 'B'
                                Conditions Precedent are deemed wholly fulfilled
                                in accordance with the provisions of Clause 12.4
                                or 12.5 below, as the case may be, the 14th
                                Business Day after 30th June 2005 or after the
                                date of receiving Koor's notice pursuant to
                                Clause 12.5, as the case may be, or such later
                                date as agreed by the Parties, as provided in
                                Clause 20.3 below;

         "Elbit-Koor Deed
         Second Closing
         Date"                  means the Second Closing Date as the term is
                                defined in the Elbit-Koor Deed;

         "Stage 'A' Completion
         Deadline"              means as defined in Clause 9.1 below;

         "Stage 'B' Completion
         Deadline"              means as defined in Clause 12.1 below;

         "Elbit-Koor Deed
         Stage 'B' Completion
         Deadline"              means the Stage 'B' Completion Deadline as the
                                term is defined in the Elbit-Koor Deed;

         "Confidential
         Information"           means all information relating to the Parties
                                hereto or to the Company, other than (a)
                                information that was in the public domain or
                                came into the public domain otherwise than due
                                to a breach of this Deed and (b) information the
                                disclosure of which is required in accordance
                                with the provisions of law;

         "Ordinary Share" or
         "Ordinary Shares"      means Ordinary Shares of 1 NIS par value each of
                                the Company's issued share capital;

         "Stage 'A' Shares"     mean 2,160,000 (two million one hundred and
                                sixty thousand) Ordinary Shares;

         "Stage 'B' Shares"     mean 1,840000,000 (one million, eight hundred
                                and forty thousand) Ordinary Shares;

         "Shares Being Sold"    means the Stage 'A' Shares and the Stage 'B'
                                Shares;

         "Free and Clear"       means free and clear of any charge, pledge,
                                attachment, levy, debt, lien, claim, right of
                                pre-emption, right of refusal, option, lock-up
                                arrangement or any further or other third party
                                right whatsoever, other than restrictions with
                                respect to the transfer and/or negotiability of
                                shares that are imposed pursuant to U.S.
                                securities law (shares which are not registered
                                under U.S. securities laws);

         "Elisra Transaction"   means a transaction pursuant to which Tadiran
                                Communications will purchase shares constituting
                                at least 70% of Elisra's issued share capital;

         "Federmann"            means as defined in the preamble to this Deed;
                                "Interest" means three-month LIBOR at Bank Leumi
                                Le-Israel B.M., plus annual interest at the rate
                                of 1.5%, compounded every three months;

         "Deed"                 means this Share Transfer Deed together with all
                                the appendices hereto, including its amendments;

         "Elbit-Koor Deed"      means the Share Transfer Deed together with all
                                the appendices thereto made between the Company
                                and Koor on the signature of this Deed, subject
                                to and in accordance with the conditions of
                                which Koor will sell and transfer to the
                                Company, in two stages, 3,944,276 (three million
                                nine hundred forty-four thousand two hundred and
                                seventy-six) Ordinary Shares of 1 NIS par value
                                each of TadiranCommunications, which on the date
                                of signing this Deed constitute approximately
                                32% of Tadiran Communication's issued share
                                capital;

         "Stage 'A' of the
         Transaction"           means as defined in Clause 8.1 below;

         "Stage 'B' of the
         Transaction"           means as defined in Clause 11.1below;

         "Elbit-Koor Deed
         Stage 'A'"             means Stage 'A' of the Transaction contemplated
                                by the Elbit-Koor Deed as the term is defined in
                                the Elbit-Koor Deed;

         "Elbit-Koor Deed
         Stage 'B'"             means Stage 'B' of the Transaction contemplated
                                by the Elbit-Koor Deed as the term is defined in
                                the Elbit-Koor Deed;

         "Tadiran
         Communications"        means Tadiran Communications Ltd. (Private [sic]
                                Company No. 51-207441-0);

         "Stage 'A'
         Consideration"         means US$24.70 (twenty-four U.S. dollars and
                                seventy cents) for each of the Stage 'A' Shares,
                                totaling US$53,352,000 (fifty-three million
                                three hundred and fifty-two thousand U.S.
                                dollars), and insofar as all or part of that
                                amount is actually paid after April 1, 2005,
                                such amount as aforesaid shall be subject to the
                                addition of the Interest from April 1, 2005
                                until the time of actual payment, all subject to
                                the adjustments as provided in Clause 15 below;

         "Stage 'B'
         Consideration"         means US$24.70 (twenty-four U.S. dollars and
                                seventy cents) for each of the Stage 'B' Shares,
                                totaling US$- 45,448,00024,700,000(forty-five
                                twenty-four million four seven hundred and
                                forty-eight thousand U.S. dollars), and insofar
                                as all or part of that amount is actually paid
                                after April 1, 2005, such amount as aforesaid
                                shall be subject to the addition of the Interest
                                from April 1, 2005 until the time of actual
                                payment, all subject to the adjustments as
                                provided in Clause 15 below;

         "Consideration"        means the Stage 'A' Consideration and the Stage
                                'B' Consideration together;

         "Qualification
         Conditions"            means all the requirements in accordance with
                                applicable law and pursuant to the Company's
                                incorporation documents for a person to serve as
                                a director of the Company, including security
                                clearance as required in Israel for the purpose
                                of such service, but excluding the conditions
                                for an Independent Director; "Independent
                                Director" means a director who meets the
                                independence criteria in accordance with U.S.
                                securities law, including the Sarbanes-Oxley Act
                                and the rules and regulations that have been and
                                are in future issued by virtue thereof,
                                including rules of the Nasdaq.

2.2      The following terms shall have the meanings defined in Section 1 of the
         [Israel] Securities Law, 5728-1968: "securities", "company",
         "subsidiary", "acquisition of securities", "holding and acquisition"
         and "control".

2.3      The following terms shall have the meanings defined in Section 1 of the
         Companies Law: "dividend", "director", "external director", "public
         company", "distribution", "bonus shares", "officer", "personal
         interest","transaction", "extraordinary transaction", "act", the
         "Companies Registrar" and "share certificate".

3.       Appendices The following appendices, which constitute an integral part
         hereof, are annexed to this Deed: 3.1 Appendix "9.2"-- the Stage 'A'
         Conditions Precedent;

3.2      Appendix "10.7" --the Shareholders Agreement between Federmann and
         Koor, which is to be signed contemporaneously with the signature of
         this Deed and will enter into effect on the First Closing Date;

3.3      Appendix "12.2" --the Stage 'B' Conditions Precedent.

4.       The Elbit-Koor Deed Contemporaneously with the signing of this Deed,
         the Elbit-Koor Deed is also being signed. The Elbit-Koor Deed and this
         Deed are separate and unrelated deeds, except as expressly provided in
         this Deed. For the avoidance of doubt it is hereby clarified that the
         Company is not a Party to this Deed, and the provisions of the
         Elbit-Koor Deed do not impose any duty on Koor to Federmann or on
         Federmann to Koor that is not expressly provided in this Deed.

5.       The Parties' Warranties and Undertakings The Parties hereby warrant and
         undertake to each other as follows:

5.1      The representations and warranties of the Parties in this Deed are
         solely as provided in this Clause 5 and in Clauses 6 and 7 below, as
         the case may be.

5.2      The Parties' warranties and undertakings as provided in this Clause 5
         and in Clauses 6 and 7 below, as the case may be, will continue to be
         correct, complete and accurate on the First Closing Date and the Second
         Closing Date, and they shall be deemed as having been provided again by
         each of the Parties on both the First Closing Date and on the Second
         Closing Date.

6.       Federmann's Warranties and Undertakings Federmann hereby warrants and
         undertakes to Koor as follows:

6.1      That it is a duly incorporated private company, that its number with
         the Companies Registrar is as appears in the preamble hereto and that
         no actions or proceedings for delisting, liquidation, winding-up,
         receivership or like acts have been taken or are threatened against it.

6.2      That on signing this Deed and until the completion of Stage 'A' of the
         Transaction it is and shall be the sole owner of the Shares Being Sold
         (subject to the Lien), and after the completion of Stage 'A' of the
         Transaction and until the completion of Stage 'B' of the Transaction it
         is and shall be the sole owner of the Stage 'B' Shares (subject to the
         Lien, as will be modified, amended as provided in Clause 10.4 below),
         that it will not grant any person or entity an option or right to
         purchase all or any of the Shares Being Sold, that it has not
         undertaken to grant such an option or right as aforesaid, that no
         person or entity has any right of first refusal or tag-along right in
         connection with all or any of the Shares Being Sold and that on the
         date of signing this Deed it holds 19,915,448 Ordinary Shares.

6.3      That the Shares Being Sold are fully paid and Free and Clear, except
         for a first ranking fixed lien and an assignment by way of charge, of
         unlimited amount, which are registered in favor of Bank Leumi Le-Israel
         B.M. (in this Deed the " Bank ") over the Shares Being Sold and over
         Federmann's rights in the Shares Being Sold (in this Deed the " Lien ")
         and that pursuant to the Lien the Shares Being Sold are held by and
         registered in the name of Bank Leumi Le-Israel Trust Co. Ltd., and that
         on the First Closing Date, upon the Stage 'A' Consideration being
         received in Federmann's Account, the Stage 'A' Shares will be Free and
         Clear and that on the Second Closing Date, upon the Stage 'B'
         Consideration being received in Federmann's Account, the Stage 'B'
         Shares will be Free and Clear.

6.4      That apart from approval by Federmann's General Meeting and board of
         directors, Federmann has no need, including pursuant to its
         incorporation documents and applicable law, in Israel or abroad, to
         obtain any other approvals from any of its organs for the purpose of
         entering into this Deed and performing all its obligations pursuant
         hereto.

6.5      That subject to ratification by Federmann's General Meeting and board
         of directors, the signatories on Federmann's behalf to this Deed and
         the documents ancillary hereto are the persons who are empowered, on
         Federmann's behalf, to sign this Deed and the documents ancillary
         hereto and/or necessary for the performance hereof and to obligate
         Federmann by their signature, and this Deed, together with all its
         terms and conditions, obligates Federmann in all respects.

6.6      That subject to the approval of Federmann's General Meeting and board
         of directors and the fulfillment of the Conditions Precedent, there is
         no legal or other impediment to its entering into this Deed and the
         performance hereof and that this Deed and the performance of its
         obligations pursuant hereto are not contrary to any judgment, order or
         direction of a court, to any contract, understanding or agreement to
         which Federmann is a party, to its incorporation documents or to any
         other obligation of Federmann, whether by virtue of an contract (oral,
         by conduct or written) or by virtue of law.

6.7      That apart from the approval of Federmann's General Meeting and board
         of directors and the Conditions Precedent, all the approvals, consents
         and permits have been obtained and all the necessary proceedings have
         been performed, including with any authorities, government entities or
         any other body, for the purpose of Federmann's entering into this Deed
         and performing its obligations pursuant hereto, including transferring
         the Shares Being Sold to Koor.

6.8      That neither the Company nor any of its subsidiaries is party to any
         transaction or agreement in which Federmann and/or its subsidiaries
         and/or the controlling shareholders and/or officers of Federmann and/or
         the companies controlled by any of them has a personal interest, other
         than (1) payment of remuneration to directors of the Company, in the
         same amounts as paid to the Company's external directors; (2)
         arrangements for the grant of relief, insurance and indemnity by the
         Company to the Company's directors; and (3) apart from, for the
         avoidance of doubt, Federmann's holding of securities of companies
         whose securities are also held by the Company.

7.       Koor's Warranties and Undertakings Koor hereby warrants and undertakes
         to Federmann as follows:

7.1      That it is a duly incorporated public company, that its number with the
         Companies Registrar is as appears in the preamble hereto and that no
         actions or proceedings for delisting, liquidation, winding up the
         receivership or like acts have been taken or are being threatened
         against it.

7.2      That it has the ability and resources to perform its obligations
         pursuant to this Deed in full and on time and that it is in possession
         of the financial resources sufficient for payment of the Consideration
         in full and at the times provided in this Deed.

7.3      That apart from approval by Koor's board of directors, Koor has no
         need, including pursuant to its incorporation documents and applicable
         law, in Israel or abroad, to obtain any other approvals from any of its
         organs for the purpose of entering into this Deed and performing all
         its obligations pursuant hereto.

7.4      That subject to ratification by Koor's board of directors, the
         signatories on behalf of Koor to this Deed and the documents ancillary
         hereto are those who are empowered, on Koor's behalf, to sign this Deed
         and the documents ancillary hereto and/or necessary for the performance
         hereof, and to obligate Koor by their signatures, and this Deed,
         including all its terms and conditions, obligates Koor in all respects.

7.5      That subject to the approval of Koor's board of directors and the
         fulfillment of the Conditions Precedent, there is no legal or other
         impediment to its entering into and performing this Deed and that this
         Deed and the performance of its obligations pursuant hereto are not
         contrary to any judgment, order or direction of a court, to any
         contract, understanding or agreement to which it is a party, to its
         incorporation documents or to any other obligation of Koor, whether by
         virtue of a contract (oral, by conduct or written) or by virtue of law.

7.6      That except for the approval of Koor's board of directors and except
         for the Conditions Precedent, all the approvals, consents and permits
         have been obtained and all the necessary proceedings have been
         performed, including with any authorities, government entities or any
         other body, for the purpose of Koor's entering into this Deed and
         performing its obligations pursuant hereto, including the acquisition
         from Federmann of the Shares Being Sold.

7.7      That subject only to Federmann's warranties and representations in
         Clauses 5 and 6 of this Deed, the Shares Being Sold are being purchased
         in their actual condition, and the actual condition of the Company and
         its assets, and they are "As Is", without any other representations or
         warranties being received from or on behalf of Federmann and that the
         Consideration, as agreed between the Parties, has been fixed having
         regard also to the fact that the purchase is on such a "As Is" basis as
         aforesaid.

8.       Stage 'A' of the Transaction

8.1      On the First Closing Date and subject to the fulfillment of the Stage
         'A' Conditions Precedent by the Stage 'A' Completion Deadline,
         Federmann shall sell and transfer to Koor, on and against payment of
         the full amount of the Stage 'A' Consideration, 2,160,000 (two million
         one hundred and sixty thousand) Ordinary Shares (the Stage 'A' Shares),
         fully paid and Free and Clear, and Koor shall purchase and receive from
         Federmann the Stage 'A' Shares and pay Federmann the full amount of the
         Stage 'A' Consideration (in this Deed " Stage 'A' of the Transaction
         ").

8.2      Furthermore, on the First Closing Date, the Company shall purchase from
         Koor 1,700,000 (one million seven hundred thousand) Ordinary Shares of
         1 NIS par value each of Tadiran Communications, which on the date of
         signing this Deed constitute approximately 13.8% of Tadiran
         Communication's issued share capital, in accordance with the Elbit-Koor
         Deed, which is being signed contemporaneously with this Deed. The
         Elbit-Koor Deed Stage 'A' and Stage 'A' of the Transaction contemplated
         by this Deed shall be performed contemporaneously and Stage 'A' of the
         Transaction (contemplated by this Deed) shall not be performed without
         the Elbit-Koor Deed Stage 'A' being performed.

8.3      For the avoidance of doubt, after the performance and completion of
         Stage 'A' of the Transaction, Stage 'A' of the Transaction will not be
         revoked, even if Stage 'B' of the Transaction is not performed or
         completed for any reason.

9.       The Stage 'A' Completion Deadline and the Stage 'A' Conditions
         Precedent

9.1      In this Deed the " Stage 'A' Completion Deadline " means:

         9.1.1    March 31 April 15 , 2005 [extended by consent in the past] ;
                  or

         9.1.2    if by March 31 April 15 , 2005 [extended by consent in the
                  past] all the Stage 'A' Conditions Precedent have been
                  fulfilled, other than the approval of the [Israel]
                  Commissioner of Restrictive Trade Practices, as provided in
                  Clause 1 of Appendix "9.2" , the Stage 'A' Completion Deadline
                  shall be automatically deferred until May 31, 2005 or to such
                  later date as agreed by the Parties as provided in Clause 20.3
                  below.

9.2      The Stage 'A' Conditions Precedent are provided in Appendix "9.2".

9.3      Should all the Stage 'A' Conditions Precedent not have been fulfilled
         by the Stage 'A' Completion Deadline, this Deed shall be void, except
         for the provisions of Clause 17 hereof, without either of the Parties
         having any complaint and/or claim and/or demand against the other. The
         foregoing provisions of this Clause 9.3 shall not derogate from any
         right or other remedy pursuant to this Deed or by law that is available
         to the Parties with respect to a breach of any of the provisions of
         this Deed (insofar as breached).

10.      The First Closing Date Subject to the Stage 'A' Conditions Precedent
         being fulfilled by the Stage 'A' Completion Deadline, the Parties shall
         meet on the First Closing Date at such place as determined by the
         Parties and the following interdependent acts shall be performed
         contemporaneously:

10.1     Koor shall remit the Stage 'A' Consideration by bank transfer to
         Federmann's bank account at the Bank, the details of which shall be
         provided to it in writing by Federmann by the First Closing Date (in
         this Deed " Federmann's Account "), and confirmation from the Bank that
         the Stage 'A' Consideration has been received in Federmann's Account
         shall be provided to Federmann.

10.2     Federmann shall deliver to the Company a share transfer deed pursuant
         whereto the Stage 'A' Shares are being transferred from Bank Leumi
         Le-Israel Trust Co. Ltd to Federmann, signed by Bank Leumi Le-Israel
         Trust Co. Ltd and Federmann, and the Company shall enter Federmann in
         its shareholder registry as the holder of the Stage 'A' Shares.

10.3     Federmann shall provide Koor confirmation from the Bank, according to
         which the Bank agrees that, on and against receipt of the Stage 'A'
         Consideration in Federmann's Account, it will discharge the Lien from
         the Stage 'A' Shares.

10.4     Federmann shall provide Koor written instructions from the Bank, in the
         Bank's standard form, addressed to the Companies Registrar, pursuant to
         which the Bank applies to the Companies Registrar to amend the Lien to
         the effect that the Lien will be discharged from the Stage 'A' Shares.

10.5     Federmann and Koor shall deliver this Deed to the Company, and
         Federmann shall procure that Koor is entered in the Company's
         shareholder registry as the holder of the Stage 'A' Shares and that
         Koor receives a share certificate from the Company, in the Company's
         standard form, attesting to Koor's ownership of the Stage 'A' Shares.

10.6     Federmann shall provide Koor a copy of the Company's board of
         directors' resolution to the effect that, subject to the performance of
         Stage 'A' of the Transaction, as of the First Closing Date there shall
         be added to the Company's board of directors and serve thereon as a
         director one nominee who shall be nominated for office by Koor and who
         meets the Qualification Conditions. Federmann undertakes that there
         will be a vacancy on the Company's board of directors so that it will
         be possible to add Koor's nominee as aforesaid to the Company's board
         of directors. Koor shall provide Federmann and the Company prior
         written notice of the name of such nominee or of another nominee, as
         nominated by Koor, in his place, and Koor (with Federmann's assistance)
         shall coordinate with the Company's corporate secretary such nominee's
         compliance with the Qualification Conditions, all no later than 14 days
         prior to the earlier of: (1) the Stage 'A' Completion Deadline or (2)
         the First Closing Date. If for any reason it is not possible to appoint
         the nominee nominated by Koor as aforesaid as a director of the
         Company, another nominee nominated by Koor, who meets the Qualification
         Conditions, shall be appointed in his place. Without derogating from
         the foregoing, if the nominee nominated by Koor as aforesaid is not
         added to the Company's board of directors on the First Closing Date,
         Federmann shall call a General Meeting of the Company as soon as
         possible, on the agenda of which shall be the appointment of the
         nominee nominated by Koor as aforesaid as a director of the Company.
         Federmann undertakes to vote in favor of the appointment of the nominee
         nominated by Koor, who was not appointed as aforesaid but does meet the
         Qualification Conditions.

10.7     The Shareholders Agreement, in the form annexed hereto as Appendix
         "10.7", shall become effective. 1

10.8     Federmann shall provide Koor a written declaration, duly signed by
         Federmann, according to which all the warranties and representations of
         Federmann as provided in Clauses 5 and 6 of this Deed are also correct,
         complete and accurate as of the First Closing Date.

10.9     Koor shall provide Federmann a written declaration, duly signed by
         Koor, according to which all the warranties and representations of Koor
         as provided in Clauses 5 and 7 of this Deed are also correct, complete
         and accurate as of the First Closing Date.

10.10    The Elbit-Koor Deed Stage 'A' shall be completed, namely all the acts
         that are to be performed on the Elbit-Koor Deed First Closing Date
         shall be performed, as provided in Clause 10 of the Elbit-Koor Deed.

10.11    Each Party undertakes to do all the acts for which it is responsible
         pursuant to this Clause 10.

10.12    All the acts mentioned above in this Clause 10 shall be deemed as being
         made concurrently, no individual act shall be deemed as completed and
         no individual document shall be deemed as delivered until all the
         concurrent acts have been completed and all the documents have been
         delivered.

11.      Stage 'B' of the Transaction

11.1     On the Second Closing Date:

         11.1.1   subject to the fulfillment of the Stage 'B' Conditions
                  Precedent by the Stage 'B' Completion Deadline; or

         11.1.2   in the event that the Stage 'B' Conditions Precedent are
                  treated as wholly fulfilled in accordance with the provisions
                  of Clause 12.4 below or Clause 12.5 below, as the case may be;
                  On the Second Closing Date, Federmann shall sell and transfer
                  to Koor, on and against payment of the full amount of the
                  Stage 'B' Consideration, 1,840000,000 (one million eight
                  hundred and forty thousand) Ordinary Shares (the Stage 'B'
                  Shares), fully paid and Free and Clear, and Koor shall
                  purchase and receive from Federmann the Stage 'B' Shares and
                  pay Federmann the full amount of the Stage 'B' Consideration
                  (in this Deed "Stage 'B' of the Transaction"). For the
                  avoidance of any doubt, the performance of Stage 'B 'of the
                  Transaction is not conditioned upon any condition precedent,
                  and is not connected in any way or form whatsoever with the
                  Elbit-Koor Deed and/or Stage 'B' of the Elbit-Koor Deed.

11.2     On the Second Closing Date the Company shall purchase from Koor
         2,244,276 Ordinary Shares of 1 NIS par value each of Tadiran
         Communications, constituting approximately 18.2% of Tadiran
         Communication's issued share capital in accordance with the Elbit-Koor
         Deed, which is being signed contemporaneously with this Deed, so that
         Stage 'B' of the Transaction (contemplated by this Deed) and the
         Elbit-Koor Deed Stage 'B' shall be performed contemporaneously, and
         Stage 'B' of the Transaction (contemplated by this Deed) shall not be
         performed without the performance of the Elbit-Koor Deed Stage 'B'.
         This Clause 11.2 shall not apply if Federmann provides notice to Koor
         as provided in Clause 12.1.3 below or Clause 12.1.5 below, as the case
         may be.

12.      REVOKED [including the extension of certain deadlines, in accordance
         with the protocol dated 18 April 2005] The Stage 'B' Completion
         Deadline and the Stage 'B' Conditions Precedent

12.1     In this Deed "the Stage 'B' Completion Deadline" means:

         12.1.1   30th June 2005; or -

         12.1.2   subject to the provisions of Clause 12.1.3 and Clause 12.1.4
                  below, if all the Stage 'B' Conditions Precedent have not been
                  fulfilled by 30th June 2005, the Stage 'B' Completion Deadline
                  shall be automatically deferred until 30th September 2005;

         12.1.3   notwithstanding as provided in Clause 12.1.2 above, it is
                  agreed that Federmann may provide notice to Koor, to be
                  received by Koor by 21st June 2005, that Federmann is not
                  willing to extend the Stage 'B' Completion Deadline as
                  provided in Clause 12.1.2 above, and in such event the Stage
                  'B' Completion Deadline shall be the date specified in Clause
                  12.1.1 above, namely 30th June 2005;

         12.1.4   notwithstanding as provided in Clause 12.1.2 above, if Koor
                  provides notice to the Company as provided in Clause 12.1.3 of
                  the Elbit-Koor Deed, and Federmann does not provide notice as
                  provided in Clause 12.1.3 of this Deed, the Stage 'B'
                  Completion Deadline shall be deferred until April 30, 2006;

         12.1.5   notwithstanding as provided in Clause 12.1.4 above, if Koor
                  provides notice to the Company as provided in Clause 12.1.3 of
                  the Elbit-Koor Deed, Federmann may provide notice to Koor, to
                  be received by Koor within seven Business Days after the date
                  on which Koor's notice is received by the Company as
                  aforesaid, that Federmann is not willing to extend the Stage
                  'B' Completion Deadline as provided in Clause 12.1.4 above,
                  and in such event the Stage 'B' Completion Deadline shall be
                  the date specified in Clause 12.1.2, namely September 30,
                  2005, even if Federmann's notice as aforesaid is provided to
                  Koor after September 30, 2005.

12.2     The Stage 'B' Conditions Precedent are provided in Appendix "12.2".

12.3     Subject to Clauses 12.4 and 12.5 below, should all the Stage 'B'
         Conditions Precedent not be fulfilled by the Stage 'B' Completion
         Deadline, Stage 'B' of the Transaction shall not be performed, the
         provisions in connection with Stage 'B' of the Transaction in this Deed
         shall be deemed null and void and be of no effect and, inter alia,
         Federmann shall not sell to Koor the Stage 'B' Shares and Koor shall
         not pay the Stage 'B' Consideration to Federmann, and neither Party
         shall have any demand, claim or complaint against the other in
         connection with Stage 'B' of the Transaction. It is clarified that the
         provisions of this Clause 12.3 are not such as to derogate from the
         validity of any other provision of this Deed and/or from the effect of
         the Shareholders Agreement, which shall enter into effect on the First
         Closing Date, or to derogate from any other right or remedy pursuant to
         this Deed or by law that is available to the Parties with respect to a
         breach of any of the provisions of this Deed (if and insofar as
         breached).

12.4     Notwithstanding as provided in Clause 12.3 above, it is agreed that if
         the Stage 'B' Completion Deadline is determined in accordance with the
         provisions of Clause 12.1.3 above, and insofar as Koor wishes to
         perform Stage 'B' of the Transaction despite the non-fulfillment of all
         the Stage 'B' Conditions Precedent, Koor may provide written notice to
         Federmann, to be received by Federmann by no later than 30th June 2005,
         that Koor waives the fulfillment of the Stage 'B' Conditions Precedent.
         In such event and provided that all the Conditions Precedent for the
         completion of Stage 'B' detailed in Appendix "12.2" of this Deed, other
         than the Conditions Precedent in Clauses 3 and 4 of Appendix "12.2" ,
         have been fulfilled by the Stage 'B' Completion Deadline, all the Stage
         'B' Conditions Precedent shall be treated as though wholly fulfilled,
         and the Parties shall perform and complete Stage 'B' of the Transaction
         on the Second Closing Date. The foregoing is without the Elbit-Koor
         Deed Stage 'B' being performed and completed at the same time and
         without the provisions of Clause 11.2 above and Clause 13.9 below
         applying and without Clauses 3 and 4 of Appendix "12.2" constituting
         Conditions Precedent for Stage 'B'. The foregoing shall not preclude
         the performance of the Elbit-Koor Deed Stage 'B' pursuant to and
         subject to the provisions of the Elbit-Koor Deed on the Elbit-Koor Deed
         Second Closing Date if and when the Elbit-Koor Deed Stage 'B'
         Conditions Precedent (as defined in the Elbit-Koor Deed) are fulfilled
         by the deadline fixed for their performance in the Elbit-Koor Deed.

12.5     Notwithstanding as provided in Clause 12.3 above, it is agreed that if
         the transaction's Stage 'B' Completion Deadline is fixed in accordance
         with the provisions of Clause 12.1.5 and insofar as Koor wishes to
         perform Stage 'B' of the Transaction despite the non-fulfillment of all
         the Stage 'B' Conditions Precedent, Koor may provide Federmann written
         notice (in this Deed " Koor's Notice Pursuant to Clause 12.5" ), to be
         received by Federmann within seven Business Days after the date on
         which Koor receives Federmann's notice as provided in Clause 12.1.5
         above, that it waives the fulfillment of the Stage 'B' Conditions
         Precedent. In such event and provided that all the Stage 'B' Conditions
         Precedent detailed in Appendix "12.2" of this Deed, other than the
         Conditions Precedent in Clauses 3 and 4 of Appendix "12.2" , have been
         fulfilled by the Stage 'B' Completion Deadline, all the Stage 'B'
         Conditions Precedent shall be deemed as wholly fulfilled and the
         Parties shall perform and complete Stage 'B' of the Transaction on the
         Second Closing Date. The foregoing is without the Elbit-Koor Deed Stage
         'B' being performed D-1-11 and completed at the same time and without
         the provisions of Clause 11.2 above and Clause 13.9 below applying and
         without Clauses 3 and 4 of Appendix "12.2"constituting Conditions
         Precedent for Stage 'B'. The foregoing shall not preclude the
         performance of the Elbit-Koor Deed Stage 'B' pursuant to and subject to
         the provisions of the Elbit-Koor Deed on the Elbit-Koor Deed Second
         Closing Date, if and when the Elbit-Koor Deed Stage 'B' Conditions
         Precedent (as defined in the Elbit-Koor Deed) are fulfilled by the
         deadline fixed for their performance in the Elbit-Koor Deed.

13.      The Second Closing Date Subject to the fulfillment of the Stage 'B'
         Conditions Precedent by the Stage 'B' Completion Deadline or if they
         are deemed as wholly fulfilled in accordance with the provisions of
         Clause 12.4 above or Clause 12.5 above, as the case maybe. On the
         Second Closing Date, the Parties and the Company shall meet on the
         Second Closing Date at such place as determined by the Parties and the
         Company, and they shall perform the following interdependent acts
         contemporaneously:

13.1     Koor shall remit the Stage 'B' Consideration by bank transfer to
         Federmann's Account, and confirmation from the Bank that the Stage 'B'
         Consideration has been received in Federmann's Account shall be
         provided to Federmann.

13.2     Federmann shall deliver to the Company a share transfer deed pursuant
         to which the Stage 'B' Shares are being transferred from Bank Leumi
         Le-Israel Trust Co. Ltd. to Federmann, signed by Bank Leumi Le-Israel
         Trust Co. Ltd. and Federmann, and the Company shall enter Federmann in
         its shareholders registry as the holder of the Stage 'B' Shares.

13.3     Federmann shall provide Koor confirmation from the Bank, according to
         which the Bank agrees that on and against receipt of the Stage 'B'
         Consideration in Federmann's Account, it will discharge the Lien from
         the Stage 'B' Shares.

13.4     Federmann shall provide Koor a letter of instructions from the Bank, in
         the Bank's standard terms, addressed to the Companies Registrar
         pursuant whereto the Bank applies to the Companies Registrar to amend
         the Lien to the effect that the Lien will be discharged from the Stage
         'B' Shares.

13.5     Federmann and Koor shall deliver this Deed to the Company, and
         Federmann shall procure the entry of Koor in the Company's shareholder
         registry as the holder of the Stage 'B' Shares and that Koor receives a
         share certificate from the Company in the Company's standard form
         attesting to Koor's ownership of the Stage 'B' Shares.

13.6     Federmann shall provide Koor a copy of the Company's board of
         directors' resolution that, subject to the performance of Stage 'B' of
         the Transaction, there shall be added to the Company's board of
         directors and serve on it an additional director or directors another
         nominee or such number of other nominees who is or are nominated for
         office by Koor to the effect that after his or their addition to the
         board of directors, the number of the Company's directors who have been
         nominated for office by Koor and meet the Qualification Requirements,
         including the director added to the Board of Directors as provided in
         Clause 10.6 above, shall be the greater of: (1)two directors; or (2)a
         number of directors equal to 20% of the number of the Company's
         directors (including external directors and including the director or
         directors added on Koor's nomination as aforesaid), rounded up to the
         nearest whole number. Said board of directors' resolution shall provide
         that Koor's nominee or nominees as aforesaid shall be added to the
         Company's board of directors on the Second Closing Date. Federmann
         undertakes that there will be sufficient vacancies on the Company's
         board of directors to make the addition of Koor's nominee or nominees
         as aforesaid possible. Koor shall arrange to provide Federmann and the
         Company prior written notice of the name or names of its nominee or
         nominees as aforesaid or of another nominee or other nominees, as
         nominated by Koor in his or their place, and Koor (with Federmann's
         assistance) shall coordinate with the Company's corporate secretary
         those nominees' compliance with the Qualification Requirements, all by
         no later than 14 days prior to the earlier of (i) the Stage 'B'
         Completion Deadline; or (ii)the Second Closing Date. If for any reason
         it is not possible to appoint the nominee or nominees that Koor
         proposes as aforesaid as a director or directors of the Company,
         another nominee or nominees, meeting the Qualification Requirements,
         shall be appointed on Koor's nomination in his or their place. If and
         insofar as according to U.S. securities laws, including the U.S.
         Sarbanes-Oxley Act and the rules and regulations that have been and are
         in future issued by virtue thereof, including the rules of Nasdaq, it
         is required that a majority of the Company's directors be Independent
         Directors, then there shall be appointed as additional directors of the
         Company, on Koor's nomination as aforesaid, such number of nominees who
         fulfill the requirements for Independent Directors, equal to one half
         (50%) of the total number of directors who are elected to office on
         Koor's nomination as provided in Clause 10.6 above and in this Clause
         13.6, that number being rounded up to the nearest whole number.

13.7     Federmann shall provide Koor a written declaration duly signed by
         Federmann that all Federmann's warranties and representations as
         provided in Clauses 5 and 6 of this Deed are also correct, complete and
         accurate as of the Second Closing Date.

13.8     Koor shall provide Federmann a written declaration duly signed by Koor
         that all Koor's warranties and representations as provided in Clauses 5
         and 7 of this Deed are also correct, complete and accurate as of the
         Second Closing Date.

13.9     The Elbit-Koor Deed Stage 'B' shall be completed, namely all the acts
         that are to be performed on the Elbit-Koor Deed Second Closing Date as
         provided in Clause 13 of the Elbit-Koor Deed shall be performed.
         Nevertheless, this Clause 13.9 shall not apply if Federmann provides
         notice as provided in Clause 12.1.3 or as provided in Clause 12.1.5
         above.

14.      Each Party undertakes to perform all the acts for which it is
         responsible pursuant to this Clause 13.109 13.All the acts mentioned
         above in this Clause 13 shall be deemed as being performed
         concurrently, no individual act shall be deemed11 as completed and no
         individual document shall be deemed as delivered until all the
         concurrent acts have been completed and all10 the documents are
         delivered.

15.      Acts And Obligations after the Signature of this Deed

15.1     Immediately after the signature of this Deed, the Parties shall act and
         use their best efforts for the fulfillment of all the Conditions
         Precedent, including obtaining all the certificates, permits and
         consents necessary, as early as possible. In such connection and
         without derogating from the generality of the foregoing, the Parties
         shall apply to every competent authority and to every other entity
         whose approval is necessary for the performance of the transaction
         contemplated by this Deed, in both its stages, they shall submit all
         the applications and deliver all the information, data and particulars
         in their possession, without delay, and act to resolve or avoid a
         disapproval, if any, by the various government authorities in any
         respect relating to or arising out of this Deed.

15.2     It is hereby agreed that the provisions of this Deed are not such as to
         place either of the Parties under a duty to make any payment for the
         fulfillment of the Conditions Precedent or any of them, other than
         official fees and other reasonable expenses (such payment as aforesaid,
         excluding official fees and other reasonable expenses, is hereinafter a
         " Fulfillment Payment "), provided that if a Party to this Deed refuses
         to make a Fulfillment Payment, the other Party may make it for the
         fulfillment of all or any of the Conditions Precedent, provided that
         the first Party shall not be responsible to indemnify the other Party
         in respect of a Fulfillment Payment and the Party that makes the
         Fulfillment Payment shall have no demand, claim or right of recourse
         against the other Party with respect to the making of such payment.

15.3     Without prejudice to the provisions of Clauses 15 and 16 below,
         Federmann hereby undertakes that from the date of signing this Deed
         until the earlier of:

         15.3.1   the Stage 'A' Completion Deadline, if the Stage 'A' Conditions
                  Precedent have not been fulfilled by that time; or

         15.3.2   the Stage 'B' Completion Deadline, if the Stage 'B' Conditions
                  Precedent have not been fulfilled by that time; or

15.4     the Second Closing Date;

15.5     Federmann and/or its subsidiaries and/or the controlling shareholders
         and/or officers of Federmann and/or companies under the control of any
         of them shall not enter into an extraordinary transaction with the
         Company in which any of them has a personal interest, other than the
         transactions contemplated by this Deed and the Elbit-Koor Deed.

15.6     Modifications to the Consideration or the Number of Shares Being Sold

15.7     During the period from the date of signing this Deed until the earlier
         of: (1) the Stage 'A' Completion Deadline, if the Stage 'A' Conditions
         Precedent have not been fulfilled by that time; or (2) the Stage 'B'
         Completion Deadline, if the Stage 'B' Conditions Precedent have not
         been fulfilled by that time; or (3) the Second Closing Date; Federmann
         shall, insofar as it is able, oppose and vote by virtue of all the
         Company's shares that it holds at that time against any resolution that
         concerns: (a) the making of any distribution whatsoever, whether in
         cash, in kind or by a distribution of bonus shares, to the Company's
         shareholders, apart from the distribution of a current dividend in cash
         of not more than $ 0.23 per Ordinary Share in any calendar quarter; (b)
         an rights offering for the acquisition of any securities of the
         Company; (c) any modification to the Company's incorporation documents
         that is such as to affect Koor's rights pursuant to the Company's
         incorporation documents in a way that is prejudicial to Koor in
         comparison with Federmann, all unless Koor's consent is provided
         thereto by written notice to be signed by two officers of Koor without
         any further approval being necessary.

15.8     Insofar as during the period from the date of signing this Deed until
         the First Closing Date or until the Second Closing Date, as the case
         may be, one or more of the following events occurs, despite or in
         accordance with the provisions of Clause 15.1 above, the Consideration
         or number of the Shares Being Sold, as the case may be, shall be
         adjusted in accordance with the following provisions:

         15.8.1   If the Company resolves to make any distribution to its
                  shareholders, the Consideration shall be subject to the
                  deduction of any amount (translated into Dollars at the
                  representative exchange rate on the earlier of the date of
                  actually making the distribution or the First Closing Date or
                  the Second Closing Date, as the case may be) that Federmann
                  will be entitled to receive in respect of the Shares Being
                  Sold (gross) (namely that the record date for its distribution
                  is prior to the First Closing Date or the Second Closing Date,
                  as the case may be).

         15.8.2   If the Company offers its Shareholders rights for the
                  acquisition of any securities, the record date for the
                  exercise of which is prior to the First Closing Date or the
                  Second Closing Date, as the case may be, the Consideration
                  shall be adjusted for the bonus element embodied (if at all)
                  in the rights, unless Koor instructs Federmann in writing
                  prior to the exercise date in respect of those rights to
                  exercise the rights and in such event Federmann shall exercise
                  the rights by virtue of the Shares Being Sold which have not
                  yet been transferred to Koor as at that time, and it shall
                  transfer to Koor, immediately on the occurrence of the earlier
                  of (1) the exercise date or (2) the First Closing Date, or
                  after the Second Closing Date, as the case may be, the
                  securities exercised as aforesaid on and against payment of
                  the whole exercise price paid by Federmann to the Company for
                  the exercise thereof, plus Interest from the date of
                  Federmann's paying the exercise price to the date of actual
                  payment to Federmann by Koor.

         15.8.3   If the Company distributes bonus shares or dividend in kind to
                  its shareholders prior to the First Closing Date or the Second
                  Closing Date, as the case may be, the Consideration shall not
                  be adjusted but the Shares Being Sold shall be subject to the
                  addition of the bonus Shares, Free and Clear, or of assets
                  received as dividend in kind (gross) in respect of the Shares
                  Being Sold, Free and Clear, without Koor being required to pay
                  additional Consideration for them.

         15.8.4   If the Company makes a consolidation, reduction or
                  sub-division of its share capital or does any other act of
                  similar effect, the number of Shares Being Sold shall be
                  adjusted pro rata to the consolidation or sub-division and the
                  Consideration shall not be modified.

16.      Koor's Right to Rescind the Deed

16.1     On the occurrence of one or more of the events set out in Clause 16.2
         below, unless it occurs with Koor's consent, Koor may rescind this Deed
         or any of its the stages of this Deed before it has been completed and
         performed (provided that if one of the events set out in Clause 16.2
         below occurs prior to the performance of Stage 'A' of the Transaction,
         Koor may only rescind this Deed in full). Such rescission shall be
         effected by Koor by written notice, to be received by Federmann within
         10 Business Days of the date on which Koor learns of the occurrence of
         one of the events set out in Clause 16.2 below. Should Koor provide
         such notice of the rescission of this Deed after the completion of
         Stage 'A' of the Transaction, the sale of the Stage 'A' Shares to Koor
         shall not be set aside, Koor shall not return to Federmann the Stage
         'A' Shares and Federmann shall not refund to Koor the Stage 'A'
         Consideration. Nevertheless, all the Parties' other obligations and
         rights pursuant to this Deed and the appendices hereto, except for the
         Shareholders Agreement, shall be void.

16.2     The events are as follows:

         16.2.1   If a temporary or permanent receiver and/or temporary
                  liquidator and/or liquidator and/or trustee is appointed for
                  the Company and/or if a winding-up order and/or receivership
                  order and/or suspension of proceedings order is awarded
                  against it and/or if any of the Company's material assets is
                  attached, provided that such appointment, order or attachment
                  is not set aside within 30 days.

         16.2.2   If the Company enters into merger proceedings as provided in
                  Chapter Eight of the Companies Law or compromise or
                  arrangement proceedings in accordance with Section 350 of the
                  Companies Law or restructuring and/or merger proceedings in
                  accordance with Section 351 of the Companies Law.

16.3     Subject to applicable law, Federmann shall provide written notice to
         Koor of the occurrence of any of the events set out in Clause 16.2
         above, immediately upon its publication.

16.4     The foregoing provisions of this Clause 16 shall not derogate from any
         other right or remedy pursuant to this Deed or by law that is available
         to Koor with respect to a breach of any of the provisions of this Deed
         (if and insofar as breached).

17.      Confidentiality and Notices

17.1     The Parties shall use Confidential Information that comes into their
         possession in connection with this Deed and the Company solely for the
         performance of their obligations pursuant to this Deed, and they shall
         not disclose or transfer in any manner whatsoever Confidential
         Information to any third party, other than to their employees or
         independent advisors and except insofar as required for the fulfillment
         of the Conditions Precedent and insofar as possible by prior
         coordination with the other Party. Without derogating from the
         foregoing, if the transaction contemplated by this Deed is not actually
         implemented, each Party shall return to the other Party hereto all
         Confidential Information that has come into its possession in
         connection with this Deed, if any. This obligation is not limited in
         time and shall continue in force even after the term of this Deed or if
         this Deed is cancelled or rescinded for any reason.

17.2     If and insofar as possible and subject to applicable law and to the
         time periods mandated by law, the Parties shall coordinate in advance
         the wording of every report, communication or notice published by
         either of them in connection with their entering into this Deed, its
         performance and the fulfillment of the terms pursuant hereto.

18.      Taxes and Mandatory Payments

18.1     Unless otherwise provided in this Deed, each Party shall bear the
         mandatory payments and taxes that may be imposed on it by law (if and
         insofar as charged) in respect of the sale or acquisition of the Shares
         Being Sold pursuant to this Deed.

18.2     If any amount payable in accordance with the provisions of this Deed is
         subject to a duty to withhold taxes at source, the tax shall be duly
         withheld by the paying Party unless the recipient Party produces a
         valid tax withholding exemption certificate issued by the tax
         authorities.

18.3     Each Party shall bear its own expenses, including the professional fees
         of its legal advisers in connection with the preparation and
         performance of this Deed.

18.4     If any amount paid by one Party to the other in accordance with the
         provisions of this Deed is subject under applicable law to value added
         tax (VAT), the paying Party shall, at the same time and in the same
         manner as it pays that amount, also pay the VAT at its legal rate on
         and against a duly issued tax invoice.

19.      Entry into Effect

19.1     This Deed shall enter into effect upon the receipt of all the following
         approvals:

         19.1.1   Approval from Federmann's General Meeting and board of
                  directors for it to enter into this Deed and the Shareholders
                  Agreement and for performance thereof by Federmann in
                  accordance with their terms and conditions, including
                  ratification of the signatures of Messrs Michael Federmann and
                  Dov Ninveh to this Deed and the Shareholders Agreement.

         19.1.2   Approval by Koor's board of directors for it to enter into
                  this Deed and the Shareholders Agreement and for performance
                  thereof by Koor in accordance with their terms and conditions,
                  including ratification of the signatures of Messrs Jonathan
                  Kolber and Danny Biran to this Deed and the Shareholders
                  Agreement. Provided that: (1)such approvals as mentioned in
                  Clauses 19.1.1 and 19.1.2 have been obtained by no later than
                  January 6, 2005 by 17:00 hours (in this Clause referred to as
                  the " Effective Date "); (2) by the Effective Date copies of
                  the resolutions of Federmann's General Meeting and board of
                  directors, as mentioned in Clause 19.1.1 above, have been
                  received at Koor's offices jointly with written confirmation
                  from Federmann's attorneys that the said resolutions were duly
                  adopted and Messrs Michael Federmann and Dov Ninveh were
                  together empowered to sign, on behalf of Federmann, this Deed
                  and the documents ancillary hereto or those necessary for the
                  purpose of its performance, and also the Shareholders
                  Agreement, and to obligate it thereunder; and written
                  confirmation from the attorneys of Heris Aktiengesellschaft
                  that the competent organs of Heris Aktiengesellschaft have
                  approved its entering into the Shareholders Agreement and Mr.
                  Michael Federmann has been empowered to sign, on behalf of
                  Heris Aktiengesellschaft, the Shareholders Agreement and
                  obligate it by virtue thereof; (3)by the Effective Date a copy
                  of the resolution of Koor's board of directors, as mentioned
                  in Clause 19.1.2 above, has been received at Federmann's
                  offices, together with written confirmation from Koor's legal
                  counsel that the resolution was duly adopted and Messrs
                  Jonathan Kolber and Danny Biran were together empowered to
                  sign, on Koor's behalf, this Deed and the documents ancillary
                  hereto or those necessary for the purpose of its performance
                  and also the Shareholders Agreement and to obligate it
                  thereunder; and (4)all the approvals, as mentioned in Clause
                  19.1 of the Koor-Elbit Deed, have been obtained by the
                  Effective Date.

19.2     Should all the approvals as mentioned in Clauses 19.1.1 and 19.1.2 not
         have been obtained by the Effective Date, and without derogating from
         the provisions of Clause 20.3 below, this Deed shall automatically
         expire and be null and void, without either of the Parties having any
         complaint, claim or demand against the other.

19.3     This Deed shall become effective, if and insofar as it becomes
         effective, at such time as mentioned in Clause 19.1 above.
         Nevertheless:

         19.3.1   the performance and completion of Stage 'A' of the Transaction
                  are conditional upon the fulfillment of all the Stage 'A'
                  Conditions Precedent by the Stage 'A' Completion Deadline and,
                  except for the obligations in Clauses 14 to 18 above and
                  Clause 20.8 below, neither Party shall be liable to do any act
                  for the performance and completion of Stage 'A' of the
                  Transaction before the fulfillment of all the Stage 'A'
                  Conditions Precedent; and

         19.3.2   the performance and completion of Stage 'B' of the Transaction
                  are conditional upon the fulfillment of all the Stage
                  'B'3.2Conditions Precedent by the Stage 'B' Completion
                  Deadline and, except for the obligations in Clauses 14 to 18
                  above and Clause4 20.8 below, neither Party shall be liable to
                  do any act for the performance and completion of Stage 'B' of
                  the Transaction before the fulfillment of all the Stage 'B'
                  Conditions Precedent. The performance and completion of Stage
                  'B' of the Transaction is not conditioned upon any condition
                  precedent .

20.      Miscellaneous

20.1     This Deed shall be governed by the laws of the State of Israel. Sole
         and exclusive jurisdiction in all respects relating to this Deed shall
         be vested only in the courts of the District Court in the City of Tel
         Aviv-Jaffa, and no other court shall have jurisdiction thereover.

20.2     Any modification, addendum or addition, waiver, extension, concession
         or failure to exercise a right pursuant to this Deed shall only be
         effective if done in an express document signed by all the Parties
         hereto and shall only apply to the case specified in such document and
         shall not derogate from other rights of any Party pursuant to this
         Deed.

20.3     The Parties hereto may extend or reduce any time specified in this Deed
         and waive the performance of any of the provisions of this Deed, either
         once or several times, by written notice signed by two officers of each
         of Federmann and Koor, without any further authority being necessary.

20.4     This Deed fully contains, embodies, merges, expresses and exhausts all
         the understandings of the Parties hereto solely in respect of the
         matters mentioned herein. Any promises, guarantees or agreements,
         whether written or oral, undertakings or representations concerning the
         subject matter of this Deed provided or made by the Parties prior to
         entering into this Deed, orally or in writing, that are not
         specifically expressed herein, shall not be deemed to augment the
         rights and obligations prescribed in this Deed or to derogate from or
         modify them, and the Parties shall not be bound by them, insofar as
         existed, as from the date of this Deed. Without derogating from the
         generality of the foregoing, the documents exchanged between the
         Parties prior to the signature hereof, including the drafts exchanged
         between them, shall have no significance in the interpretation of this
         Deed. For the avoidance of doubt, the terms of the Elbit-Koor Deed
         shall not be applied in the interpretation hereof.

20.5     No conduct by either of the Parties shall be construed as a waiver of
         any of its rights pursuant hereto or by law or as its waiver of or
         acquiescence to any breach or non-performance of a condition of the
         Deed by the other Party or as granting a postponement or extension or
         as a modification, cancellation or addition of any condition, unless
         done expressly and in writing.

20.6     Unless otherwise expressly provided in this Deed, the Parties hereto
         may not assign or transfer their rights or obligations pursuant to this
         Deed to any third party or perform this Deed through any third party,
         unless the other Party's prior written consent has been obtained, and
         nothing in this Deed shall be deemed to vest any right in anyone who is
         not a Party hereto.

20.7     Should either of the Parties not enforce or delay in enforcing any of
         the rights vested in it pursuant to this Deed or by law in a particular
         case or series of cases, such shall not be deemed a waiver of said
         right or of any other rights.

20.8     Subject to the provisions of Clause 14.2 above in connection with the
         Conditions Precedent, the Parties shall cooperate between them in the
         implementation of the provisions of this Deed and they shall assist
         each other insofar as reasonable and necessary and in such connection
         they shall sign every reasonable document, application and approval
         necessary for such purpose.

20.9     Notices pursuant to this Deed shall be provided in writing to the
         Parties' addresses as set out in the preamble hereto or to such other
         addresses of which the Parties may provide notice in accordance with
         the provisions of this Clause. Any notice sent by one Party to the
         other by registered mail shall be deemed to have reached the addressee
         following the passage of three days from the date of being posted, and
         notice delivered in person by 17:00 hours on any Business Day shall be
         treated as received immediately on delivery, or if delivered after
         17:00 hours on any Business Day, it shall be treated as received on the
         first Business Day after its delivery.

20.10    IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT

(signed)

(signed) --------------------------------------------------

KOOR INDUSTRIES LTD.

FEDERMANN ENTERPRISES LTD.

By:Jonathan Kolber

By:Michael Federmann Danny Biran Dov Ninveh

The Conditions Precedent for the Performance of Stage 'A' of the Transaction Set
out below are the Conditions Precedent and approvals required, insofar as
necessary, for the completion of Stage 'A' of the Transaction contemplated by
the Deed of which this Appendix is an integral part ("this Deed") -

1.       Obtaining the [Israel] Commissioner of Restrictive Trade Practices'
         approval of the Parties' contracting pursuant to this Deed and the
         performance of Stage 'A' of the Transaction, provided that the
         Commissioner's disapproval of Stage 'B' of the Transaction is not
         received.

2.       Obtaining all the consents and approvals necessary and the fulfillment
         of all the Conditions Precedent for the Elbit-Koor Deed Stage 'A' to
         become effective, as provided in the Elbit-Koor Deed.

3.       Obtaining the [Israel] Ministry of Defense's approval of the Parties'
         contracting pursuant to this Deed and the performance of all their
         obligations pursuant hereto, including in connection with Stage 'B' of
         the Transaction, all insofar as necessary.

4.       Obtaining the [Israel] Chief Scientist's approval of the Parties'
         contracting pursuant to this Deed and the performance of all their
         obligations pursuant hereto, including in connection with Stage 'B' of
         the Transaction, all insofar as necessary.

5.       Obtaining the [Israel] Investment Center's approval of the Parties'
         contracting pursuant to this Deed and the performance of all their
         obligations pursuant hereto, including in connection with Stage 'B' of
         the Transaction, all insofar as necessary.

6.       Obtaining approval from banks, all insofar as necessary.

In this Appendix 9.2, "approval" means--including an approval that is subject to
conditions but excluding an approval that is subject to conditions that are such
as to materially alter the business activity of Elbit, as existing at the time
of signing this Deed or as may arise in the future in accordance with
resolutions that have been adopted by Elbit prior to signing this Deed, or the
way in which Elbit conducts its business.

Appendix 12.2 Set out below are the Conditions Precedent and approvals required,
insofar as necessary, for the completion of Stage 'B' of the Transaction
contemplated by the Deed of which this Appendix is an integral part ("this
Deed") -

1.       Insofar as necessary, obtaining the [Israel] Commissioner of
         Restrictive Trade Practices' approval of the Parties' contracting
         pursuant to this Deed and the performance of Stage 'B' of the
         Transaction contemplated by this Deed, insofar as such approval is not
         provided in Stage 'A' of the Transaction.

2.       The completion of Stage 'A' of the Transaction contemplated by this
         Deed.

3.       The completion of the Elisra Transaction.

4.       Obtaining all the consents and approvals necessary and the fulfillment
         of all the Koor-Elbit Deed Stage 'B' Conditions Precedent, as provided
         in the Koor-Elbit Deed, except for completion of the Elisra
         Transaction.

In this Appendix 12.2, "approval" means - including an approval that is subject
to conditions but excluding an approval that is subject to conditions that are
such as to materially alter the business activity of Elbit, as existing at the
time of signing this Deed or as may arise in the future in accordance with
resolutions that have been adopted by Elbit prior to signing this Deed, or the
way in which Elbit conducts its business.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>lon441292-f.txt
<DESCRIPTION>EX F - TRANSLATION OF AMENDED SHAREHOLDERS AGMT
<TEXT>

                                                                       Exhibit F
                                                                       ---------

                TRANSLATION OF THE AMENDED SHAREHOLDERS AGREEMENT

                      [TRANSLATED FROM THE HEBREW ORIGINAL]

             [Marked to show changes from 27 December 2004 original]

                             SHAREHOLDERS AGREEMENT

                 Made in Tel Aviv this 27th day of December 2004

                            as amended on 6 July 2005

BETWEEN Koor Industries Ltd. whose address for the purpose of this Agreement is
14 Hamalacha Street, Afek Industrial Park, Rosh Ha'ayin 48091 ("Koor") of the
one part AND

1.       Federmann Enterprises Ltd. ("Federmann Enterprises")

2.       Heris Aktiengesellschaft ("Heris") whose address solely for the purpose
         of this Agreement is 99 Hayarkon Street, Tel Aviv (Federmann
         Enterprises and Heris are hereinafter jointly and severally referred to
         as "Federmann") of the other part (hereinafter the "Parties") WHEREASon
         the date of signing this Agreement Federmann is the holder of
         19,915,448 Ordinary Shares of 1 NIS par value each of Elbit Systems Ltd
         . , a public company whose Shares are traded on the Tel - Aviv Stock
         Exchange and on Nasdaq in the United States (hereinafter the " Company
         "), of which Federmann Enterprises is owner of 16,078,990 Ordinary
         Shares of 1 NIS par value each of the Company and Heris is the owner of
         3,836,458 Ordinary Shares of 1 NIS par value each of the Company (those
         specific Shares and bonus Shares that are in future issued in respect
         of them, if at all, excluding the Koor Shares, as defined below, are
         hereinafter the " Federmann Shares ");

AND WHEREAS in accordance with a -Share Transfer Deed between Federmann
Enterprises and Koor, together with the appendices thereto, including its
amendments, of which this Agreement constitutes Appendix 10.7 (herein the " Deed
of Sale "), Federmann Enterprises and Koor have agreed upon the sale of 4,000
3,160 ,000 ( four three million one hundred and sixty thousand ) Ordinary Shares
of 1 NIS par value each of the Company from Federmann Enterprises to Koor,
subject to various conditions precedent and in two stages, in the first stage
2,160,000 (two million one hundred and sixty thousand) Ordinary Shares of 1 NIS
par value each of the Company being sold to Koor, and in the second stage an
additional 1,840000,000 (one million eight hundred and forty thousand) Ordinary
Shares of the Company being sold to Koor, all subject to and in accordance with
the provisions of the Deed of Sale (the specific Shares that are to be
transferred to Koor from Federmann Enterprises pursuant to the Deed of Sale and
bonus Shares issued in respect of them, if at all, are herein referred to as the
"Koor Shares");

AND WHEREAS the Parties wish to set forth their relationship with respect to
their holdings of the Company's Shares. NOW THEREFORE THE PARTIES HEREBY
WARRANT, PROVIDE AND AGREE BETWEEN THEM AS FOLLOWS:

1.       Preamble and Interpretation

1.1      The preamble and appendices hereto constitute an integral part hereof
         and are as binding as the other terms hereof.

1.2      The Clause headings herein are solely for the sake of convenience and
         are not to be applied in the interpretation hereof.

2.       Definitions

         In this Agreement the following terms shall have the meanings ascribed
         to them, unless expressly stated otherwise:

2.1      "Heris" means Heris Aktiengesellschaft (Company No. 56-002196-6);

2.2      "Independent Director" means a director who meets all the independence
         criteria in accordance with the Foreign Law;

2.3      "Stock Exchange" means the Tel - Aviv Stock Exchange Ltd. or the Nasdaq
         National Market or any other stock exchange on which the Company's
         Shares are listed for trade;

2.4      "External Director" means as defined in the Companies Law;

2.5      "Foreign Law" means the law applicable in the United States regarding
         securities, including the provisions of the Sarbanes Oxley Act and the
         rules and regulations that have been and are in future issued by virtue
         thereof, and including the rules of the Nasdaq National Market;

2.6      "Agreement" means this Agreement together with the appendices hereto ,
         including its amendments ;

2.7      "Company" means Elbit Systems Ltd. (Public Company No. 520043027);

2.8      "First Minimum Quantity" means 3,050,000 (three million fifty thousand)
         Ordinary Shares, together with all bonus Shares that are issued in
         respect of them, if any, and together with all the Shares that are
         issued to Koor by virtue of rights that are vested in Koor solely in
         respect of the Koor Shares in the context of a rights offering of the
         Company to its shareholders, if any, all from the time of signing this
         Agreement;

2.9      "Second Minimum Quantity" means 2,050,000 (two million fifty thousand)
         Ordinary Shares, together with all bonus Shares that are issued in
         respect of them, if any, and together with all the Shares that are
         issued to Koor by virtue of rights that are vested in Koor solely in
         respect of the Koor Shares in the context of a rights offering of the
         Company to its shareholders, if any, all from the time of signing this
         Agreement;

2.10     "Transfer" means a sale, gift, realization of a lien (but not the
         creation of a lien), loan and any other transfer whatsoever of a Share
         and/or any right vested in the Share's owner and/or holder, whether or
         not for consideration and whether voluntary or involuntary;

2.11     "Companies Law" means the [Israeli] Companies Law, 5759-1999;

2.12     "First Minimum Percentage" means 6.45% of the Company's issued share
         capital at the time of computation;

2.13     "Second Minimum Percentage" means 4.32% of the Company's issued share
         capital at the time of computation;

2.14     "Business Day" means a day on which the two major banks in Israel are
         open for business, other than Fridays and holiday eves, which shall not
         be treated as a Business Day;

2.15     "Koor" means Koor Industries Ltd. (Public Company No. 520014143);

2.16     "First Closing Date" means as defined in the Deed of Sale;

2.17     "Second Closing Date" means as defined in the Deed of Sale;

2.18     "Stock Exchange Sale" means a sale in the context of trading on the
         Stock Exchange or a sale in a transaction outside the Stock Exchange by
         means of a distributor to buyers whose identity is unknown to the
         seller or a sale to trust funds in Israel or abroad or to provident
         funds or to provident fund management companies;

2.19     "Koor Shares" means as stated in the preamble hereto;

2.20     "Federmann Shares" means as stated in the preamble hereto;

2.21     "Ordinary Shares", "Shares" or the "Company's Shares" means Ordinary
         Shares of 1 NIS par value each in the Company;

2.22     "Federmann Enterprises" means Federmann Enterprises Ltd. (Private
         Company No. 512278391);

2.23     "Officer" means as defined in the Companies Law;

2.24     "Free and Clear" means free and clear of any charge, pledge,
         attachment, levy, debt, lien, claim, right of pre-emption, right of
         refusal, option, lock-up arrangement or any further or other third
         party right whatsoever, other than restrictions in respect of the
         Transfer and/or negotiability of Shares that are imposed pursuant to
         the Foreign Law (Shares which are not registered under U.S. securities
         laws);

2.25     "Federmann" means as stated in the preamble hereto;

2.26     "Acquisition" means acquisition, purchase, receipt of a gift and any
         receipt of a Transfer, in any way whatsoever, of a Share and/or right
         vested in the owner and/or holder of the Share, whether or not for
         consideration;

2.27     "Deed of Sale" means as stated in the preamble hereto;

2.28     "Direct Control" means Control deriving from holding Shares alone and
         not together with others;

2.29     "Control" means as the term is defined in the [Israel] Securities Law,
         5728-1968;

2.30     "Qualification Conditions" means all the requirements in accordance
         with applicable law and pursuant to the Company's documents of
         incorporation for a person to serve as a director of the Company,
         including security clearance as required in Israel for the purpose of
         such service, but excluding the conditions for an Independent Director.

3.       The Parties' Warranties

3.1      Federmann hereby warrants that Federmann Enterprises is a limited
         company, duly registered in Israel and that Heris is a foreign company,
         duly registered in Liechtenstein.

3.2      Koor hereby warrants that it is a limited company, duly registered in
         Israel.

3.3      Each of the Parties warrants that it is empowered to enter into this
         Agreement and perform all its obligations pursuant hereto and that its
         signatories hereto are duly empowered to obligate it.

3.4      Each of the Parties hereto warrants and undertakes that there is no
         legal impediment and/or no impediment pursuant to its incorporation
         documents and/or applicable law and/or any order or direction of a
         court and/or any contract, understanding or agreement to which it is a
         party, to its entering into this Agreement and performing all its
         obligations pursuant hereto.

3.5      Except as set out in this Agreement, each of the Parties hereby
         warrants that it is in possession of all the approvals and consents
         necessary for the purpose of signing and performing this Agreement.

3.6      Each of the Parties further warrants that it is not a party to any
         agreement, arrangement or obligation that is contrary to and/or impairs
         its ability to perform all its obligations pursuant hereto.

4.       Voting Agreement--Board of Directors

4.1      From the Second Closing Date until such time as Koor's holdings of the
         Koor Shares fall below the First Minimum Percentage or until such time
         as Koor's holdings of the Koor Shares fall below the First Minimum
         Quantity, whichever is earlier, Federmann shall vote by virtue of all
         its holdings in the Company's Shares in favor of the election to the
         Company's Board of Directors of such number of candidates as are
         nominated to office by Koor, which is the greater of: (1)two directors;
         or (2)a number of directors equal to 20% of the number of the Company's
         directors, including External Directors and including the directors who
         are elected as aforesaid in accordance with Koor's nomination, rounded
         up to the nearest whole number. It is hereby agreed that if it is
         required in accordance with the Foreign Law that a majority of the
         Company's directors are Independent Directors, Koor undertakes that at
         least one half of the directors who are elected to office in accordance
         with its nomination as aforesaid, that number being rounded up to the
         nearest whole number, will fulfil the conditions required in respect of
         Independent Directors.

4.2      After the Second Closing Date, from such time as Koor's holdings of the
         Koor Shares fall below the First Minimum Percentage or from such time
         as Koor's holdings of the Koor Shares fall below the First Minimum
         Quantity, whichever is earlier, until such time as Koor's holdings of
         the Koor Shares fall below the Second Minimum Percentage or until such
         time as Koor's holdings of the Koor Shares fall below the Second
         Minimum Quantity, whichever is earlier, Federmann shall vote by virtue
         of all its holdings in the Company's Shares in favor of the election of
         one director who has been nominated by Koor, provided that the
         candidate fulfils all the Qualification Conditions.

4.3      From the First Closing Date until: (i)the Second Closing Date; or
         (ii)to the extent that the Second Closing Date does not occur, until
         such time as Koor's holdings of the Koor Shares fall below the Second
         Minimum Percentage or until such time as Koor's holdings of the Koor
         Shares fall below the Second Minimum Quantity, whichever is earlier;
         Federmann shall vote by virtue of all its holdings in the Company's
         Shares in favor of the election of one director who has been nominated
         by Koor, provided that the candidate fulfils all the Qualification
         Conditions.

4.4      From the First Closing Date, so long as Federmann holds 20% or more of
         the Company's issued share capital and so long as Koor holds the
         Company's Shares, Koor shall vote by virtue of all its holdings in the
         Company's Shares:

         4.4.1    In favor of the election of all the directors of the Company
                  whose candidacy for office has been nominated by Federmann,
                  except for the directors for whose election Federmann has
                  undertaken to vote as provided in Clauses 4.1 or 4.2 or 4.3,
                  as the case may be, except for a candidate who does not fulfil
                  the Qualification Conditions.

         4.4.2    Without derogating from the generality of Clause 4.4.1 above,
                  in favor of the appointment of all the external directors
                  whose candidacy is nominated by Federmann.

         4.4.3    In favor of the appointment of the chairperson of the board of
                  directors who has been nominated for office by Federmann,
                  provided that if at the time of the General Meeting at which
                  the appointment of the chairperson of the Company's board of
                  directors is raised for discussion and vote, Koor is entitled
                  to the restricted right described in Clause 6.3 below, then at
                  the time of the General Meeting there shall serve one of the
                  directors who has been elected to office in accordance with
                  Koor's nomination as provided in Clause 4.1 above, who is
                  nominated by Koor as Vice chairperson of the Company's board
                  of directors.

4.5      In Clauses 4.6 to 4.8 below, "Proposing Party" means the Party on whose
         nomination, as provided in Clauses 4.1 or 4.2 or 4.3 or 4.4 above, a
         particular candidate has been appointed as a director of the Company.

4.6      If a Proposing Party wishes to replace or terminate the office of a
         director elected in accordance with its nomination, the Parties shall
         act, to the extent necessary, to hold a General Meeting of the Company
         and vote in favor of a proposal to remove said director from office and
         in favor of the appointment of another director in his place whose
         candidacy is nominated by the Proposing Party and who fulfils all the
         Qualification Conditions.

4.7      The Parties shall vote against a proposal to remove from office a
         director whose candidacy was nominated by Koor or Federmann, unless the
         Proposing Party otherwise instructs in writing and in advance.

4.8      If the post of a director is vacated for any reason, the Parties shall
         act, to the extent necessary, to hold a General Meeting of the Company
         and vote for the appointment as a director of such candidate as
         nominated by the Proposing Party in place of the director whose post
         has become vacant, provided that such candidate meets all the
         Qualification Conditions.

4.9      Before holding any General Meeting of the Company, on the agenda of
         which is the appointment of directors, notice shall be given by the
         Company or by Federmann to Koor in connection with holding the General
         Meeting and, in accordance with applicable law and the Company's
         incorporation documents, each Party shall give the Company three
         Business Days' prior written notice, with a copy to the other, of the
         candidates nominated by it for the office of a director in the Company,
         as provided in this Clause 4 above.

4.10     Should Koor's holdings of the Koor Shares fall below the First Minimum
         Percentage or should Koor's holdings of the Koor Shares fall below the
         First Minimum Quantity, whichever is earlier, Koor shall use its best
         efforts, subject to applicable law, in order to procure that all the
         directors who have been appointed to office on Koor's nomination as
         provided in Clause 4.1 above, other than one director, will immediately
         resign from their office as directors of the Company.

4.11     Should Koor's holdings of the Koor Shares fall below the Second Minimum
         Percentage or should Koor's holdings of the Koor Shares fall below the
         Second Minimum Quantity, whichever is earlier, Koor shall use its best
         efforts, subject to applicable law, to procure that the director
         appointed to office on its nomination, as provided in Clauses 4.2
         and/or 4.3 above, shall immediately resign from his office as a
         director.

5.       General Voting Agreement

5.1      From the First Closing Date and subject to the provisions of Clause 4
         above, Koor undertakes to vote by virtue of all its holdings in the
         Company's Shares, on every matter and proposed resolution that is put
         to the Company's General Meeting for decision and/or for a resolution
         of the Company's shareholders in any manner whatsoever, in accordance
         with written instructions that are given to it by Federmann at least
         seven Business Days in advance before the time of the relevant General
         Meeting or the time of passing the relevant resolution, as the case may
         be. Solely for the purpose of this Clause 5.1, Koor shall not be deemed
         holder of the Company's Shares that are exclusively owned by related
         private companies that are not companies under Koor's Control and by
         related public companies of Koor. At Federmann's request and subject to
         applicable law, Koor shall make a recommendation to those companies to
         vote in accordance with such instructions as have been given to Koor by
         Federmann as aforesaid.

5.2      The provisions of Clause 5.1 above shall not apply: (i)as regards
         approval by the Company's General Meeting of transactions that are to
         be approved by reason of the fact that Federmann, Federmann's
         controlling shareholders or the officers of any of them have a personal
         interest in them; and (ii)in connection with a proposal to alter the
         Company's Articles of Association that is such as to affect Koor's
         rights in accordance with the Company's Articles of Association in a
         manner that is prejudicial to Koor in comparison with Federmann.

5.3      For the performance of the provisions of Clauses 4 and 5 above, the
         Parties undertake to attend every General Meeting of the Company and do
         all acts necessary, at the times prescribed therefor, so that their
         voting in the General Meeting by virtue of all their holdings in the
         Company will be valid and effective in accordance with applicable law
         and pursuant to the Company's incorporation documents.

6.       Other Non-Transferable Rights

6.1      Koor undertakes to give Federmann written notice immediately after it
         learns that members of Charles Bronfman's family and/or trusts for the
         benefit of Charles Bronfman's family have ceased being Koor's
         controlling shareholders. Federmann may, in its discretion, give
         written notice to Koor within 90 days of the date on which it receives
         Koor's written notice as aforesaid that it has decided to bring to an
         end the additional non-transferable rights set out in Clause 6.3 below
         (the date on which Federmann's written notice is received by Koor being
         referred to below in this Clause as the "Termination Date").

6.2      The provisions of Clauses 6.3 to 6.8 below shall only apply in the
         period between the Second Closing Date and the earlier of the following
         two dates:

         6.2.1    such time as the number of the Koor Shares that are
                  exclusively owned by Koor falls below the First Minimum
                  Percentage or such time as the number of the Koor Shares that
                  are exclusively owned by Koor falls below the First Minimum
                  Quantity, whichever is earlier. For the avoidance of doubt,
                  Shares owned by a person or entity that is not Koor shall not
                  be deemed as Shares that are exclusively owned by Koor, even
                  if Koor is deemed to hold them by virtue of Clause 17.6 below;
                  or

         6.2.2    the Termination Date, as defined in Clause 6.1 above.

6.3      The Parties shall act, subject to applicable law, for the appointment
         of one of the directors who have been elected to office on the
         nomination of Koor as provided in Clause 4.1 above, who shall be
         nominated by Koor, as Vice Chairperson of the Company's Board of
         Directors.

6.4      The Parties shall act, subject to applicable law, so that on every one
         of the Company's Board of Directors' committees there shall be a member
         one of the directors elected for office on Koor's nomination as
         provided in Clause 4.1 above, who shall be nominated by Koor.

6.5      The Parties shall act, subject to applicable law, so that there shall
         be established in the Company a board of directors' committee for
         strategic planning, its members being: one of the directors elected for
         office on Koor's nomination as provided in Clause 4.1 above, who shall
         be nominated by Koor, at least one of the external directors and such
         other directors as determined by the Company's board of directors
         (hereinafter the "Strategic Planning Committee"). The function of the
         Strategic Planning Committee shall be to assist and make
         recommendations to the Company's board of directors on the strategic
         planning of the Company's business activity.

6.6      When the tenure of Mr Joseph Ackerman (hereinafter " Mr. Ackerman ") as
         President and CEO of the Company comes to an end, the Parties shall
         act, subject to the provisions of applicable law, so that the Company's
         board of directors establishes a special search committee, the
         composition of which shall include the Chairperson of the board of
         directors, the Vice Chairperson of the board of directors, a director
         elected to office on the nomination of Federmann as provided in Clause
         4.4.1 above and a director elected to office on the nomination of Koor,
         as provided in Clause 4.1 above (hereinafter the " Search Committee ").
         The Search Committee shall act for 30 days in an attempt to identify a
         candidate for the post of the Company's CEO, who is agreed by all the
         members of the Committee and it shall make a recommendation to the
         Company's board of directors to elect that candidate to the post of the
         Company's CEO. In any event, even if the Search Committee has been
         unable to locate a candidate agreed by all the members of the Search
         Committee within 30 days as aforesaid, the Company's CEO shall be
         elected by the Company's board of directors. For the avoidance of
         doubt, it is clarified that the Company's President and CEO is
         currently Mr Ackerman, and that the Company's board of directors may
         extend Mr Ackerman's tenure as it deems fit, and that the Search
         Committee mentioned above shall not be established for that purpose.

6.7      To the extent requested to do so by Koor, Federmann shall vote in the
         Company's General Meeting by virtue of all its holdings in the Company
         in order to pass a resolution of the Company approving the Company's
         entering into a Registration Rights Agreement with Koor, which will
         vest Koor, so long as it holds 5% or more of the Company's issued share
         capital, with one demand right on the same conditions, mutatis
         mutandis, ("Registration Right") as those detailed in the
         Registration Rights Agreement dated 5 July 2000 among the Company,
         Elron Electronic Industries Ltd. and Federmann (the "Registration
         Rights Agreement"). Federmann hereby undertakes that to the extent
         that pursuant to the Registration Rights Agreement it is vested with
         more than one demand right and to the extent that the Company so
         requires for the purpose of granting the Registration Right to Koor,
         Federmann shall, without any consideration or compensation, relinquish
         one demand right that is vested in it pursuant to the Registration
         Rights Agreement.

6.8      Should officers or controlling shareholders of Federmann serve as
         directors of any subsidiary of the Company, the Parties shall act,
         subject to applicable law, so that the Company also appoints as a
         director of that subsidiary one of the directors of the Company who has
         been appointed to office on Koor's nomination as provided in Clause 4
         above. The foregoing shall not apply if there is any legal restriction
         to the appointment of more than one director, who is a director of the
         Company, to the subsidiary's board of directors as aforesaid.

7.       For the avoidance of doubt, it is clarified that the rights granted to
         Koor pursuant to Clause 6 above, in all its sub-clauses, are personal
         (non-transferable) rights that are not attached to the Koor Shares that
         are held by Koor. Said rights are not assignable and/or transferable to
         any third party, either together with a Transfer of all or any of the
         Koor Shares in the Company or otherwise.

8.       Restrictions on Transfer of Shares

8.1      From the First Closing Date, Koor shall not Transfer all or any of the
         Koor Shares, including in the event of a forced sale due to
         receivership, execution proceedings or winding-up proceedings, except
         subject to and in accordance with the provisions of Clauses 10, 11 and
         12 below.

8.2      From the First Closing Date, Federmann shall not Transfer all or any of
         the Federmann Shares, including in the event of a forced sale due to
         receivership, execution proceedings or winding-up proceedings, except
         subject to and in accordance with the provisions of Clauses 9 and 12
         below.

9.       Koor's Tag-Along Right on a Sale of the Federmann Shares

9.1      Should Federmann wish to Transfer any of the Federmann Shares that
         constitute more than half the Federmann Shares that are held by
         Federmann for the time being to a third party (in this Clause 9 the
         "Third Party"), Federmann shall provide Koor written notice detailing
         the number of Shares that it intends to Transfer to the Third Party (in
         this Clause "the Offered Shares"), the identity of the Third Party,
         the identity of all the Third Party's ultimate interested parties or,
         to the extent that the Third Party wishes to receive a Transfer of the
         Offered Shares indirectly through a trustee and/or another person
         and/or another entity in any manner whatsoever, the identity of every
         such trustee and other person and entity as aforesaid and the identity
         of the third party beneficiary and all its ultimate interested parties,
         the number of Shares that are held by Federmann at the time of giving
         the notice, all to the level of detail for which the Company and/or the
         Third Party would be obligated, in accordance with Israeli securities
         laws, for reporting the identity of the said entities and persons, were
         the Third Party an interested party in the Company, and the
         consideration that the Third Party has undertaken to pay Federmann for
         the Offered Shares, the payment terms and all the other material
         conditions of the transaction, including the transaction's conditions
         precedent (hereinafter in this Clause the " Sale Notice ").

9.2      By the end of a period of 7 Business Days starting on the date of
         Koor's receipt of the Sale Notice (hereinafter the "Tag-Along Notice
         Period"), Koor may provide Federmann written notice that it wishes to
         sell to the Third Party the Koor Shares that it holds at that time or a
         portion thereof together with the Offered Shares and at the price and
         on the payment terms and other conditions specified in the Sale Notice
         (in this Clause 9 the "Tag-Along Notice"). In the Tag-Along Notice,
         which will be provided during the Tag-Along Notice Period, Koor shall
         specify the quantity of Shares, solely out of the Koor Shares, that
         Koor wishes to sell the Third Party as aforesaid.

9.3      Should Koor provide a Tag-Along Notice during the Tag-Along Notice
         Period, Federmann shall be entitled to Transfer its Shares to the Third
         Party, provided that the Third Party also purchases from Koor, at the
         price and on the payment terms and other conditions specified in the
         Sale Notice, and at the same time, the Koor Shares specified by Koor in
         the Tag-Along Notice. If the number of Offered Shares, together with
         the number of the Koor Shares specified in the Tag-Along Notice,
         exceeds the quantity of Shares that the Third Party is willing to
         purchase, the quantity of Shares that is purchased by the Third Party
         shall be apportioned pro rata between Federmann and Koor in the ratio
         between the number of the Federmann Shares that are held by Federmann
         prior to completing the Share Transfer to the Third Party and the
         number of the Koor Shares that are held by Koor prior to completing the
         Share Transfer to the Third Party.

9.4      Should Koor not provide a Tag-Along Notice during the Tag-Along Notice
         Period, Federmann may Transfer the Offered Shares to the Third Party
         for consideration and on payment terms and other conditions no better
         to Federmann than those detailed in the Sale Notice, provided that an
         Agreement for the Transfer of the Offered Shares is signed by Federmann
         and the Third Party within 30 Business Days of the end of the Tag-Along
         Notice Period and the Transfer of the Offered Shares pursuant thereto
         is completed within 180 days of the end of the Tag-Along Notice Period,
         all subject to the provisions of Clauses 12.1 to 12.3 below.

9.5      For the avoidance of doubt, to the extent that a transaction for the
         Transfer to the Third Party of the Offered Shares is not signed by the
         expiration of 30 Business Days from the end of the Tag-Along Notice
         Period or the transaction for the Transfer of the Offered Shares is not
         completed within 180 days of the end of the Tag-Along Notice Period,
         Federmann may only Transfer the Offered Shares after again providing a
         Tag-Along Notice to Koor as provided above in this Clause 9.

9.6      For the purpose of the foregoing provisions of Clause 9, there shall be
         deemed as a single Transfer (1) a number of transactions for the
         Transfer of Shares that are effected with a single Third Party during a
         six-month period and for such purpose a "Transaction for the Transfer
         of Shares" includes the grant, Transfer or sale of any option or right
         to acquire or receive Shares; and the "Single Third Party" includes any
         related company (as defined in the Securities Law, 5728-1968) of the
         Third Party and any interested party (as defined in the Securities Law,
         5728-1968) in any of them and includes anyone acting with the Third
         Party, in cooperation under an agreement, whether written or oral, and
         also (2) a transaction for the Transfer of Shares (as defined above) in
         the scope of which there are Transferred in any manner
         whatsoever--including as a result of a Transfer of Control in Heris
         from Federmann Enterprises to a Third Party or Third Parties and/or in
         other subsidiaries of Federmann from Federmann to any Third Party or
         Third Parties and/or a Transfer of actual economic control of the
         Federmann Shares that are owned by Heris and/or other subsidiaries of
         Federmann from Federmann to any Third Party or Third Parties--Shares of
         Federmann, from Federmann to any Third Party or Third Parties, in a
         percentage of more than 50%of the Federmann Shares that are then held
         by Federmann.

9.7      For the avoidance of doubt, the foregoing shall not preclude Federmann
         from entering into an agreement to Transfer the Offered Shares to the
         Third Party before giving the Sale Notice, provided that such does not
         preclude Koor from tagging along in the sale of the Offered Shares to
         the Third Party in accordance with the provisions of this Clause 9.

9.8      Without derogating from and in addition to the provisions of Clause
         9.6, the provisions of Clauses 9.1 to 9.7 above shall not apply, and
         Koor shall not have a Tag-Along Right, in respect of a Transfer of any
         of the Federmann Shares from Federmann Enterprises to Heris and vice
         versa. Nevertheless, if Federmann Enterprises sells Control of Heris
         and at the time of the sale Heris holds more than 50% of the Federmann
         Shares, Federmann shall grant Koor the Tag-Along Right as provided in
         Clauses 9.1 to 9.7 above, mutatis mutandis. To the extent that at the
         time of the Transfer of Control of Heris, Heris holds other assets, in
         addition to the Federmann Shares, the value of the Federmann Shares
         that are held by Heris at that time shall be determined by an appraiser
         agreed between the Parties, and in the absence of such agreement, then
         by the chairperson of the accounting firm of Somekh Chaikin (KPMG), who
         may also appoint himself.

9.9      It is agreed that the foregoing provisions of Clauses 9.1 to 9.8 shall
         not apply and Koor's Tag-Along Right shall expire from such time as
         Koor's holdings of the Koor Shares fall below the Second Minimum
         Percentage or from such time as Koor's holdings fall below the Second
         Minimum Quantity, whichever is earlier.

10.      Non-Transfer of Shares by Koor Koor shall not Transfer the Koor Shares
         or any of them during the period commencing on the date of signing this
         Agreement and ending at the later of the following two dates:

10.1     on the expiration of 12 months after the First Closing Date; or

10.2     if the performance of Stage 'B' of the Transaction pursuant to the Deed
         of Sale is completed--the expiration of nine months after the Second
         Closing Date; (hereinafter the "Prohibited Sales Period").

11.      Federmann's Right of First Refusal

11.1     Subject to the provisions of Clause 10 above and Clause 12 below, if
         Koor wishes to Transfer any of the Koor Shares to a Third Party, it may
         only do so if it first enters into an agreement with a specific Third
         Party for the Transfer of those Shares, the agreement being subject to
         the Right of First Refusal vested in Federmann pursuant to this
         Agreement, and subject to the following provisions. Koor shall provide
         Federmann written notice within 2 Business Days of entering the
         agreement with the Third Party, in which it shall notify Federmann that
         it has entered into a binding agreement for the Transfer of Shares from
         the Koor Shares to a Third Party (in this Clause 11 the "Third Party"),
         subject to the Right of First Refusal vested in Federmann pursuant to
         this Clause 11, and in the notice it shall detail the number of Shares
         that it has undertaken to Transfer to the Third Party (in this Clause
         the "Offered Shares"), the identify of the Third Party and the identity
         of all the Third Party's ultimate interested parties or to the extent
         that the Third Party wishes to receive a Transfer of the Offered Shares
         indirectly through a trustee and/or other person and/or entity in any
         manner, then the identity of every such trustee and other person and
         entity as aforesaid, the identity of the Third Party beneficiary and of
         all its ultimate interested parties, the number of the Shares held by
         the Third Party on the date of providing the notice, all to the same
         level of detail for which the Company and/or the Third Party would be
         obligated, in accordance with Israeli securities laws, for reporting
         the identity of the said entities and persons, were the Third Party an
         interested party in the Company, and the consideration that the Third
         Party has under taken to pay to Koor for the Offered Shares (which
         shall only be cash consideration),the payment terms and all the other
         material conditions of the transaction, including all the conditions
         precedent of the transaction (hereinafter in this Clause the "Sales
         Notice").

11.2     Until the end of a period of 21 Business Days commencing on the date of
         Federmann's receipt of the Sales Notice (hereinafter in this Clause 11
         the "Acceptance Notice Period"), Federmann may give Koor written notice
         that it has decided to purchase the Offered Shares for the
         consideration and on the payment terms and other conditions detailed in
         the Sales Notice (hereinafter the "Acceptance Notice").

11.3     In the event of Acceptance Notice being provided, Koor shall Transfer
         to Federmann and Federmann shall take a Transfer from Koor of all the
         Offered Shares, Free and Clear, for the consideration and on the terms
         and conditions detailed in the Sale Notice, within 7 Business Days of
         the date on which all the approvals and permits necessary for such
         transaction as aforesaid in accordance with applicable law are obtained
         and in any event not later than the expiration of 60 days from the date
         the Acceptance Notice is provided (hereinafter the "Completion
         Period"). The Parties shall cooperate in order to obtain all the
         approvals and permits necessary for the transaction as aforesaid as
         soon as possible.

11.4     Should Federmann not provide Koor an Acceptance Notice in writing by
         the end of the Acceptance Notice Period or should Federmann provide an
         Acceptance Notice but the transaction mentioned in Clause 11.3 above
         not be completed by the end of the Completion Period other than due to
         a breach of this Agreement by Koor, Koor may Transfer the Offered
         Shares to the Third Party for the consideration and on the payment
         terms and other conditions detailed in the Sales Notice, provided that
         the transaction for the sale to the Third Party of the Offered Shares
         is completed by the expiration of 120 days from the end of the
         Acceptance Notice Period or from the end of the Completion Period, as
         the case may be (hereinafter the " Maximum Sales Period "), all subject
         to the provisions of Clauses 12.1 to 12.3 below.

11.5     For the avoidance of doubt, should the transaction for the sale of the
         Offered Shares to the Third Party not be completed by the end of the
         Maximum Sales Period, Koor may only Transfer the Offered Shares after
         again providing a Right of First Refusal to Federmann as provided above
         in this Clause 11.

11.6     From the end of the Prohibited Sales Period, the provisions of Clauses
         11.1 to 11.5 above shall not apply with respect to a Stock Exchange
         sale of the Koor Shares by Koor in aggregate quantities not exceeding
         in any 12-month period 2% of the Company's issued share capital.

11.7     Notwithstanding the provision of Clause 11.6 above, Koor may not
         Transfer, pursuant to Clause 11.6 above, in the aggregate, more than
         950 300 ,000 of the Koor Shares that are held by it:

         11.7.1   1unless Federmann Transfers any more than 650,000 of the
                  Federmann Shares, except on a Transfer subject to Koor's
                  Tag-Along Right pursuant to Clause 9 above, and except for a
                  Transfer to a person or entity, the Shares held by which are
                  deemed as held by Federmann in accordance with the provisions
                  of Clause 17.6 below; or

         11.7.2   unless the quantity of the Federmann Shares together with the
                  Koor Shares falls below 45% of the Company's issued share
                  capital, other than as a result of a breach of this Agreement
                  by Koor.

12.      Transfer of Shares and Obligations Pursuant to the Agreement Without
         derogating from the other provisions of this Agreement, including
         Clause 7 above, it is agreed that on any Transfer of the Federmann
         Shares by Federmann that is subject to Koor's Tag-Along Right under
         Clause 9 above, and on any Transfer of the Koor Shares by Koor that is
         subject to Federmann's Right of First Refusal under Clause 11 above
         (hereinafter in this Clause 12 the "Shares Being Transferred", and Koor
         and Federmann being respectively the "Transferor Party"), the following
         provisions shall apply:

12.1     If the Transferor Party wishes to Transfer all the Federmann Shares or
         all the Koor Shares, as the case may be, the Transferor Party may not
         do so and such a Transfer shall be ineffective unless the Transferor
         Party Transfers and assigns to the transferee the Shares Being
         Transferred (in this Clause 12 the "Purchaser"), together with the
         Transfer of the Shares Being Transferred, all the rights and
         obligations of the Transferor Party pursuant to this Agreement, and the
         Purchaser and the Transferor Party so confirm in writing to the other
         Party as provided in Clause 12.3 below. On completion of the assignment
         and Transfer of all the Transferor Party's rights and obligations as
         aforesaid, the Transferor Party shall cease being a Party to this
         Agreement and shall be succeeded by the Purchaser.

12.2     If the Transferor Party wishes to Transfer only a portion of the
         Federmann Shares or only a portion of the Koor Shares, as the case may
         be, then the Transferor Party may not do so and such a Transfer shall
         be ineffective, unless, together with the Transfer of the Shares being
         Transferred, the Purchaser assumes all the obligations of the
         Transferor Party jointly and severally with the Transferor Party and
         confirms said obligation in writing to the other Party as provided in
         Clause 12.3 below. For the avoidance of doubt, it is clarified that the
         Transferor shall continue to be entitled as against the other Party to
         all the rights vested in the Federmann Shares or the Koor Shares, as
         the case may be, that are held by it.

12.3     In the event that Koor is the Transferor Party, Koor shall provide
         Federmann, together with the Sales Notice as mentioned in Clause 11.1
         above, the written confirmation of Koor and the Purchaser as provided
         in Clause 12.1 above or the written confirmation of the Purchaser as
         provided in Clause 12.2 above, as the case may be, duly signed by the
         Purchaser and/or Koor, as the case may be. In the event that Federmann
         is the Transferor Party, Federmann shall provide Koor, within 2
         Business Days of signing an agreement with the Purchaser for the
         Transfer of the Offered Shares, as provided in Clause 9.4 or Clause 9.7
         above, the written confirmation of the Purchaser, as provided in Clause
         12.1 above or the written confirmation of Federmann and the Purchaser,
         as provided in Clause 12.2 above, as the case may be, duly signed by
         the Purchaser and/or Federmann, as the case may be.

12.4     In addition to the foregoing, even in a case or cases in which
         Federmann Transfers any of the Federmann Shares that are held by it,
         the Transfer of which is not subject to Koor's Tag-Along Right pursuant
         to Clause 9 above, Federmann may, if it so desires, assign and Transfer
         its obligations pursuant to this Agreement or any of them so that the
         transferee of the Shares and Federmann shall be jointly and severally
         liable to Koor for all the obligations pursuant to this Agreement or a
         portion of them, in such proportion as determined between Federmann and
         the transferee of the Shares. For the avoidance of doubt, Federmann may
         exercise its right to assign and Transfer all or any of its obligations
         as provided in this Clause 12.4 together with a Transfer of any of the
         Federmann Shares, once or several times, in its discretion.

13.      Limitation on Restrictions and Rights The limitations imposed with
         respect to a Share Transfer and the rights vested in the Parties in
         connection with a Share Transfer pursuant to Clauses 9 to 12above only
         apply to the Federmann Shares and the Koor Shares, and those
         limitations and rights shall not apply with respect to other Shares in
         the Company that may be held by Federmann or Koor, as the case may be.

14.      Tag-Along Right to Purchase Should a Party to this Agreement (in this
         Clause 14 the "Purchasing Party") directly or indirectly, including
         through subsidiaries and/or any trustee, acquire Shares of the Company
         for total consideration in excess of US$ 25million (in this Clause 14
         the "Purchased Shares") from a Single Third Party, as defined in Clause
         9.6 above (in this Clause 14the "Seller"), whether or not on the Stock
         Exchange (in this Clause 14 the "Purchase Transaction"), the other
         Party to the Agreement (in this Clause 14 the "Other Party") shall have
         a right to tag along on such Acquisition as aforesaid, on the terms of
         the Purchase Transaction, and to acquire a portion of the securities
         that are being purchased (in this Clause 14 the "Purchase Tag-Along
         Right") in accordance with the provisions set out below:

14.1     The Purchasing Party shall provide the other Party written notice
         within 3 Business Days of the completion of the Purchase Transaction,
         detailing the terms of the Purchase Transaction that it has made,
         including the quantity of additional Shares, the price (which shall
         only be cash consideration), the payment terms, the Seller's identity
         and every other material condition (in this Clause 14 the "Seller's
         Notice").

14.2     Within 14 Business Days of receiving the Purchaser's notice, the Other
         Party shall give the Purchasing Party written notice if it is tagging
         along in the Purchase Transaction and of the quantity of Shares, out of
         the additional Shares, that it wishes to purchase, not exceeding such
         quantity the ratio between which it and the rest of the additional
         Shares is equal to the ratio: (i) if Koor is the Other Party--between
         the Koor Shares that are held by Koor on the date the Purchaser's
         notice is given and the Federmann Shares that are held by Federmann on
         the date the Purchaser's notice is given; (ii) if Federmann is the
         Other Party--between the Federmann Shares that are held by Federmann on
         the date the Purchaser's notice is given and the Koor Shares that are
         held by Koor on the date the Purchaser's notice is given.

14.3     Should the Other Party give the Purchasing Party Tag-Along notice at
         such time as mentioned in Clause 14.2 above, the Purchasing Party shall
         Transfer to the Other Party Shares of the Company in the quantity
         specified in the Tag-Along notice, Free and Clear, for the
         consideration and on the terms detailed in the Purchaser's notice, all
         within 7 Business Days of the date of giving the Tag-Along notice.

15.      Term of the Agreement and Effect of the Agreement

15.1     This Agreement shall take effect on the First Closing Date. Should
         Stage 'A' of the Transaction (as the term is defined in the Deed of
         Sale) not be performed and completed by the end of 3 Business Days
         after the Stage 'A' Completion Deadline (as defined in the Deed of
         Sale), then this Agreement shall be null and void and ineffective,
         without either of the Parties having any claim, complaint or demand
         against the other.

15.2     This Agreement shall be in effect until the end of a period of 15 years
         from the date on which it enters into effect as provided in Clause 15.1
         above or until such time as Federmann's holdings of the Federmann
         Shares together with Koor's holdings of the Koor Shares fall below 25%
         of the Company's issued share capital, whichever is the earlier.

15.3     For the avoidance of doubt, it is clarified that this Agreement shall
         not come to an end if Koor or Federmann ceases to hold Koor Shares or
         the Federmann Shares, as the case may be, if together with a Transfer
         of the remainder of the Federmann Shares or the Koor Shares, as the
         case may be, the Transferor Party (as defined in Clause 12 above)
         Transferred and assigned all its rights and obligations pursuant to
         this Agreement to the Purchaser (as defined in Clause 12 above), and
         the provisions of this Agreement shall continue to apply and obligate
         the Purchaser and the Other Party.

16.      Koor's Withdrawal from the Controlling Interest

16.1     Koor may at any time from October 1, 2008, provide written notice to
         Federmann in which it shall inform Federmann of Koor's desire to bring
         to an end its rights and obligations pursuant to Clauses 4, 6 (if Koor
         is entitled to rights pursuant to Clause 6 at that time), 7, 8, 9, 10,
         11 (except for Clauses 11.6 and 11.7), 12, 13 and 14 of this Agreement
         (hereinafter in this Clause 16 the "Revoked Clauses"), and on the
         expiration of 6 months from the date on which Federmann is given Koor's
         written notice as aforesaid (hereinafter in this Clause 16 the
         "Expiration Date"), all the Parties' rights and obligations pursuant to
         the Revoked Clauses shall expire so that the sole rights and
         obligations that will continue to obligate and entitle the Parties
         pursuant to this Agreement shall be the rights and obligations in
         Clause 5 above and this Clause 16, all without prejudice to either of
         the Party's rights to any relief in respect of a breach of any of the
         provisions of the Revoked Clauses that occurred prior to the Expiration
         Date.

16.2     Should such notice be given by Koor and to the extent that Federmann so
         wishes, the Parties shall discuss the possibility of Koor's Shares that
         are held by Koor at that time being acquired by Federmann, alone or
         together with others, without the provisions of this Clause being such
         as to obligate either of the Parties to enter into such a purchase
         agreement or to permit Koor to Transfer the Koor Shares otherwise than
         in accordance with the provisions of Clauses 16.3 and 16.4 below.

16.3     As from the Expiration Date, Koor may Transfer all or any of the Koor
         Shares that are held by it in any way, either by a Stock Exchange sale
         or otherwise, including a distribution in kind to its shareholders,
         subject nevertheless to Federmann's Right of First Offer as provided in
         Clause 16.4 below or in accordance with the provisions of Clauses 11.6
         and 11.7 above.

16.4     Federmann's Right of First Offer 16.4.1As of the Expiration Date, Koor
         may not Transfer any of the Koor Shares unless it first gives Federmann
         written notice detailing the quantity of the Koor Shares that it wishes
         to transfer (hereinafter the " Offered Shares ").

         16.4.1   Federmann may, but is not required to, within 14 Business Days
                  of receiving Koor's notice as aforesaid (hereinafter in this
                  Clause 16.4 the "Offer Period"), provide Koor written notice
                  (hereinafter in this Clause 16.4 "Federmann's Notice"),
                  informing Koor that it wishes to purchase from Koor the
                  Offered Shares or the portion of them as specified by
                  Federmann in Federmann's Notice (hereinafter in this Clause
                  16. the "Shares for Purchase") and the price per Share that
                  it is willing to pay for those Shares (hereinafter in this
                  Clause 16.4 the "Price Offered").

         16.4.2   Within 7 Business Days of Koor's receiving Federmann's Notice,
                  Koor shall provide Federmann written notice (hereinafter in
                  this Clause 16.4 the "Koor's Notice") if it agrees or if it
                  does not agree to Transfer to Federmann the Shares for
                  Purchase at the Price Offered. Should Koor inform Federmann in
                  Koor's Notice that it agrees to Transfer to Federmann the
                  Shares for Purchase at the Price Offered, Koor shall Transfer
                  to Federmann and Federmann shall accept from Koor a Transfer
                  of the Shares for Purchase, and Federmann shall pay Koor the
                  Price Offered, all by the expiration of 21 Business Days from
                  the date Koor's Notice is received by Federmann (hereinafter
                  in this Clause 16.4 the "Completion Period").

         16.4.3   Should Koor inform Federmann in Koor's Notice that it does not
                  agree to Transfer to Federmann the Shares for Purchase at the
                  Price Offered, Koor may Transfer the Shares for Purchase to a
                  Third Party or Third Parties, but only at a price greater than
                  the Price Offered on the same or more favorable payment terms
                  to Koor than those specified in Clause 16.4.3 above, without
                  any further obligation of Koor, all within 90 Business Days of
                  the date Koor's Notice is given. For the avoidance of doubt,
                  to the extent that the Shares for Purchase have not been
                  Transferred by Koor to a Third Party as aforesaid within 90
                  Business Days of the date of Koor's notice being provided,
                  Koor may only Transfer the Shares for Purchase after again
                  providing Federmann the Right of First Offer as provided in
                  this Clause 16.4.

         16.4.4   Should Federmann not provide Federmann's Notice within the 14
                  Business Days mentioned in Clause 16.4.2 above or should
                  Federmann state in Federmann's Notice that it wishes to
                  acquire only some of the Offered Shares or if the Transfer of
                  the Shares for Purchase has not been completed by the end of
                  the Completion Period, otherwise than due to a breach of
                  contract by Koor, Koor may, within 90 Business Days of the
                  date on which Koor's Notice was provided as provided in Clause
                  16.4.3 above or from the end of the Completion Period, as the
                  case may be, sell the Offered Shares (if Federmann's Notice
                  has not been provided as aforesaid) or that portion of them
                  that are not included in the Shares for Purchase (if
                  Federmann's Notice is provided with respect to only a portion
                  of the offered Shares).

         16.4.5   For the purpose of Clauses 16.4.3 and 16.4.5 above, a Transfer
                  of Shares by means of their distribution as a dividend in kind
                  by Koor to its shareholders shall be deemed as a Transfer of
                  Shares that is made on the date determining the rights to
                  receive the dividend in kind by Koor's shareholders, and such
                  Transfer as aforesaid shall be deemed as though made at the
                  average closing price of the Company's shares on the Tel Aviv
                  Stock Exchange in the 12 trading days before and in the 12
                  trading days after the date of giving Koor's written notice as
                  provided in Clause 16.4.1 above.

17.      Miscellaneous

17.1     This Agreement may be signed in several separate copies and each copy
         signed by one of the Parties shall be treated as an original and all
         together they shall be treated as a single, complete document.

17.2     No conduct by either of the Parties shall be deemed a waiver of any of
         its rights pursuant to this Agreement or by law or as its waiver of or
         acquiescence to in any breach or non-performance of any condition,
         unless the waiver, acquiescence, postponement, modification,
         cancellation or addendum has been done expressly and in writing.

17.3     This Agreement contains, embodies, merges and expresses all the terms
         and conditions agreed between the Parties on the matters mentioned
         herein. Any promises, guarantees, agreements, whether written or oral,
         undertakings or representations on the matters mentioned in this
         Agreement that were given or made by the Parties prior to the making of
         this Agreement that have not found specific expression herein shall not
         be deemed to augment, derogate from or modify the rights and
         obligations provided in this Agreement or deriving herefrom, and the
         Parties shall not be bound by them from the date of this Agreement
         (hereinafter " Revocation of the Obligations Preceding Signature "). It
         is hereby expressly agreed that the Revocation of the Obligations
         Preceding Signature shall be effective even in the event that this
         Agreement is revoked or rescinded for any reason. The foregoing shall
         not be such as to impair the effect of the Parties' rights and
         obligations pursuant to the Sale [sic] Agreement.

17.4     For the avoidance of doubt, the provisions of the Shareholders
         Agreement between Koor and the Company, including wording that is
         different from the wording of this Agreement, shall not in any manner
         be applied in the interpretation of this Agreement. Without prejudice
         to the generality of the foregoing, the exchanges of documents between
         the Parties prior to the signature of this Agreement, including the
         drafts exchanged between them, shall have no significance in the
         interpretation of this Agreement.

17.5     Except as otherwise provided in this Agreement, the Parties' rights and
         obligations pursuant to this Agreement are not assignable and/or
         transferable. The provisions of this Clause are not such as to affect
         Federmann's right to exercise its right of first refusal as provided in
         Clause 11 above by means of any third party and/or third parties.

17.6     In this Agreement any person or entity shall be deemed as holding all
         the Shares held by it, directly or indirectly and, without prejudice to
         the generality of the foregoing, all the Shares held, directly or
         indirectly, by any related entity and by any member of his family, as
         they are defined in the Securities Law, 5728-1968; and also all the
         Shares that are held by any person and/or entity that is construed in
         accordance with the provisions of the Securities Law, 5728-1968 as
         holding Shares of the Company together with that person or entity and
         also all the Shares held through a trustee and/or registration company,
         and also all the Shares that are held by another shareholder of the
         Company who is jointly and severally liable with a Party to this
         Agreement for the obligations pursuant to this Agreement. Nevertheless,
         a Party to this Agreement shall not, for the purpose of this Agreement,
         be treated as holding Shares that are held by the other Party to this
         Agreement.

17.7     This Agreement shall be governed by the laws of the State of Israel,
         without taking into account its choice of law rules. Exclusive
         jurisdiction on all matters relating to this Agreement or deriving
         herefrom is vested in the competent courts in the City of Tel
         Aviv-Jaffa and in them alone.

17.8     Each of the Parties to this Agreement shall bear the legal expenses
         that it is charged in respect of this Agreement.

17.9     An obligation to vote by virtue of all of a Party's Shares in the
         Company in connection with any resolution in any way also includes the
         obligation to participate in the vote by virtue of all those Shares,
         and not to vote for any further or other proposed resolution that is
         such as to contradict, cancel or diminish said resolution.

17.10    Without being such as to impose any further limitations on the Transfer
         of Shares other than that expressly provided in this Agreement, each of
         the Parties undertakes to act in good faith towards the other and not,
         by act or omission, to cause the frustration of this Agreement's
         provisions or any of them and/or to make them unrealizable.

17.11    The Parties hereto may extend any time specified in this Agreement,
         either once or several times, by written notice signed by two officers
         of each Party to this Agreement, without any further approval being
         necessary.

18.      Notices

18.1     The Parties' addresses for the purpose of this Agreement are as set out
         in the heading hereto or any other address in Israel of which one Party
         gives the other written notice.

18.2     Any notice pursuant to this Agreement shall be in writing and be sent
         by registered mail or personal delivery by messenger to the address of
         the relevant Party, as mentioned in Clause 18.1 above, and that address
         shall in all respects in connection with this Agreement also be the
         address of that Party for the service of court process.

18.3     Notice that is sent shall be treated as having reached the addressee
         and come to its knowledge within five Business Days if sent by
         registered mail or, if delivered in person by messenger by 17:00 hours
         on any Business Day, it shall be treated as received on the Business
         Day after delivery.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT:
(signed)
(signed) -----------------------------------------
Koor Industries Ltd.
Federmann Enterprises Ltd.
(signed) ----------------------
Heris Aktiengesellschaft
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>8
<FILENAME>lon441292-g.txt
<DESCRIPTION>EX G - TRANSLATION OF KOOR-FEDERMANN AMEND AGMT
<TEXT>

                                                                       Exhibit G
                                                                       ---------

               TRANSLATION OF KOOR--FEDERMANN AMENDMENT AGREEMENT

                      [TRANSLATED FROM THE HEBREW ORIGINAL]

          AMENDMENT TO SHARE TRANSFER DEED AND SHAREHOLDERS' AGREEMENT

             Made and signed in Tel Aviv on the 6th day of July 2005

1.       BETWEEN: FEDERMANN ENTERPRISES LTD. Private Company Number 512278391
         (hereinafter referred to as "Federmann Enterprises" )

2.       HERIS AKTIENGESELLSCHAFT Private Company Number 560021966 (hereinafter
         referred to as "Heris" ) whose address for the purpose of this
         agreement only is: 99 Hayarkon Street, Tel Aviv (hereinafter jointly
         and severally referred to as "Federmann" ) of the one part

AND: KOOR INDUSTRIES LTD.

Public Company Number 520014143 of 14 Hamelacha Street, Afek Industry Park, Rosh
Ha'ayin 48091 (hereinafter referred to as "Koor" ) of the other part
(hereinafter referred to as the "parties" )

WHEREAS on 27 December 2004 Federmann Enterprises and Koor executed a share
transfer deed (hereinafter referred to as the "Federmann-Koor Deed" ), pursuant
to which it was agreed, inter alia , that Federmann Enterprises would sell and
transfer to Koor, in two stages, 4,000,000 (four million) ordinary shares
constituting, on the date of signing the Federmann-Koor Deed, approximately 9.8%
of the issued and paid-up share capital of Elbit Systems Ltd. (hereinafter
referred to as the "Company" ), all subject to and in accordance with the
provisions of the Federmann-Koor Deed;

WHEREAS on 30 March 2005 Federmann Enterprises and Koor agreed to extend Stage
"A" Completion Deadline (as such expression is defined in the Federmann-Koor
Deed);

WHEREAS on 18 April 2005 a further protocol was executed between Federmann
Enterprises and Koor pursuant whereto they agreed to extend certain deadlines
prescribed in the Federmann-Koor Deed (hereinafter referred to as the
"Protocol");

WHEREAS on 18 April 2005 Stage "A" of the Transaction (as such term is defined
in the Federmann-Koor Deed) was implemented and Federmann Enterprises sold and
transferred the Stage "A" Shares (as such term is defined in the Federmann-Koor
Deed) to Koor;

WHEREAS on 27 December 2004 the parties signed a shareholders' agreement that
entered into force on 18 April 2005 (hereinafter referred to as the
"Shareholders' Agreement" );

WHEREAS before the implementation of Stage "B" of the Transaction (as such term
is defined in the Federmann-Koor Deed prior to this Amendment), the parties
agree to reduce the quantity of Stage "B" Shares (as such term is defined in the
Federmann-Koor Deed, prior to this Amendment) being transferred and sold from
Federmann Enterprises to Koor, such that instead of 1,840,000 (one million eight
hundred and forty thousand) ordinary shares of the Company, Koor will purchase
from Federmann Enterprises, in Stage "B" of the Transaction, 1,000,000 (one
million) ordinary shares of the Company only, such that the total number of
shares Koor has purchased and shall purchase from Federmann Enterprises pursuant
to the provisions of the Federmann-Koor Deed, including the amendments thereto,
shall be 3,160,000 (three million one hundred and sixty thousand) ordinary
shares of the Company only;

WHEREAS the parties agree that the implementation of Stage "B" of the
Transaction (as such term is defined in the Federmann-Koor Deed) shall not be
subject to any condition precedent, and shall be implemented independently and
regardless of the Elbit-Koor Deed Stage "B" (as such term is defined in the
Federmann-Koor Deed), prior to its amendment pursuant hereto);

WHEREAS the parties accordingly wish to amend the Federmann-Koor Deed and the
Shareholders' Agreement, as set forth herein;

NOW, THEREFORE, IT IS WARRANTED, PROVIDED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:

1.       The recitals to this Amendment constitute an integral part hereof.

2.       The terms and definitions adopted in this Amendment shall have the
         meanings attributed to them in the Federmann-Koor Deed, after its
         amendment pursuant hereto, unless expressly stated otherwise.

3.       Each of the parties warrants and undertakes as follows:

         3.1      that it is authorized to execute this Amendment and perform
                  its obligations pursuant hereto and that those signing this
                  Amendment on its behalf are legally authorized to bind it;

         3.2      that there is no impediment at law and/or pursuant to its
                  incorporation documents and/or pursuant to any court order or
                  instruction and/or any contract and/or consent and/or
                  agreement to which it is a party to its executing this
                  Amendment and performing all its obligations pursuant hereto;

         3.3      that it has all the approvals and consents required for the
                  purpose of executing and implementing this Amendment.

4.       The parties agree to effect the amendments to the Federmann-Koor Deed,
         as marked with revision marks on the Federmann-Koor Deed annexed hereto
         as Appendix "A1" and constituting an integral part hereof. In addition,
         for the parties' convenience, a clean copy (without revision marks) of
         the Federmann-Koor Deed, after its amendment pursuant hereto, is
         annexed hereto as Appendix "A2" . In the event of any conflict between
         the provisions of Appendix "A1" hereto and the provisions of Appendix
         "A2" hereto, only the provisions of Appendix "A1" shall apply to and
         bind the parties.

5.       The parties agree to effect all the amendments in the Shareholders'
         Agreement, as marked with revision marks on the Shareholders' Agreement
         annexed hereto as Appendix "B1" and constituting an integral part
         hereof. In addition, for the parties' convenience, a clean copy
         (without revision marks) of the Shareholders' Agreement, after its
         amendment pursuant hereto, is annexed hereto as Appendix "B2". In the
         event of any conflict between the provisions of Appendix "B1" hereto
         and the provisions of Appendix "B2" hereto, only the provisions of
         Appendix "B1" shall apply to and bind the parties.

6.       In the event of any contradiction between the provisions of the
         Federmann-Koor Deed, the provisions of the Shareholders' Agreement and
         the provisions of this Amendment, the provisions of the Amendment shall
         prevail, unless expressly stated otherwise, provided that the
         provisions of the Federmann-Koor Deed and the provisions of the
         Shareholders' Agreement, that have not been expressly amended in this
         Amendment and its appendices, shall remain unchanged. As witness
         whereof the parties have duly executed this Amendment

(signed)
(signed) --------------------------------
- -------------------------------
Koor Industries Ltd.
Federmann Enterprises Ltd.
By: Jonathan Kolber,
Danny BiranBy:
Michael Federmann,
Dov Ninveh -----------------------------
- ----------------------------
(signed) --------------------------------
Heris Aktiengesellschaft
By: Michael Federmann ----------------------------- Advocate's certificate

I, Shlomo Heller, Adv., hereby certify that Messrs Jonathan Kolber and Danny
Biran, jointly, are authorized to sign, on behalf of Koor Industries Ltd., this
deed and the documents ancillary thereto or required for the object of
implementing it. (signed) ------------------------ Shlomo Heller, Adv.
Advocate's certificate

I, Michal Bachrach, Adv., hereby certify that Messrs Michael Federmann and Dov
Ninveh, jointly, are authorized to sign, on behalf of Federmann Enterprises Ltd,
this deed and the documents ancillary thereto or required for the object of
implementing it. (signed) ------------------------ Michal Bachrach, Adv.
Advocate's certificate

I, Michal Bachrach, Adv., hereby certify that Mr. Michael Federmann is
authorised to sign, on behalf of HERIS AKTIENGESELLSCH, this Deed and the
documents ancillary thereto or required for the object of implementing it.

(signed) ------------------------
Michal Bachrach, Adv.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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