Exhibit 4.7

                     [TRANSLATED FROM THE HEBREW ORIGINAL]


                              SHARE TRANSFER DEED

               Made and signed on the 27th day of December 2004
                          as amended on 6th July 2005


                                    BETWEEN

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

                                                              of the one part
                                                              ---------------

                                      AND

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


                                                            of the other part
                                                            -----------------

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

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


<PAGE>


                  Company's issued and paid-up share capital and in the third
                  stage Koor will sell and transfer to Elbit 1,621,161
                  Ordinary Shares, which on the date of signing this Deed
                  constitute approximately 13.2% of the Company's issued and
                  paid-up share capital, subject to and in accordance with the
                  provisions of this Deed;

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

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

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

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


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


1.       Preamble, Appendices and Interpretations
         ----------------------------------------

         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.


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2.       Definitions
         -----------

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

                    "Elbit" means as defined in the preamble hereto;

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

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

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

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

                    "Company" means as defined in the preamble hereto;

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

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

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

                    "Conditions Precedent" means the Stage `A' Conditions
                    Precedent and the Stage `C' Conditions Precedent;

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

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

                    "Koor" means as defined in the preamble hereto;


<PAGE>


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

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

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

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

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

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

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

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

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

                    "Stage `B' Shares" mean 623,115 (six hundred and twenty
                    three thousand one hundred and fifteen) Ordinary Shares;

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


<PAGE>


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

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

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

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

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

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

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

                    "Koor-Federmann Deed" means the Share Transfer Deed
                    together with all the Appendices thereto made between Koor
                    and Federmann Enterprises contemporaneously with the
                    signature of this Deed, including its amendments ;
                    "Koor-Elbit Deed for the Sale of Shares in Elisra" means
                    the deed for the transfer of shares in Elisra, including
                    its appendices, made between Koor and Elbit,
                    contemporaneously with the signature of the Amendment, in
                    connection with the Elisra Transaction;

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

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

                    "Stage `C' of the Transaction" means as defined in Clause
                    11 below;

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

                    "Stage `A' Consideration" means US$37 (thirty-seven U.S.
                    dollars) for each of the Stage `A' Shares, totalling
                    US$62,900,000 (sixty-two million


<PAGE>


                    nine hundred thousand U.S. dollars), and insofar as all or
                    part of that amount is actually paid after April 1, 2005,
                    such amount shall be subject to the addition of Interest
                    from April 1, 2005 until the time of actual payment, all
                    subject to the adjustments as set out in Clause 15 below;

                    "Stage `B' Consideration" means US$37 (thirty-seven U.S.
                    dollars) for each of the Stage `B' Shares, totalling
                    US$23,055,255 (twenty three million fifty five thousand
                    two hundred and fifty five U.S. dollars), and insofar as
                    all or part of that amount is actually paid after April 1,
                    2005, such amount shall be subject to the addition of
                    Interest from April 1, 2005 until the time of actual
                    payment, all subject to the adjustments commencing on 27th
                    December 2004, as set out in Clause 15 below;

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

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

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

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

         2.2        The following terms shall have the meanings defined in
                    Section 1 of the [Israel] Securities Law, 5728-1968:

                    "securities", "company", "subsidiary", "acquisition of
                    securities", "holding and acquisition" and "control".

         2.3        The following terms shall have the meanings defined in
                    Section 1 of the Companies Law:

                    "dividend", "director", "external director", "public
                    company", "distribution", "bonus shares", "officer",
                    "personal interest",


<PAGE>


                    "transaction", "extraordinary transaction", "act" and
                    "Company Registrar".

3.       Appendices
         ----------

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

         3.1        Appendix 9.2 - the Stage `A' Conditions Precedent;

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

         3.3        Appendix 12.2 - the Stage `C' Conditions Precedent.

4.       The Koor-Federmann Deed
         -----------------------

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

5.       The Parties' Warranties and Undertakings
         ----------------------------------------

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

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

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

6.       Koor's Warranties and Undertakings
         ----------------------------------

         Koor hereby warrants and undertakes to Elbit as follows:


<PAGE>


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

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

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

         6.4        That apart from Koor's board of directors' approval, Koor
                    has no need, including pursuant to its incorporation
                    documents and applicable law, in


<PAGE>


                    Israel or abroad, to obtain any other approvals from any
                    of its organs for the purpose of entering into this Deed
                    and performing all its obligations pursuant hereto.

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

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

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

         6.8        That from the time of Koor's acquisition of the Shares
                    Being Sold, Koor and/or its controlling shareholders
                    and/or officers have not entered into a transaction in
                    which any of them has a personal interest with the Company
                    and/or its subsidiaries, apart from the payment of
                    remuneration to the Company's directors, as customary with
                    the Company, and apart from arrangements for the grant of
                    relief, insurance and indemnity by the Company to the
                    Company's directors.

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

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


<PAGE>


                    (1) transactions in the ordinary course of business with
                    Elisra and its subsidiaries, the total financial value of
                    which does not exceed $5,000,000; (2) a transaction in
                    connection with the provision of warehousing services by
                    the Company to subsidiaries of Elisra; (3) payment of
                    remuneration to the Company's directors; (4) arrangements
                    for the grant of relief, insurance and indemnity by the
                    Company to the Company's directors; and that from the time
                    of signing this Deed until the Second Closing Date, the
                    Company and/or its subsidiaries will not enter into a
                    transaction in which Koor and/or its subsidiaries and/or
                    controlling shareholders and/or officers of Koor and/or
                    the companies controlled by any of them have a personal
                    interest, other than: (1) transactions in the ordinary
                    course of business with Elisra and its subsidiaries; (2)
                    transactions not in the ordinary course of business, the
                    total financial value of which does not exceed $5,000,000;
                    (3) a transaction in connection with the provision of
                    warehousing services by the Company to subsidiaries of
                    Elisra; (4) payment of remuneration to the Company's
                    directors as customary in the Company; and (5)
                    arrangements for the grant of relief, insurance and
                    indemnity by the Company to the Company's directors.

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

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

7.       Elbit's Warranties and Undertakings
         -----------------------------------

         Elbit hereby warrants and undertakes to Koor as follows:

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

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


<PAGE>


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

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

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

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

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

         7.8        That subject only to Koor's warranties and representations
                    in Clauses 5 and 6 of this Deed, the Shares Being Sold are
                    being purchased in their actual condition, and the actual
                    condition of the Company and its assets, and they are "As
                    Is", without any other representations or warranties being


<PAGE>


                    received from or on behalf of Koor and that the
                    Consideration, as agreed between the parties, has been
                    fixed having regard also to the fact that the purchase is
                    on such an "As Is" basis.

8.       Stage `A' of the Transaction
         ----------------------------

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

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

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

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

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

                    9.1.1       15 April 2005 [extended by consent in the past];

                    or -

                    9.1.2       If by 15 April 2005 [extended by consent in
                                the past] all the Stage `A' Conditions
                                Precedent have been fulfilled, other than the
                                approval of the [Israel] Commissioner of
                                Restrictive Trade Practices, as set out in
                                Clause (3) of Appendix "9.2", the Stage `A'
                                Completion Deadline shall be automatically
                                deferred until


<PAGE>


                                31 May 2005 or to such later date as may be
                                fixed by the parties as provided in Clause
                                20.3 below.

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

         9.3        Should all the Stage `A' Conditions Precedent not have
                    been fulfilled by the Stage `A' Completion Deadline, this
                    Deed shall be void - except, if and insofar as Elbit's
                    General Meeting's approval for its entering into the
                    transaction contemplated by this Deed has been obtained,
                    the provisions of Clauses 14.3 (except insofar as concerns
                    the acquisition of Ordinary Shares), 14.5 and 17 hereof,
                    without either of the parties having any complaint and/or
                    claim and/or demand against the other. For the avoidance
                    of doubt, it is clarified that if the Stage `A' Conditions
                    Precedent have not been fulfilled by the Stage `A'
                    Completion Deadline, neither of the parties shall be
                    subject to any restriction as regards the acquisition of
                    Ordinary Shares.

                    Nothing in the provisions of this Clause 9.3 above shall
                    be deemed to derogate from any right or other remedy
                    pursuant to this Deed or by law that is available to the
                    parties in respect of a breach of any of the provisions of
                    this Deed (insofar as breached). Without prejudice to the
                    above provisions of this Clause 9.3, it is clarified that
                    no provision of this Deed shall obligate Elbit in any
                    manner whatsoever, prior to obtaining the approval of its
                    General Meeting, to enter into the transactions
                    contemplated by this Deed.

10.      The First Closing Date
         ----------------------

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

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

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


<PAGE>


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

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

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

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

                    (1)         three directors; or

                    (2)         a number of directors equal to 20% of the
                                number of the Company's directors (including
                                external directors and the directors who are
                                added in accordance with Elbit's nomination as
                                aforesaid), rounded up to the nearest whole
                                number (for example, if the number of
                                directors who are serving in the Company
                                immediately after the addition of Elbit's
                                nominees is 11, three nominees who have been
                                proposed by Elbit shall be added as
                                directors).

                    In said board of directors' resolution it shall be
                    provided that Elbit's nominees as aforesaid shall be added
                    to the Company's board of directors on the First Closing
                    Date.

                    Koor undertakes that there shall be sufficient vacancies
                    on the Company's board of directors to enable the addition
                    of Elbit's nominees as aforesaid.


<PAGE>


                    If for any reason any of the nominees proposed by Elbit as
                    aforesaid cannot be appointed as a director or directors
                    of the Company, another nominee or nominees, as proposed
                    by Elbit, shall be appointed in his or their place.

                    Elbit shall give prior written notice to Koor and the
                    Company of the name of such nominees as aforesaid or of
                    the other nominees in their place, and Elbit (with the
                    assistance of Koor) shall coordinate with the Company's
                    corporate secretary such nominees' compliance with the
                    Qualification Conditions, all by no later than 14 days
                    prior to the earlier of (1) the Stage `A' Completion
                    Deadline or (2) the First Closing Date. Without prejudice
                    to the foregoing, if any of the nominees proposed by Elbit
                    as aforesaid is not added to the Company's board of
                    directors on the First Closing Date, Koor shall hold a
                    General Meeting of the Company as soon as possible, the
                    agenda of which shall be the appointment of the nominees
                    proposed by Elbit, who have not been appointed as
                    aforesaid, as directors of the Company. Koor undertakes to
                    vote in favor of the appointment of the nominees proposed
                    by Elbit who have not been appointed as aforesaid but who
                    do meet the Qualification Requirements. If and insofar as
                    it is required by law that a majority of the Company's
                    directors meet any Qualification Requirements, then if the
                    number of directors appointed in accordance with Elbit's
                    nomination is an equal number, one half of the directors
                    appointed in accordance with Elbit's nomination as
                    aforesaid shall meet said conditions, and if the number of
                    directors appointed in accordance with Elbit's nomination
                    is an odd number, the majority of the Company's directors
                    who are appointed in accordance with Elbit's nomination as
                    aforesaid shall meet the above conditions.

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

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

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

         10.10      The Koor-Federmann Deed Stage `A' shall be completed,
                    namely all the acts that are to be performed on the
                    Koor-Federmann Deed First Closing


<PAGE>


                    Date shall be performed, as provided in Clause 10 of the
                    Koor-Federmann Deed.

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

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

10A.     Stage `B' of the Transaction
         ----------------------------

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

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

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

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

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

         10A.5      Koor shall provide the Bank an irrevocable instruction to
                    transfer the Stage `B' Shares, by means of a transaction
                    outside the Stock Exchange,


<PAGE>


                    from the Trust Account to Elbit's Account, and
                    confirmation from the Bank that the Stage `B' Shares have
                    been received in Elbit's Account shall be provided to
                    Elbit.

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

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

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

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

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

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

11.      Stage `C' of the Transaction
         ----------------------------


<PAGE>


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

12.      The Stage `C' Completion Deadline and the Stage `C' Conditions
         Precedent
         ---------------------------------------------------------------

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

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

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

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

13.      The Third Closing Date
         ----------------------


<PAGE>


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

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

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

         13.3       Koor shall provide Elbit a letter of instructions from the
                    Bank, in the Bank's standard terms, addressed to the
                    Companies Registrar pursuant to which the Bank applies to
                    the Companies Registrar to discharge the Fixed Lien from
                    the Stage `C' Shares.

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

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

         13.6       The parties shall act towards the addition to the
                    Company's board of directors on the Third Closing Date of
                    such number of nominees who are proposed for their office
                    by Elbit and meet the Qualification Requirements so that
                    on the appointment of those nominees to the Company's
                    board of directors those nominees will, together with the
                    directors appointed to their office per Elbit's nomination
                    as provided in Clauses 10.6 and 10A.9 above, constitute
                    more than 50% of the total directors of the Company at
                    that time, including external directors and directors who
                    are appointed to their position per Elbit's nomination as
                    aforesaid. Without prejudice to the generality of the
                    foregoing, Koor undertakes that there will be sufficient
                    vacancies on the Company's board of directors for the
                    performance of its foregoing obligations.


<PAGE>


                    Elbit shall provide Koor and the Company prior written
                    notice of its nominees as aforesaid or of the other
                    nominees in their place as provided below in this Clause,
                    and Elbit shall coordinate with the Company's corporate
                    secretary such nominees' compliance with all the
                    conditions required of the Company's directors, all by no
                    later than 14 days from the earlier of (1) the Stage `C'
                    Completion Deadline or (2) the Third Closing Date. If for
                    any reason any of such nominees as aforesaid cannot be
                    appointed as a director or directors of the Company,
                    another nominee or nominees, as proposed by Elbit, who
                    meet the Qualification Requirements, shall be appointed in
                    his or their place.

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

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

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

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


<PAGE>


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

13A.     The Additional Stage
         --------------------

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

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

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

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

                    (c)      a transaction has been completed in the framework
                             of which Koor sold to a third party all its
                             holdings in Elisra, for a consideration and on
                             terms and conditions equal to those prescribed in
                             the Koor-Elbit Deed for the Sale of Shares in
                             Elisra ("Original Transaction Consideration"), or


<PAGE>


                             better than them, and such transaction was
                             completed within 16 months of the date of signing
                             the Amendment,

                    on the Additional Closing Date, as defined below, Koor
                    shall sell and transfer to Elbit and Elbit shall purchase
                    all the Stage `C' Shares held at such time by Koor
                    ("Additional Stage Shares"), against payment of a sum of
                    US$ 37 (thirty seven US dollars) plus the Interest, from 1
                    April 2005 until the actual payment date, all subject to
                    adjustments from 27th December 2004 as set forth in clause
                    15 below ("Additional Stage Consideration") for each of
                    the Additional Stage Shares ("Additional Stage"), and the
                    provisions of Clause 13A.3 shall apply.

         13A.2      If the conditions set forth in sub-clauses 13A.1(a) and
                    (b) above have been fulfilled, and a transaction has been
                    completed in the framework of which Koor sold to a third
                    party all its holdings in Elisra, for a consideration and
                    on terms and conditions inferior to the Original
                    Transaction Consideration ("Alternative Transaction
                    Consideration"), and such transaction was completed within
                    16 months from the date of the signing the Amendment,
                    Elbit shall have the right, in its exclusive discretion,
                    to pay Koor within 10 (ten) business days from the date of
                    completion of the Elisra Transaction as aforesaid, an
                    amount equal to the difference between the Original
                    Transaction Consideration and the Alternative Transaction
                    Consideration, and against this payment and payment of the
                    Additional Stage Consideration, Koor shall sell and
                    transfer to Elbit and Elbit shall purchase all the
                    Additional Stage Shares, and the provisions of Clause
                    13A.3 shall apply.

         13A.3      On the third business day after the day of fulfilment of
                    all the conditions mentioned in Clause 13A.1 or all the
                    conditions mentioned in Clause 13A.2 ("Additional Closing
                    Date"), the parties shall meet at such place as determined
                    by them, and the following interdependent acts shall be
                    performed contemporaneously:

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


<PAGE>


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

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

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

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

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

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


<PAGE>


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

                    (i)      All the acts mentioned above in this Clause 13A
                             above shall be deemed as having been performed
                             contemporaneously, no individual act shall be
                             deemed as completed and no individual document
                             shall be deemed as delivered until all such acts
                             have been completed and all the documents have
                             been delivered.

                    It is agreed that the provisions of this Clause 13A do not
                    impose any obligation on Koor to sell the Elisra shares,
                    and that the provisions of this clause 13A do not impose
                    any additional restriction, or establish any additional
                    obligation, over and beyond as provided in this Deed and
                    in the Shareholders Agreement, insofar as existing, in
                    connection with the purchase or sale of shares in Tadiran
                    Communications, including Stage `C' Shares, by Koor or
                    Elbit.

14.      Acts and Obligations after the Signature of this Deed
         -----------------------------------------------------

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

         14.2       It is hereby agreed that the provisions of this Deed are
                    not such as to place either of the parties under a duty to
                    make any payment for the fulfilment of the Conditions
                    Precedent or any of them, other than official fees and
                    other reasonable expenses (such payment as aforesaid,
                    excluding official fees and other reasonable expenses as
                    aforesaid, a "Fulfilment Payment"), provided that if a
                    party to this Deed refuses to make a Fulfilment Payment,
                    the other party may make it for the fulfilment of all or
                    any of the Conditions Precedent, provided that the first
                    party shall not be liable to


<PAGE>


                    indemnify the other party in respect of a Fulfilment
                    Payment, and the party that makes the Fulfilment Payment
                    shall have no demand, claim or right of recourse against
                    the other party in respect of the making of such payment.

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

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


<PAGE>


         14.5       Notwithstanding the provisions of Clauses 14.3 and 14.4
                    above and in addition to the provisions of Clause 14.4, as
                    of the Second Closing Date, and subject to completion of
                    Stage `B' of the Transaction, Elbit may purchase Ordinary
                    Shares subject to (1) the provisions of the Shareholders
                    Agreement; (2) the provisions of any law governing a
                    purchase as aforesaid; and (3) the joint holdings as
                    defined in the Shareholders Agreement, after the purchase
                    as aforesaid, not exceeding 55% of the Company's issued
                    share capital.

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

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

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

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

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

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

                    15.2.2      If the Company offers its shareholders rights
                                for the acquisition of any securities, the
                                record date for the exercise of which is prior
                                to the First Closing Date or the Second
                                Closing Date or the Third Closing Date or the
                                Additional Closing Date, as the case may be,
                                the amount of the Consideration shall be
                                adjusted for the bonus element embodied (if at
                                all) in the rights, unless Elbit instructs
                                Koor in writing prior to the exercise date in
                                respect of


<PAGE>


                                those rights to exercise the rights and in
                                such event Koor shall exercise the rights by
                                virtue of the Shares Being Sold which have not
                                yet been transferred to Elbit as of that time
                                and it shall transfer to Elbit, immediately on
                                the occurrence of the earlier of (1) the
                                exercise date or (2) the First Closing Date,
                                or after the Second Closing Date, or after the
                                Third Closing Date or after the Additional
                                Closing Date, as the case may be, the
                                securities exercised as aforesaid on and
                                against payment of the entire exercise amount
                                paid by Koor to the Company for the exercise
                                thereof, plus Interest from the date of Koor's
                                paying the exercise price to the date of
                                actual payment to Koor by Elbit.

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

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

16.      Elbit's Right to Rescind the Deed
         ---------------------------------

         16.1       On the occurrence of one or more of the events set out in
                    Clause 16.2 below, unless it occurs with Elbit's consent,
                    Elbit may rescind any of the stages of this Deed before it
                    has been completed and performed (provided that if one of
                    the events set out in Clause 16.2 below occurs before the
                    performance of Stage `A' of the Transaction, Elbit may
                    only rescind this Deed in full). Such rescission shall be
                    effected by Elbit by written notice, to be received by
                    Koor within 10 Business Days of the date on which Elbit
                    learns of the occurrence of one of the events set out in
                    Clause 16.2 below. Should Elbit provide such notice of the
                    rescission of this Deed after the completion of Stage `A'
                    of the Transaction, the sale of the Stage `A' Shares to
                    Elbit shall not be rescinded, Elbit shall not return to
                    Koor the Stage `A' Shares and Koor shall not refund to
                    Elbit the Stage `A'


<PAGE>


                    Consideration, and nevertheless, all the parties' other
                    obligations and rights pursuant to this Deed and the
                    Appendices hereto, except for the Shareholders Agreement,
                    shall be void. If Elbit has given notice as aforesaid of
                    this Deed's rescission, after the completion of Stage `A'
                    of the Transaction or Stage `B' of the Transaction, as the
                    case may be, the sale of the Stage `A' Shares or the Sale
                    of the Stage `B' Shares to Elbit as the case may be shall
                    not be rescinded, and Elbit shall not return the Stage `A'
                    Shares or the Stage `B' Shares, as the case may be, to
                    Koor, and Koor shall not return the Stage `A'
                    Consideration or the Stage `B' Consideration, as the case
                    may be, to Elbit; however, all the other rights and
                    obligations of the parties pursuant to this Deed and its
                    appendices, save for the Shareholders Agreement, shall be
                    rescinded.

                    For the avoidance of doubt, it is clarified that after
                    Elbit has given notice in accordance with this Clause
                    16.1, Elbit may sell Ordinary Shares held by it or
                    purchase Ordinary Shares without any restriction.


<PAGE>


         16.2       The events are as follows:

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

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

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

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

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

                    16.2.6      If the Company makes a distribution, either in
                                cash or in kind (except for a distribution of
                                bonus shares or rights offering) in an
                                aggregate amount exceeding 2.5 NIS per share
                                in any calendar quarter commencing on 1
                                January 2005.

                    and all unless Elbit has given its consent to one of the
                    events mentioned in Clause 16.2 above, by written notice
                    signed by two of Elbit's officers.

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


<PAGE>


17.      Confidentiality and Notices
         ---------------------------

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

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

18.      Taxes and Mandatory Payments
         ----------------------------

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

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

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

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


<PAGE>


19.      Entry into Effect
         -----------------

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

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

                    19.2.1      Approval of Elbit's audit committee and board
                                of directors for Elbit to enter into this Deed
                                and the Shareholders Agreement and for
                                performance thereof by Elbit in accordance
                                with their terms and conditions, including
                                ratification of the signatures of Messrs.
                                Joseph Ackerman and Joseph Gaspar to this Deed
                                and the Shareholders Agreement.

                    Provided that:

                    (1)         such approvals as mentioned in Clauses 19.1.1
                                and 19.1.2 have been obtained by no later than
                                January 6, 2005 by 17:00 (in this Clause the
                                "Effective Date");

                    (2)         by the Effective Date, a copy of Koor's board
                                of directors' resolution, as mentioned in
                                Clause 19.1.1 above, has been received at
                                Elbit's offices together with written
                                confirmation from Koor's legal counsel that
                                the said resolutions were duly adopted and
                                Messrs. Jonathan Kolber and Danny Biran were
                                empowered jointly to sign, on behalf of Koor,
                                this Deed and the documents ancillary hereto
                                or those necessary for the purpose of its
                                performance, and also the Shareholders
                                Agreement, and to obligate Koor thereunder;

                    (3)         by the Effective Date, copies of the
                                resolutions of Elbit's audit committee and
                                board of directors, as mentioned in Clause
                                19.1.2 above, have been received at Koor's
                                offices, together with written confirmation
                                from Elbit's attorneys that the resolutions
                                were duly adopted and Messrs. Joseph Ackerman
                                and Joseph Gaspar were empowered jointly to
                                sign, on Elbit's behalf, this Deed and the
                                documents ancillary hereto or those necessary
                                for the purpose of its performance and also
                                the Shareholders


<PAGE>


                                Agreement and to obligate Elbit thereunder,
                                subject to the approval of Elbit's General
                                Meeting; and

                    (4)         all the approvals, as mentioned in Clause 19.1
                                of the Federmann-Koor Deed, have been obtained
                                by the Effective Date.

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

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

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

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

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

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


<PAGE>


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

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

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

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

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

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


<PAGE>


                    Deed shall be deemed to vest any right in anyone who is
                    not a party hereto.

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

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

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

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


<PAGE>


IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT:

/s/ Jonathan Kolber  /s/ Danny Biran     /s/ Joseph Ackerman  /s/ Joseph Gaspar
-------------------  ---------------     -------------------  -----------------
KOOR INDUSTRIES LTD.                     ELBIT SYSTEMS LTD.


By: Jonathan Kolber                      By: Joseph Ackerman

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

By: Danny Biran                          By: Joseph Gaspar
-------------------                      --------------------


<PAGE>


                                                             Appendix 9.2
                                                             ------------

The Conditions Precedent for the Performance of Stage `A' of the Transaction
----------------------------------------------------------------------------

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

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

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

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

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

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

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

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


<PAGE>


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


<PAGE>


                                                            Appendix 12.2
                                                            -------------

The Conditions Precedent for the Performance of Stage `C' of the Transaction
----------------------------------------------------------------------------

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

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

(2)      Obtaining all the consents and approvals necessary and the fulfilment
         of all the conditions precedent for the Elisra Transaction, as set
         out in the Koor-Elbit Deed for the Sale of Shares in Elisra,
         nevertheless, this condition will not apply if Koor exercises its
         right pursuant to Clause 13.9 of this Deed.

(3)      Insofar as necessary, obtaining the [Israel] Commissioner of
         Restrictive Trade Practices' approval of the parties' to enter into
         to this Deed and perform Stage `C' of the Transaction contemplated by
         this Deed.

(4)      Insofar as necessary, obtaining approval from the antitrust authority
         in the United States and/or Europe of the parties' to enter into this
         Deed and the performance of Stage `C' of the Transaction contemplated
         by this Deed, insofar as said authority's approval is not given in
         Stage `A' of the Transaction.

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

(6)      Obtaining approvals from Bank Hapoalim B.M., Bank Leumi Le-Israel
         B.M., United Mizrahi Bank Ltd., Israel Discount Bank Ltd., BNP
         Paribas or other banks or financial institutions to enter into in
         Stage `C' of the Transaction contemplated by this Deed, insofar as
         required.

In this Appendix 12.2, "approval" means - including an approval that is
subject to conditions but excluding an approval that is subject to conditions
that are such as to materially alter the business activity of Elbit and/or the
Company, as existing at the time of signing this Deed or that may arise in the
future, in accordance with resolutions that have been passed by Elbit and/or
the Company, as the case may be, prior to signing this Deed, or the way in
which Elbit and/or the Company conducts its business.