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Exhibit 4.21

# Summary of Share
Purchase Agreement in Hebrew

|Date:    | November 19, 2002                                      
|-------- | -------------------------------------------------------
|Amended: | February 9, 2003 and March 16, 2003                    
|Parties: | Israel Land Development Insurance Holdings Ltd. ("ILD")
|         | Robomatix Technologies Ltd. ("Robomatix")              

The Transaction: Robomatix
acquired from ILD, approximately 2.4% of the issued and outstanding share capital (on a
fully diluted basis) of its subsidiary, the Israel Land Development Insurance Company Ltd.

Consideration:NIS
6,000,000 (the Consideration)

Representations and Warranties: ILD and Robomatix made standard representations and warranties made in
agreements of the same nature.

# Options:

Robomatix received the following put
options:

- A put option to sell all the
purchased shares to ILD for the Consideration (linked to the Israeli Consumer Price Index
for October 2003) and to purchase with such sum, ordinary shares in ICIC  The
Israeli Credit Insurance Company Ltd or ICIC. The number of ICIC shares to be purchased
shall be determined according to the value of ICIC calculated as follows: NIS 85 million
linked to the Consumer Price Index for October 2002, less the sum of dividends paid to the
shareholders of ICIC, from the date of the agreement until the exercising of this option.
This option is exercisable from April 1, 2004 through March 31, 2005.
- An alternative put option to
sell all the purchased shares to ILD for the Consideration (linked to the Israeli Consumer
Price Index for October 2003) and to purchase with such sum, from ILD or, if ILD should
see fit, from an ILD shareholder, ordinary shares in ILD. For each of the ILD shares,
Robomatix will pay NIS 11 (linked to the Israeli Consumer Price Index for October 2003)
plus interest. This option is exercisable from April 1, 2004 through August 31, 2004.
- In the event that ILD sells,
or the Israel Land Development Insurance Company Ltd. issues, to a third party, more than
40% of the issued and outstanding share capital of the Israel Land Development Insurance
Company Ltd., Robomatix shall be entitled to sell back all the shares of the Israel Land
Development Insurance Company Ltd. purchased in the agreement. In such case
Robomatixs consideration will be the greater of: (a) the consideration paid for the
shares (linked to the Israeli Consumer Price Index for October 2003), or; (b) the terms
agreed upon between ILD and said third party. Alternatively, Robomatix shall be entitled
to act in accordance with its co-sale rights.

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ILD received the following call
option:

- A call option to purchase
Robomatixs shares in the Israel Land Development Insurance Company Ltd. for NIS
6,000,000 plus 150% of the agreed upon interest rate accrued from the date of the
agreement to the exercise of this option. This call option is exercisable at any time,
provided that on the date of the exercise of the call option, Robomatix holds shares of
the Israel Land Development Insurance Company. In the event that ILD sells shares of
Israel Land Development Insurance Company to a third party at a price per share greater
than the exercise price, within 4 months of exercising the call option, it shall pay
Robomatix the difference between the higher price and the exercise price with regard to
the shares included in the call option. This option shall terminate upon Robomatix
exercising one of its put options as specified above.

Termination of Options:

All of the options (both of the
Robomatix put options and the ILD call option) are mutually exclusive. In the event that
notice is sent by one of the parties regarding its intention to exercise any of these
options, the other two options shall automatically terminate as of the date of such
notice. An exception shall apply to this provision, in the event that ILD sends Robomatix
notice regarding its intention to exercise its call option, and on the date of such notice
the price per share of ILD shares in the Tel Aviv Stock Exchange is higher than NIS 10. In
such case Robomatix shall, for a period of 30 days from the date of receipt of such
notice, be entitled to send ILD notice of its wish to exercise its alternative option, as
specified above. Should Robomatix choose to exercise its alternative option, ILDs
call option shall terminate as of the date of receipt of notice from Robomatix.

# Pre-emptive Rights:

In the  event of the  Israel  Land  Development  Insurance  Company  Ltd.  proposes  to issue its  shares,  the
following provisions shall apply:

- If the additional shares
issued by the Israel Land Development Insurance Company Ltd. are purchased by ILD,
Robomatix shall be entitled to purchase, under the same terms as the purchase made by ILD,
an aggregate amount of ordinary shares that will maintain its original percentage of
holdings of the Israel Land Development Insurance Company Ltd. issued and outstanding
share capital. This option is subject to a share purchase price derived from a company
value of NIS 250,000,000 or less, such company evaluation to be determined by independent
assessor appointed by the Israel Land Development Insurance Company Ltd., and is
exercisable for a period of 3 months following the purchase of the additional shares by
ILD.

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- If the additional shares are
issued to a third party and such party acquires shares amounting to 40% or less of the
issued and outstanding share capital of the Israel Land Development Insurance Company
Ltd., Robomatix shall be entitled to purchase, under the same terms as the purchase made
by said third party, an aggregate amount of ordinary shares that will maintain its
original percentage of holdings of the Israel Land Development Insurance Company Ltd.
issued and outstanding share capital. This option is exercisable for a period of 14 days
following the purchase of the shares by the third party.

# Co-Sale Rights:

In the event that ILD intends to sell
to a third party, 40% or less of the issued and outstanding share capital of the Israel
Land Development Insurance Company Ltd., Robomatix shall be entitled to participate in the
sale of shares, under the same terms agreed upon between ILD and said third party, pro
rata of its holdings at the time of sale in relation to those of ILD.

# Proxy:

Commencing on the date of the
agreement, Robomatix undertook to exercise its right to vote in connection with its shares
in the Israel Land Development Insurance Company Ltd., only in the manner recommended
and/or suggested by ILD. For this purpose Robomatix awarded ILD a proxy to vote in its
place at any of the general meetings of the shareholders of the Israel Land Development
Insurance Company Ltd. ILD shall indemnify Robomatix for any damages due to claims made
against Robomatix in connection with the use of the proxy.

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