<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>
