Exhibit 4.9

                           [TRANSLATED FROM THE HEBREW ORIGINAL]


                              SHARE TRANSFER DEED

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


                                    BETWEEN


                          FEDERMANN ENTERPRISES LTD.
                      (Public Company No. 51 - 227839-1)
                                    of 99 Hayarkon Street, Tel Aviv
                                 ("Federmann")

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

                                      AND

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


                                                             of the other part
                                                             -----------------
                          (hereinafter the "Parties")


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

AND WHEREAS       Federmann wishes to sell and transfer to Koor, in two
                  stages, 3,160,000 (three million one hundred and sixty
                  thousand) Ordinary Shares, which on the date of signing this
                  Deed constituted approximately 7.75% of the Company's issued
                  and paid-up share capital, while in the first stage
                  Federmann will sell and transfer to Koor 2,160,000 (two
                  million one hundred and sixty thousand) Ordinary Shares,
                  which on the date of signing


<PAGE>


                  this Deed constituted approximately 5.3% of the Company's
                  issued and paid-up share capital, and in the second stage
                  Federmann will sell and transfer to Koor 1,000,000 (one
                  million) Ordinary Shares, which on the date of signing this
                  Deed constituted approximately 2.45% of the Company's issued
                  and paid-up share capital, subject to and in accordance with
                  the provisions of this Deed;

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

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

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


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

1.       Preamble, Appendices and Interpretation
         ---------------------------------------

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

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

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

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

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

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

                    "Company" means as defined in the preamble hereto;

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


<PAGE>


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

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

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

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

                    "Koor" means as defined in the preamble hereto;

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

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

                    "Second Closing Date" means 4 October 2005 or such earlier
                    date as may be agreed in writing by the parties;


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

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

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

                    "Stage `B' Shares" mean 1,000,000 (one million) Ordinary
                    Shares;

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


<PAGE>


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

                    "Federmann" means as defined in the preamble to this Deed;

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

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

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

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

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

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

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

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

                    "Stage `A' Consideration" means US$24.70 (twenty-four U.S.
                    dollars and seventy cents) for each of the Stage `A'
                    Shares, totaling


<PAGE>


                    US$53,352,000 (fifty-three million three hundred and
                    fifty-two thousand U.S. dollars), and insofar as all or
                    part of that amount is actually paid after April 1, 2005,
                    such amount as aforesaid shall be subject to the addition
                    of the Interest from April 1, 2005 until the time of
                    actual payment, all subject to the adjustments as provided
                    in Clause 15 below;

                    "Stage `B' Consideration" means US$24.70 (twenty-four U.S.
                    dollars and seventy cents) for each of the Stage `B'
                    Shares, totaling US$24,700,000 (twenty four million seven
                    hundred thousand U.S. dollars), and insofar as all or part
                    of that amount is actually paid after April 1, 2005, such
                    amount as aforesaid shall be subject to the addition of
                    the Interest from April 1, 2005 until the time of actual
                    payment, all subject to the adjustments as provided in
                    Clause 15 below;

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

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

                    "Independent Director" means a director who meets the
                    independence criteria in accordance with U.S. securities
                    law, including the Sarbanes-Oxley Act and the rules and
                    regulations that have been and are in future issued by
                    virtue thereof, including rules of the Nasdaq.

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

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

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

                    "dividend", "director", "external director", "public
                    company", "distribution", "bonus shares", "officer",
                    "personal interest", "transaction", "extraordinary
                    transaction", "act", the "Companies Registrar" and "share
                    certificate".

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


<PAGE>


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

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

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

4.       The Elbit-Koor Deed
         -------------------

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

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

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

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

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

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

         Federmann hereby warrants and undertakes to Koor as follows:

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

         6.2        That on signing this Deed and until the completion of
                    Stage `A' of the Transaction it is and shall be the sole
                    owner of the Shares Being Sold


<PAGE>


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

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

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

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

         6.6        That subject to the approval of Federmann's General
                    Meeting and board of directors and the fulfillment of the
                    Conditions Precedent, there is no legal or other
                    impediment to its entering into this Deed and the
                    performance hereof and that this Deed and the performance
                    of its obligations pursuant hereto are not contrary to any
                    judgment, order or direction of a court, to any contract,
                    understanding or agreement to


<PAGE>


                    which Federmann is a party, to its incorporation documents
                    or to any other obligation of Federmann, whether by virtue
                    of an contract (oral, by conduct or written) or by virtue
                    of law.

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

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

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

         Koor hereby warrants and undertakes to Federmann as follows:

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

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

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

         7.4        That subject to ratification by Koor's board of directors,
                    the signatories on behalf of Koor to this Deed and the
                    documents ancillary




<PAGE>


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

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

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

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

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

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

         8.2        Furthermore, on the First Closing Date, the Company shall
                    purchase from Koor 1,700,000 (one million seven hundred
                    thousand) Ordinary




<PAGE>


                    Shares of 1 NIS par value each of Tadiran Communications,
                    which on the date of signing this Deed constitute
                    approximately 13.8% of Tadiran Communication's issued
                    share capital, in accordance with the Elbit-Koor Deed,
                    which is being signed contemporaneously with this Deed.
                    The Elbit-Koor Deed Stage `A' and Stage `A' of the
                    Transaction contemplated by this Deed shall be performed
                    contemporaneously and Stage `A' of the Transaction
                    (contemplated by this Deed) shall not be performed without
                    the Elbit-Koor Deed Stage `A' being performed.

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

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

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

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

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

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

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

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

         Subject to the Stage `A' Conditions Precedent being fulfilled by the
         Stage `A' Completion Deadline, the Parties shall meet on the First
         Closing Date at such


<PAGE>


                    place as determined by the Parties and the following
                    interdependent acts shall be performed contemporaneously:

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

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

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

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

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

         10.6       Federmann shall provide Koor a copy of the Company's board
                    of directors' resolution to the effect that, subject to
                    the performance of Stage `A' of the Transaction, as of the
                    First Closing Date there shall be added to the Company's
                    board of directors and serve thereon as a director one
                    nominee who shall be nominated for office by Koor and who
                    meets the Qualification Conditions. Federmann undertakes
                    that there will be a vacancy on the Company's board of
                    directors so that it will be possible to add Koor's
                    nominee as aforesaid to the Company's board of directors.
                    Koor shall provide Federmann and the Company prior written
                    notice of the name of such nominee or of another nominee,
                    as nominated by Koor, in his place, and Koor (with
                    Federmann's assistance) shall coordinate with the
                    Company's


<PAGE>


                    corporate secretary such nominee's compliance with the
                    Qualification Conditions, all no later than 14 days prior
                    to the earlier of: (1) the Stage `A' Completion Deadline
                    or (2) the First Closing Date.

                    If for any reason it is not possible to appoint the
                    nominee nominated by Koor as aforesaid as a director of
                    the Company, another nominee nominated by Koor, who meets
                    the Qualification Conditions, shall be appointed in his
                    place. Without derogating from the foregoing, if the
                    nominee nominated by Koor as aforesaid is not added to the
                    Company's board of directors on the First Closing Date,
                    Federmann shall call a General Meeting of the Company as
                    soon as possible, on the agenda of which shall be the
                    appointment of the nominee nominated by Koor as aforesaid
                    as a director of the Company. Federmann undertakes to vote
                    in favor of the appointment of the nominee nominated by
                    Koor, who was not appointed as aforesaid but does meet the
                    Qualification Conditions.

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

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

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

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

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

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

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


<PAGE>


                    On the Second Closing Date, Federmann shall sell and
                    transfer to Koor, on and against payment of the full
                    amount of the Stage `B' Consideration, 1,000,000 (one
                    million) Ordinary Shares (the Stage `B' Shares), fully
                    paid and Free and Clear, and Koor shall purchase and
                    receive from Federmann the Stage `B' Shares and pay
                    Federmann the full amount of the Stage `B' Consideration
                    (in this Deed "Stage `B' of the Transaction").
                    For the avoidance of any doubt, the performance of Stage
                    `B `of the Transaction is not conditioned upon any
                    condition precedent, and is not connected in any way or
                    form whatsoever with the Elbit-Koor Deed and/or Stage `B'
                    of the Elbit-Koor Deed.

12.      REVOKED [including the extension of certain deadlines, in accordance
         with the protocol dated 18 April 2005]

13.      The Second Closing Date
         -----------------------

         On the Second Closing Date, the Parties and the Company shall meet at
         such place as determined by the Parties and the Company, and they
         shall perform the following interdependent acts contemporaneously:

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

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

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

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

         13.5       Federmann and Koor shall deliver this Deed to the Company,
                    and Federmann shall procure the entry of Koor in the
                    Company's


<PAGE>


                    shareholder registry as the holder of the Stage `B' Shares
                    and that Koor receives a share certificate from the
                    Company in the Company's standard form attesting to Koor's
                    ownership of the Stage `B' Shares.

         13.6       Federmann shall provide Koor a copy of the Company's board
                    of directors' resolution that, subject to the performance
                    of Stage `B' of the Transaction, there shall be added to
                    the Company's board of directors and serve on it an
                    additional director or directors another nominee or such
                    number of other nominees who is or are nominated for
                    office by Koor to the effect that after his or their
                    addition to the board of directors, the number of the
                    Company's directors who have been nominated for office by
                    Koor and meet the Qualification Requirements, including
                    the director added to the Board of Directors as provided
                    in Clause 10.6 above, shall be the greater of:

                    (1)         two directors; or

                    (2)         a number of directors equal to 20% of the
                                number of the Company's directors (including
                                external directors and including the director
                                or directors added on Koor's nomination as
                                aforesaid), rounded up to the nearest whole
                                number.

                    Said board of directors' resolution shall provide that
                    Koor's nominee or nominees as aforesaid shall be added to
                    the Company's board of directors on the Second Closing
                    Date.

                    Federmann undertakes that there will be sufficient
                    vacancies on the Company's board of directors to make the
                    addition of Koor's nominee or nominees as aforesaid
                    possible.

                    Koor shall arrange to provide Federmann and the Company
                    prior written notice of the name or names of its nominee
                    or nominees as aforesaid or of another nominee or other
                    nominees, as nominated by Koor in his or their place, and
                    Koor (with Federmann's assistance) shall coordinate with
                    the Company's corporate secretary those nominees'
                    compliance with the Qualification Requirements, all by no
                    later than 14 days prior to the Second Closing Date.

                    If for any reason it is not possible to appoint the
                    nominee or nominees that Koor proposes as aforesaid as a
                    director or directors of the Company, another nominee or
                    nominees, meeting the Qualification Requirements, shall be
                    appointed on Koor's nomination in his or their place.


<PAGE>


                    If and insofar as according to U.S. securities laws,
                    including the U.S. Sarbanes-Oxley Act and the rules and
                    regulations that have been and are in future issued by
                    virtue thereof, including the rules of Nasdaq, it is
                    required that a majority of the Company's directors be
                    Independent Directors, then there shall be appointed as
                    additional directors of the Company, on Koor's nomination
                    as aforesaid, such number of nominees who fulfill the
                    requirements for Independent Directors, equal to one half
                    (50%) of the total number of directors who are elected to
                    office on Koor's nomination as provided in Clause 10.6
                    above and in this Clause 13.6, that number being rounded
                    up to the nearest whole number.

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

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

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

         13.10      All the acts mentioned above in this Clause 13 shall be
                    deemed as being performed concurrently, no individual act
                    shall be deemed as completed and no individual document
                    shall be deemed as delivered until all the concurrent acts
                    have been completed and all the documents are delivered.

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


<PAGE>


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

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

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

                    14.3.2      the Second Closing Date;

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


15.      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; or (2) the Second Closing Date; Federmann
                    shall, insofar as it is able, oppose and vote by virtue of
                    all the Company's shares that it holds at that time
                    against any resolution that concerns: (a) the making of
                    any distribution whatsoever, whether in cash, in kind or
                    by a distribution of bonus shares, to the Company's
                    shareholders, apart from the distribution of a current
                    dividend in cash of not more than $ 0.23 per Ordinary
                    Share in any calendar quarter; (b) an rights offering for
                    the acquisition of any securities of the Company; (c) any
                    modification to the Company's incorporation documents that
                    is such as to affect Koor's rights pursuant to the
                    Company's incorporation documents in a way that is
                    prejudicial to Koor in comparison with Federmann, all
                    unless Koor's


<PAGE>


                    consent is provided thereto by written notice to be signed
                    by two officers of Koor 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, as the case may be, one or more of the
                    following events occurs, despite or in accordance with the
                    provisions of Clause 15.1 above, the Consideration or
                    number of the Shares Being Sold, as the case may be, shall
                    be adjusted in accordance with the following provisions:

                    15.2.1      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, as the case may be) that
                                Federmann will be entitled to receive in
                                respect of the Shares Being Sold (gross)
                                (namely that the record date for its
                                distribution is prior to the First Closing
                                Date or the Second Closing Date, as the case
                                may be).

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

                    15.2.3      If the Company distributes bonus shares or
                                dividend in kind to its shareholders prior to
                                the First Closing Date or the Second Closing
                                Date, as the case may be, the Consideration
                                shall not be adjusted but the Shares Being
                                Sold shall be subject to the addition of the
                                bonus Shares, Free and Clear, or of assets
                                received as dividend in kind (gross) in
                                respect of


<PAGE>


                                the Shares Being Sold, Free and Clear, without
                                Koor 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
                                number of Shares Being Sold shall be adjusted
                                pro rata to the consolidation or sub-division
                                and the Consideration shall not be modified.

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

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

         16.2       The events are as follows:

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

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


<PAGE>


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

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

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

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

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

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

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

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


<PAGE>


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

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

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

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

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

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

                    Provided that:

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

                    (2)         by the Effective Date copies of the
                                resolutions of Federmann's General Meeting and
                                board of directors, as mentioned in Clause
                                19.1.1 above, have been received at Koor's
                                offices jointly with written confirmation from
                                Federmann's attorneys that the said
                                resolutions were duly adopted and Messrs
                                Michael Federmann and Dov Ninveh were together
                                empowered to sign, on behalf of Federmann,
                                this Deed and the documents ancillary hereto
                                or those necessary for the purpose of its
                                performance, and also the


<PAGE>


                                Shareholders Agreement, and to obligate it
                                thereunder; and written confirmation from the
                                attorneys of Heris Aktiengesellschaft that the
                                competent organs of Heris Aktiengesellschaft
                                have approved its entering into the
                                Shareholders Agreement and Mr. Michael
                                Federmann has been empowered to sign, on
                                behalf of Heris Aktiengesellschaft, the
                                Shareholders Agreement and obligate it by
                                virtue thereof;

                    (3)         by the Effective Date a copy of the resolution
                                of Koor's board of directors, as mentioned in
                                Clause 19.1.2 above, has been received at
                                Federmann's offices, together with written
                                confirmation from Koor's legal counsel that
                                the resolution was duly adopted and Messrs
                                Jonathan Kolber and Danny Biran were together
                                empowered to sign, on Koor's behalf, this Deed
                                and the documents ancillary hereto or those
                                necessary for the purpose of its performance
                                and also the Shareholders Agreement and to
                                obligate it thereunder; and

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

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

         19.3       This Deed shall become effective, if and insofar as it
                    becomes effective, at such time as mentioned in Clause
                    19.1 above. Nevertheless: the performance and completion
                    of Stage `A' of the Transaction are conditional upon the
                    fulfillment of all the Stage `A' Conditions Precedent by
                    the Stage `A' Completion Deadline and, except for the
                    obligations in Clauses 14 to 18 above and Clause 20.8
                    below, neither Party shall be liable to do any act for the
                    performance and completion of Stage `A' of the Transaction
                    before the fulfillment of all the Stage `A' Conditions
                    Precedent; and

         19.4       The performance and completion of Stage `B' of the
                    Transaction is not conditioned upon any condition
                    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 Federmann
                    and Koor, without any further authority being necessary.

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

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

         20.6       Unless otherwise expressly provided in this Deed, the
                    Parties hereto may not assign or transfer their rights or
                    obligations pursuant to this Deed to any third party or
                    perform this Deed through any third party, unless the
                    other Party's prior written consent has been obtained, and


<PAGE>


                    nothing in this Deed shall be deemed to vest any right in
                    anyone who is not a Party hereto.

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

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

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


          IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT



<TABLE>
<CAPTION>

<S>                       <C>                     <C>                          <C>
By: /s/ Jonathan Kolber  /s/ Danny Biran          By: /s/ Michael Federmann   /s/ Dor Ninveh
    -------------------  ---------------              ---------------------   --------------
KOOR INDUSTRIES LTD.                              FEDERMANN ENTERPRISES LTD.

Jonathan Kolber                                   Michael Federmann
Danny Biran                                       Dov Ninveh

</TABLE>

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

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

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

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

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

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

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