Exhibit 4.2

         27,000,000 Ordinary Shares of Makhteshim Agan Industries Ltd.
         ------------------------------------------------------------

This agreement dated Wednesday 14 January 2004 sets out the terms under which
UBS Securities Israel Limited ("UBS" / "Buyer") will purchase 27,000,000
Ordinary Shares (the "Shares") of Makhteshim Agan Industries Ltd. (the
"Issuer") from Koor Industries Ltd. ("Seller").

1.       Purchase and sale
         -----------------

         Subject to the terms and conditions of this agreement (the
         "Agreement") Seller agrees as legal and beneficial owner to sell the
         Shares, free of all liens, charges or other encumbrances and Buyer
         agrees to purchase and pay for the Shares or procure the purchase of
         and payment for the Shares at a net price of Israeli Shekels 15.50
         per Share for a total consideration of Israeli Shekels 418,500,000
         (the "Purchase Price") together with all dividends, distributions and
         other benefits attaching to the Shares as at today's date.

2.       Closing
         -------

         (a)      On Sunday 18 January 2004 or at such other time and/or date
                  as Seller and Buyer may agree (the "Closing Date"), Buyer
                  shall pay to Seller the Purchase Price for the Shares for
                  value on the Closing Date against delivery of the Shares on
                  the Closing Date, such payment and delivery taking place by
                  way of an off-the-floor, clearing house transaction via
                  TASE.

         (b)      Seller undertakes that it will not, and will ensure that
                  none of its subsidiaries (other than the Issuer) will, prior
                  to the expiry of 120 days following the Closing Date, offer,
                  issue, sell or otherwise dispose of (or announce an
                  intention of doing so) any other shares of the Issuer or any
                  securities convertible into or exchangeable for or carrying
                  rights to acquire other shares of the issuer without the
                  prior written consent of Buyer. This undertaking will not
                  apply to (i) any Shares offered or sold by Seller (or
                  announced as an intention to do so), or any of its
                  subsidiaries or affiliates, as over-allotment shares in any
                  public capital raising exercise of the Issuer and (ii) any
                  transfer of Shares by Seller to any of its affiliates,
                  provided that such affiliate agrees with Buyer to be bound
                  by the terms of this Agreement.

         (c)      Seller undertakes with Buyer that it will bear and pay any
                  stamp or other duties or taxes on or in connection with the
                  sale, and transfer of the Shares to be sold by Seller and
                  the execution and delivery of this Agreement and any other
                  tax payable by Seller in connection with the transactions
                  contemplated hereby.


3.       Expenses
         --------

         Seller and Buyer shall bear their own legal costs (if any) and all
         their other out-of-pocket expenses (if any).

4.       Representations and warranties
         ------------------------------

         (a)      As a condition of the obligation of Buyer to purchase and
                  pay for, or procure the purchase of and payment for the
                  Shares, Seller represents and warrants to Buyer as follows:-

                  (i)      that Seller is the holder and sole legal and
                           beneficial owner of the Shares free from all liens,
                           charges and other encumbrances and that the Shares
                           rank pari passu in all respects with other
                           outstanding ordinary shares of the Issuer,
                           including their entitlement to dividends,

                  (ii)     that Seller has the corporate power and authority
                           to sell the Shares hereunder and no person has any
                           conflicting right, contingent or otherwise, to
                           purchase or to be offered for purchase, the Shares,
                           or any of them,

                  (iii)    that the execution, delivery and performance of
                           this Agreement has been duly authorised by Seller
                           and upon due execution the same will constitute a
                           legal, valid and binding obligation of Seller,

                  (iv)     that the execution, delivery and performance of
                           this Agreement by Seller will not infringe any law
                           or regulation applicable to Seller and is not and
                           will not be contrary to the provisions of the
                           constitutional documents of Seller and will not
                           result in any breach of the terms of, or constitute
                           a default under, any instrument or agreement to
                           which Seller is a party or by which it or its
                           property is bound,

                  (v)      that there are no restrictions (contractual or
                           otherwise) prohibiting or otherwise affecting the
                           sale or transfer of the Shares to Buyer, other than
                           those necessary to ensure compliance with the
                           registration requirements of the U.S. Securities
                           Act of 1933, as amended, or an exemption therefrom,
                           and no consents or approvals are required to be
                           obtained in connection with the sale of the Shares
                           to Buyer and the sale of the Shares to Buyer will
                           not violate or breach any representation or
                           warranty made by Seller pertaining to the Shares.

                  (vi)     that all consents and approvals of any court,
                           government department or other regulatory body
                           required by Seller for the execution, delivery and
                           performance of the terms of this Agreement have
                           been obtained and are in full force and effect,

                  (vii)    to the best of Seller's knowledge, that there has
                           been no material adverse change in the condition
                           (financial or otherwise) of the Issuer and its
                           subsidiaries since the date of the last published
                           accounts,

                  (viii)   Seller is in compliance with all applicable insider
                           dealing, market abuse and analogous legislation and
                           regulation.

                  (ix)     the representations and warranties of Seller set
                           forth in Seller's representation letter (in form
                           similar to the form attached as Exhibit A titled,
                           "Seller's Representation Letter"), dated on or
                           about the date hereof, to Buyer are true and
                           correct.

         (b)      Seller covenants with Buyer that it will keep Buyer
                  indemnified against any losses, liabilities, costs, claims,
                  actions and demands (including any expenses arising in
                  connection therewith) which it may incur, or which may be
                  made against it as a result of or in relation to any actual
                  or alleged misrepresentation in or breach of any of the
                  above representations and warranties and will reimburse
                  Buyer for all reasonable costs, charges and expenses which
                  it may pay or incur in connection with investigating,
                  disputing or defending any such action or claim.

         (c)      The above representations, warranties and indemnity shall
                  continue in full force and effect until 3 months after the
                  publication of Seller's next Annual Report notwithstanding
                  any investigation by or on behalf of Buyer or completion of
                  this Agreement.

5        Conditions to Closing
         ---------------------

         The obligations of Buyer hereunder shall be subject to the condition
         that all representations and warranties and other statements of
         Seller herein are, and as of the Closing Date will be, true, complete
         and accurate and to the performance by Seller of all of its
         agreements set forth herein.

6.       Termination
         -----------

         Buyer may by notice to the Seller given at any time prior to payment
         of the Purchase Price for the Shares terminate this Agreement if any
         of the representations and warranties contained in clause 4 was
         untrue in any material respect at the time of making thereof or as of
         the Closing Date, or Seller shall have failed to perform any of its
         undertakings or agreements in this Agreement

         Upon such notice being given, the parties hereto shall (except for
         any liability arising before or in relation to such termination) be
         released from their obligations hereunder.

7.       Law and jurisdiction
         --------------------

         This Agreement is governed by English law. It is agreed by Seller for
         the benefit of Buyer that the English courts will have jurisdiction
         in relation to this Agreement and Seller submits to the jurisdiction
         of such courts provided that this submission shall not limit the
         right of Buyer to take proceedings in any court of competent
         jurisdiction.

8.       Miscellaneous
         -------------

         (a)      Time shall be of the essence of this Agreement.

         (b)      The heading to each Clause is included for convenience only
                  and shall not affect the construction of this Agreement.

         (c)      In the event any provision of this Agreement is found to be
                  or becomes invalid or unenforceable, no other provision of
                  this Agreement shall thereby be affected and the Agreement
                  shall remain valid and enforceable in respect of all
                  remaining provisions, and any invalid or unenforceable
                  provision will be deemed to be replaced by a provision which
                  as nearly as possible accomplishes the commercial purpose of
                  the original.

If the foregoing is in accordance with your understanding, please sign and
return to us a counterpart hereof. Upon acceptance by you this Agreement and
such acceptance shall constitute a binding agreement between Buyer and Seller.

Yours faithfully
UBS Securities Israel Limited


/s/ Adam Welham                                   /s/ David Nee
---------------------------------                 ------------------------------
Agreed to and accepted by Seller:                 David Nee


/s/ Jonathan Kolber                                /s/ Shlomo Heller
---------------------------------                 ------------------------------
Koor Industries Ltd.                              S. Heller
J.Kolber

<PAGE>


                                   EXHIBIT A
                        SELLER'S REPRESENTATION LETTER
                        ------------------------------

UBS Securities Israel Limited ("UBS")
Attention: Equity Risk Management
Facsimile: [      ]



In conjunction with the sale of 27,000,000 ordinary shares ("the Shares") of
Makhteshim Agan Industries Ltd. (the "Issuer') to you by Koor Industries
Ltd.("Seller"), Seller represents and warrants to you as follows:

1.       the Shares meet the eligibility requirements of Rule 144A(d)(3) under
         the Securities Act of 1933, as amended (the "Act").

2.       that neither Seller, nor any of its affiliates (as defined in Rule
         501(b) of Regulation D ("Regulation D") under the Act), nor any
         person acting on its or their behalf (other than UBS or any of its
         affiliates as to which no representation is made) (i) has made or
         will make offers or sales of any security, or solicited or will
         solicit offers to buy, or otherwise negotiated or will negotiate in
         respect of, any security, under circumstances that would require the
         registration of the Shares under the Act; or (ii) has engaged or will
         engage in any form of general solicitation or general advertising
         (within the meaning of Regulation D) in connection with any offer or
         sale of the Shares in the United States.

3.       that neither Seller, nor any of its affiliates (as defined in Rule
         405 under the Act), nor any person acting on its or their behalf
         (other than UBS or any of its affiliates as to which no
         representation is made) has engaged or will engage in any "directed
         selling efforts" (as defined in Regulation S under the Act with
         respect to the Shares).

                                              Very truly yours,


                                              ________________________________
                                              Koor Industries Ltd.

                                              ___________
                                              [date]

                                              ________________________________
                                              [authorized signatory/ies]