Exhibit 4.5



                              SHARE TRANSFER DEED

This Share Transfer Deed is made this 29th day of September 2004 between:

Koor Industries Limited, of 14 Hamelacha St., Afek Industrial Park,
Rosh-Ha'Ayin 48091, Israel (the "Transferor")

and

Tamar Borovitz, i.d. number 056400997 (the "Transferee")

RECITALS

A.     The Transferor and the Transferee are each shareholders in Knafaim -
       Arkia Holdings Ltd., a public company incorporated under the laws of
       the State of Israel and with company number 52-004070-0 (the
       "Company").

B.     The Transferor wishes to sell and the Transferee wishes to purchase
       144,514 Ordinary Shares of NIS 1.00 nominal value each of the Company
       (the "Shares"), representing approximately 1% of the issued share
       capital of the Company.

C.     The Transferor has good and marketable title to the Shares and the
       Shares are fully paid and are not subject to any capital call, lien,
       encumbrance, pledge, charge, right of first refusal or other third
       party right.

D.     The Shares are listed for trading on the Tel Aviv Stock Exchange.


THEREFORE, the Transferor and Transferee hereby agree as follows:

1.     Subject to the terms and conditions listed herein and payment in full
       by the Transferee to the Transferor of the amount of NIS 52.70 per
       share, resulting in a total purchase price for the Shares of NIS
       7,615,888 (the "Purchase Price"), the Transferor hereby transfers the
       Shares to the Transferee.

Terms and Conditions
--------------------

2.     Closing and Effectiveness of Transfer
       -------------------------------------

       2.1      The closing of the sale of the Shares (the "Closing") shall
                take place at the offices of Herzog, Fox and Neeman, Advocates
                or at such other place as the parties shall agree, on October
                4, 2004 at 10:00am.

       2.2      At the Closing, the following actions and occurrences will
                take place, all of which shall be deemed to have occurred
                simultaneously and no action shall be deemed to have been
                completed and this Deed shall not be deemed to have been
                delivered, until all actions are completed and all documents
                delivered:

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                (a)       The Transferee shall pay the Purchase Price in
                          immediately available funds to the account of the
                          Transferor at Bank Hapoalim Ltd., Branch No. 600,
                          Account No. 664481;

                (b)       The Transferor shall deliver the Shares to the
                          Transferee, by arranging for the Shares to be
                          credited to the account of the Transferee at Union
                          Bank Ltd, Branch No.063, Account No.59384-03.

3.     Warranties and Representations
       ------------------------------

       3.1      The Transferor hereby warrants and represents:

                (a)       The statements contained in Recitals C and D above
                          are true and correct on the date hereof and shall
                          remain true and correct as at Closing.

                (b)       The Transferor has taken all necessary action to
                          authorize the signature and delivery of this Deed
                          and the performance of the obligations of the
                          Transferor hereunder. Such obligations are valid,
                          binding and enforceable against the Transferor in
                          accordance with their terms.

                (c)       No approval, authorisation or permit is required by
                          the Transferor for the transaction contemplated by
                          this Share Transfer Deed.

                The Shares are being transferred as is, and the Transferor has
                made or is making no representation, warranty or covenant,
                including without limitation with respect to the Shares, the
                transfer of Shares, or the Company, except as expressly set
                forth herein.

       3.2      The Transferee hereby warrants and represents:

                (a)       The Transferee has and will have sufficient funds
                          available to it at Closing to pay the Purchase
                          Price.

                (b)       The Transferee has taken all necessary actions to
                          authorize the signature and delivery of this Deed
                          and the performance of the obligations of the
                          Transferee hereunder. Such obligations are valid,
                          binding and enforceable against the Transferee in
                          accordance with their terms.

                (c)       No approval, authorisation or permit is required by
                          the Transferee for the transaction contemplated by
                          this Share Transfer Deed.

                The Transferee hereby acknowledges and confirms that the
                Shares are being purchased by and transferred to it as is, and
                that it has not relied and will not rely on any
                representation, warranty or covenant, including without
                limitation, with respect to the Shares, the transfer of
                Shares, or the Company, except as expressly set forth herein.

4.     Governing Law
       -------------

       This Deed shall be governed by and construed in accordance with the
laws of the State of Israel.

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5.     Jurisdiction
       ------------

       The competent courts of the city of Tel Aviv-Jaffa shall have exclusive
       jurisdiction over all matters related to or arising in connection with
       this Deed and no other courts shall have any jurisdiction whatsoever in
       respect of such matters.

6.     Miscellaneous
       -------------

       6.1      All notices or other communications hereunder shall be in
                writing and shall be given in person, by registered mail
                (registered international air mail if mailed internationally),
                by an overnight courier service which obtains a receipt to
                evidence delivery, or by facsimile transmission (provided that
                written confirmation of receipt is provided) with a copy by
                mail, addressed as set forth below:

                 If to the Transferor:    Koor Industries Limited
                                          14 Hamelacha St., Afek Industrial Park
                                          Rosh-Ha'Ayin 48091, Israel
                                          Fax: 03-9008313
                                          Attn: Yuval Yanai

                 With a copy to:          Herzog, Fox & Neeman
                                          4 Weizmann St.
                                          Tel-Aviv 64239, Israel
                                          Fax:  03-6966464
                                          Attn: Ehud Sol, Adv.

                 If to the Transferee:    Tamar Borovitz
                                          2 Raul Valenberg St.
                                          Tel Aviv
                                          Fax: 03-7684001

                 with a copy to:          Yigal Arnon and Co.
                                          1 Azrieli St.
                                          Tel Aviv
                                          Fax: 03-6087727
                                          Attn: Ronit Amir-Yaniv, Adv.

                or such other address as any party may designate to the other
                in accordance with the aforesaid procedure. All communications
                delivered in person or by courier service shall be deemed to
                have been given upon delivery, those given by facsimile
                transmission shall be deemed given on the business day
                following transmission with confirmed answer back, and all
                notices and other communications sent by registered mail (or
                air mail if the posting is international) shall be deemed
                given ten (10) days after posting.

       6.2      This Deed may be amended only by a document in writing signed
                by the Transferor and Transferee.

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       6.3      This Deed contains the entire understanding of the parties
                with respect to its subject matter and all prior negotiations,
                discussions, agreements, commitments and understandings
                between them with respect thereto not expressly contained
                herein shall be null and void in their entirety, effective
                immediately with no further action required.

       6.4      The Transferee may not assign, sell or otherwise transfer its
                rights under this Deed.


IN WITNESS whereof the parties hereto have executed this Deed the day and year
first above written.


By: /s/ Yuval Yanai     /s/ Aaron Zuker   By: /s/ Tamar Borovitz
    -----------------------------------       -------------------
Koor Industries Ltd.
Name:   Yuval Yanai     Aaron Zuker       Name:  Tamar Borovitz
Title:  CFO             VP                Title:




By: /s/ Efrat Ram                         By: /s/ Efrat Ram
    ----------------------------------    -------------------------------------
Witness to the signature of Transferor    Witness to the signature of Transferee
Name: Efrat Ram, Adv.                     Name: Efrat Ram, Adv.
Title:                                    Title: