Exhibit 4.11


                                BLOCK TRADE DEED

         DEED FOR SALE BY KOOR INDUSTRIES LTD OF 15,928,839 ORDINARY SHARES IN
MAKHTESHIM-AGAN INDUSTRIES LTD This Deed dated February 3, 2005 is made
between KOOR INDUSTRIES LTD with registered office at 14 Hamalacha Street,
Afek Business Park, Rosh Ha'ayin, 48091, Israel (the "Seller") and MERRILL
LYNCH INTERNATIONAL, with registered office at Merrill Lynch Financial Centre,
2 King Edward Street, London, EC1A 1HQ ("MLI").

Whereas: The issued and outstanding ordinary share capital of Makhteshim-Agan
Industries Ltd (the "Company") is comprised of ordinary shares of par value 1
NIS each (the "Shares"). The Seller proposes to sell to MLI 15,928,839 Shares
(with all rights attaching thereto) (the "Sale Shares"), being part only of its
holding of Shares in the Company.

1.       Sale and Transfer of the Sale Shares

1.1      The Seller agrees to sell to MLI and MLI agrees to buy from the
         Seller, the Sale Shares, together with all rights attaching thereto,
         at the Closing Time (as defined in Clause 6) at a purchase price of
         [Insert Purchase Price] per Sale Share (the "Purchase Price"),
         pursuant to the terms and conditions of this Deed and in reliance on
         the representations and warranties set out below. Such sale and
         purchase is referred to herein as the "Block Trade".

2.       Representations and Warranties of the Seller

         The Seller represents and warrants to, and agrees with, MLI as
         follows.

2.1      The Seller has been duly incorporated, is validly existing under the
         laws of Israel with full power and authority under its memorandum and
         articles of association and otherwise to enter into and perform its
         obligations pursuant to this Deed.

2.2      This Deed has been duly executed and delivered by the Seller and
         constitutes valid and legally binding obligations of the Seller
         enforceable in accordance with its terms, and the execution, delivery
         and performance of this Deed and the consummation of the transactions
         contemplated hereby have been duly authorised by the Seller and all
         necessary corporate action has been taken by the Seller for the
         performance of this Deed.

2.3

2.3.1    the Seller has good legal, beneficial and marketable title to the Sale
         Shares, and power to sell and transfer the Sale Shares with full title
         guarantee, free and clear of any pledge, lien, mortgage, encumbrance,
         security interest, claim or equity whatsoever (each an "Encumbrance"),
         and upon the sale of the Sale Shares in accordance with this Deed, MLI
         will acquire good legal, beneficial and marketable title to the Sale
         Shares, free and clear of any Encumbrances: and

2.3.2    the Sale Shares are listed on the Tel Aviv Stock Exchange (the
         "Exchange") and are freely tradable.

2.4      The Sale Shares are validly issued, fully paid and non-assessable and
         when delivered to MLI in accordance with the provisions of this Deed
         will have the same rights as, and rank pari passu with, all of the
         other Shares of the Company of the same class. No holder of Sale
         Shares is or will be subject to any liability to the Company arising
         out of its holding of Shares.

2.5      To the best of the Seller's knowledge, since November 8, 2004 (date of
         last published accounts) there has not occurred any material adverse
         change, or any development involving a prospective material adverse
         change, in the condition, financial or otherwise, or in the earnings,
         business affairs or business prospects of the Company and its
         subsidiaries, considered as one enterprise, whether or not arising in
         the ordinary course of business.

2.6      The Seller is not aware of any non-public fact or circumstance that,
         if made public, would or would be likely to have a material adverse
         effect upon the market price of the Shares, the Company or the Company
         and its subsidiaries, considered as one enterprise.

2.7      Neither the Seller nor any of its affiliates (as defined in Regulation
         D under the Securities Act ("Regulation D")), nor any persons acting
         on its or their behalf, (i) has made or will make any offers or sales
         of any security, or has solicited or will solicit offers to buy, or
         otherwise has taken or will take any other action negotiated in
         respect of, any security, under circumstances that would require the
         registration of the Sale Shares under the Securities Act; or (ii) has
         engaged or will engage in any form of "general solicitation" or
         "general advertising" (as defined in Regulation D) in connection with
         the offer and sale of the Sale Shares in the United States.

2.8      Neither the Seller nor any of its affiliates (as defined in Rule 405
         under the Securities Act) ("Affiliates"), nor any persons acting on
         its or their behalf has engaged or will engage in any "directed
         selling efforts" (as defined in Regulation S) with respect to the Sale
         Shares.

2.9      Neither the Seller nor any of its Affiliates, nor any person acting on
         its or their behalf has taken or will take, directly or indirectly,
         any action designed to cause or to result in, or that has constituted
         or which might reasonably be expected to cause or result in, the
         stabilisation or manipulation of the price of any security of the
         Company and by entering into this Deed the Seller is not seeking to
         create, or expecting there to be created, a false or misleading market
         in, or price of, the Shares or any other security of the Company.

2.10     The Seller has not distributed and none of its Affiliates has
         distributed and, prior to the later to occur of (i) the Closing Time
         and (ii) completion of the distribution of the Sale Shares, neither
         the Seller nor any of its Affiliates shall distribute any offering
         material in connection with the offering and sale of the Sale Shares.

2.11     The execution and delivery of this Deed and the performance of the
         transactions contemplated herein do not (i) conflict with or result in
         a breach of any of the terms or provisions of, or constitute a default
         under, the certificate of incorporation or by-laws or other
         constitutive documents of the Seller or of any indenture, trust, deed,
         mortgage or other agreement or instrument to which the Seller is a
         party or by which any of its assets is bound, (ii) conflict with or
         constitute a breach of any existing applicable law, regulation,
         judgement, order, authorisation or


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         decree of any government, governmental or regulatory body or court
         having jurisdiction over the Seller, or (iii) infringe any rule of
         any of the Exchange.

2.12     The Seller has obtained all consents, approvals, registrations,
         filings, qualifications or similar permissions of or with any court,
         stock exchange or taxation authority, and/or any governmental,
         regulatory or other agency or body required (if any) for or in
         connection with the sale and delivery of the Sale Shares and the valid
         execution, delivery and performance by the Seller of this Deed and no
         event has occurred or is expected to occur which allows, or after
         notice or lapse of time would allow revocation or termination thereof.

2.13     There are no legal or governmental proceedings pending or, to the
         knowledge of the Seller, threatened that may prevent the sale of the
         Sale Shares as contemplated hereby or permit the unwinding of such
         sale and the clawback of the Sale Shares.

3.       Undertakings of the Seller

         The Seller agrees with MLI that:

3.1      Neither the Seller, nor any of its wholly owned subsidiaries (except
         for Koor Tadiran Provident Fund), nor any person acting on its or
         their behalf, will, directly or indirectly, offer, pledge, sell,
         contract to sell, sell any option or contract to purchase, purchase
         any option or contract to sell, grant any option, right or warrant for
         the sale of, or otherwise transfer or dispose of any securities of the
         same class as the Sale Shares or any securities convertible into or
         exchangeable for securities of the same class as the Sale Shares or
         other instruments representing interests in securities of the same
         class as the Sale Shares or enter into any swap or other agreement or
         transaction that transfers, in whole or in part, directly or
         indirectly, the economic consequence of ownership of shares, whether
         any such swap or transaction is to be settled by delivery of shares or
         other securities, in cash or otherwise in each case without the prior
         written consent of MLI for a period beginning on the date of this Deed
         and ending on the date which is 90 days after the Closing Time (as
         defined in Clause 6 below).

3.2      The Seller will as soon as practicable after the Closing Time and
         within any prescribed period of time give such notices to, or make
         such announcements or filings with, the Exchange or other agencies or
         bodies, as shall be required under any applicable law or regulation in
         connection with the sale of the Sale Shares in the manner contemplated
         hereunder.

3.3      The Seller will pay and/or indemnify MLI in respect of any amounts
         paid or payable by MLI in respect of, (a) any stamp, securities
         transfer, issue, registration, documentary, or other taxes, duties or
         governmental charges whatsoever, including interest and penalties,
         ("Taxes") payable in connection with (i) the execution and delivery of
         this Deed; (ii) the performance of the obligations arising under this
         Deed and the Block Trade; and/or (iii) the offering of, delivery of,
         or agreement to purchase the Sale Shares hereunder and (b) any
         value-added tax payable on any amounts payable by the Seller pursuant
         to this Deed. All payments to be made by the Seller to MLI or any
         Indemnified Party (as defined below) hereunder shall be made without
         withholding or deduction for or on account of any present or future
         Taxes unless the Seller is compelled by law to deduct or withhold such
         Taxes. In that event, the Seller shall pay such additional amounts as
         may be necessary in order that the net amounts received after such
         withholding or deduction shall equal the amounts that would have been
         received if no withholding or deduction had been made.

3.4      No consents, approvals, registrations filings, qualifications or
         similar permissions of any governmental or taxation agency or
         authority are currently required (including any foreign exchange or
         foreign currency approvals) in order for the Seller to allow or pay to
         MLI any discounts, costs, taxes or expenses contemplated by this Deed.

3.5      The Seller shall promptly pay or transfer to MLI all dividends,
         distributions or other rights declared or distributed in respect of
         the Sale Shares for which a record date occurs on or after the date of
         closing.

4.       Costs and Expenses

4.1      Save as otherwise provided in this Deed, whether or not the Block
         Trade is completed, all costs and expenses incurred in connection with
         this Deed and the transactions contemplated hereby shall be paid by
         the party incurring such costs and expenses.

5.       Conditions

         The obligations of MLI under this Deed shall be subject to the
         following conditions:

5.1      the representations and warranties of the Seller contained herein
         being true, accurate and correct as of the date hereof;

5.2      delivery by the Seller, prior to or on the signing of this Deed, of a
         legally binding undertaking from an authorised signatory of the
         Company to the following effect:

         "For so long as any Sale Shares are "restricted securities" within the
         meaning of Rule 144(a)(3) under the U.S. Securities Act of 1933, as
         amended (the "Securities Act"), the Company shall, during any period
         in which it is neither subject to Section 13 or 15(d) of the US
         Securities Exchange Act of 1934 nor exempt from reporting pursuant to
         Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner
         of such restricted securities or to any prospective purchaser of such
         restricted securities designated by such holder or beneficial owner,
         upon the request of such holder, beneficial owner or prospective
         purchaser, the information required to be provided by Rule 144A(d)(4)
         under the Securities Act. This undertaking is intended to be for the
         benefit of the holders, beneficial owners and the prospective
         purchasers designated by such persons, from time to time of such
         restricted securities."

5.3      MLI receiving at the time of signing this Deed, in each case in form
         and substance satisfactory to MLI:

         (i)  an Israeli law opinion from the General Counsel of the Seller;
              and

         (ii) a US "no registration" opinion from White & Case, legal advisers
              to MLI.

6.       Settlement and Closing

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6.1      Settlement of the Block Trade shall occur at [insert time]
         a.m/p.m.([insert relevant jurisdiction] time). on [insert date] 2005
         (or such other time and date as the parties may agree in writing (the
         "Closing Time") by the transfer to the account of the Seller to be
         designated by the Seller in immediately available funds of the
         aggregate Purchase Price for the Sale Shares against delivery of the
         Sale Shares in book entry form to the account of MLI to be designated
         by MLI or otherwise in the manner agreed upon between the parties.

7.       Indemnification

7.1      The Seller agrees to indemnify and hold harmless MLI and each of its
         Affiliates, subsidiaries and holding companies and the subsidiaries of
         any of such holding companies and their respective directors,
         officers, employees and agents (MLI and each such person being an
         "Indemnified Party") from and against:

7.1.1    any and all losses, claims, damages, liabilities, costs and expenses,
         joint or several as incurred, which any Indemnified Party may suffer
         or incur; and

7.1.2    all liability in respect of any claim or action which is brought or
         threatened to be brought against an Indemnified Party (whether or not
         such claim or action is in fact brought or is successful, compromised
         or settled) including (without prejudice to the generality of the
         foregoing) all costs, charges and expenses (including, without
         limitation, legal expenses) as they are reasonably incurred by an
         Indemnified Party in connection with the investigation of, preparation
         for or defence of any pending or threatened claim or any action or
         proceeding arising therefrom, whether or not such Indemnified Party is
         a party thereto, and whether or not such claim, action or proceeding
         is initiated or brought by or on behalf of the Seller;

         in each case arising by reason of, or in connection with, (i) any
         breach or alleged breach of the representations, warranties,
         agreements or undertakings given or made by the Seller in this Deed.

7.2      If any action, claim or demand shall be brought or alleged against any
         Indemnified Party in respect of which indemnity is to be sought from
         the Seller under this Clause 7, the Indemnified Party shall promptly
         notify the Seller and shall keep the Seller reasonably informed of the
         progress of any claim or demand in respect of which indemnification is
         sought under this Clause 7. The Seller shall reimburse to the
         Indemnified Party on demand the fees and expenses of the Indemnified
         Party's legal advisers as incurred by the Indemnified Party in
         connection with the defence thereof. The Seller shall not be liable to
         indemnify any Indemnified Person for any settlement, compromise or
         consent to entry of judgement effected by the Indemnified Person
         without the prior written consent of the Seller, which consent shall
         not be unreasonably withheld or delayed.

8.       Notices

         Any notice to be given under this Deed shall be in writing and shall be
         delivered to or sent by registered, special delivery or recorded post
         or by facsimile transmission for the attention of the persons set out
         below to the parties' respective addresses or, in the case of
         facsimile transmission, to the respective numbers set out below.

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------
Seller:                                        MLI:
------------------------------------------------------------------------------------------------
<S>                                            <C>
Koor Industries Ltd                            Merrill Lynch International
Attention:        Mr Sholmoheller              Attention:      Equity Capital Markets
14 Hamalacha Street                            Address:        Merrill Lynch Financial Centre
Afek Business Park                                             2 King Edward Street
Rosh Ha'ayin 48091                                             London
Israel                                                         EC1A 1HQ
Tel:              +972 3 900 8420              Tel:            +44 20 7995 3700
Fax:              +972 3 900 8425              Fax:            +44 20 7995 2516/4778
------------------------------------------------------------------------------------------------
</TABLE>

9.       Miscellaneous

9.1      No waiver, amendment or other modification of this Deed shall be
         effective unless in writing and signed by each party to be bound
         thereby. (For the avoidance of doubt, no consent of a third party is
         required to amend or modify this Deed).

9.2      The Seller undertakes to execute all such documents and do all such
         acts and things as MLI may reasonably require to give effect to the
         terms of this Deed and to effect the Block Trade.

9.3      Notwithstanding completion of the transactions contemplated by this
         Deed, the provisions of Clauses 2, 3, 4.1, 7, 8, 9 and 10 shall
         continue in full force and effect.

9.4      This Deed may be signed in any number of counterparts and by the
         parties on separate counterparts, each of which is an original, but
         all of which constitute one and the same instrument.

9.5 Each Indemnified Party (as defined in Clause 7.1) will have the right under
the Contracts (Rights of Third Parties) Act 1999 (which will apply to this
Deed) to enforce its rights against the Seller under this Deed, as amended from
time to time, provided that, save to the extent notified to the Seller in
writing by MLI, MLI will have sole conduct of any action on behalf of the
relevant Indemnified Person. Save as provided in this Deed no one other than
MLI and the Seller will be entitled to directly enforce their rights under this
Deed under the Contracts (Rights of Third Parties) Act 1999 or otherwise. MLI
will have no responsibility to any Indemnified Party under or as a result of
this Deed.

10.      Governing Law

10.1     This Deed shall be governed by, and construed in accordance with, the
         English law.

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10.2     Each party hereto irrevocably submits to the non-exclusive
         jurisdiction of the courts of England with respect to any legal
         action, suit or proceeding against it with respect to its obligations,
         liabilities or any other matter arising out of or in connection with
         this Deed ("Proceedings").

10.3     Nothing in this Clause 10 shall limit the right of any party to take
         Proceedings in any other court of competent jurisdiction nor shall the
         taking of Proceedings in one or more jurisdictions preclude the
         parties from taking Proceedings in any other jurisdiction, whether
         concurrently or not.

10.4     The Seller hereby irrevocably appoints Norose Notices Limited, for the
         attention of Stephen Rigby, Kempson House, Camomile Street, London
         EC3A 7AN as its authorised agent for service of process in England. If
         for any reason such agent shall cease to be such agent for service of
         process, the Seller shall forthwith appoint a new agent for service of
         process in England acceptable to MLI and deliver to MLI a copy of the
         new agent's acceptance of that appointment within 30 days. Nothing in
         this Deed shall affect the right to serve process in any other manner
         permitted by law.

         This Deed has been entered into on the date mentioned at the beginning.



MERRILL LYNCH INTERNATIONAL


/s/ Illegible
-------------
By: Illegible
Title: Illegible


KOOR INDUSTRIES LTD


/s/ Aaron Zuker          /s/ Yuval Yanai
---------------          ---------------
By: Aaron Zuker          Yuval Yanai
Title: Vice President    Senior Vice President & CFO



















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