Exhibit 4.2

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|THIS SHARE PURCHASE AGREEMENT
  (the Agreement) is made on DECEMBER ___ 2006BETWEEN (1) Elbit Ltd.whose principal
offices are 3 Azrieli
  Center, Triangle Building, 42nd Floor, Tel Aviv 67023, Israel Fax
  # (03) 607 5556 (the Seller)
  and (2) the purchaser named on Exhibit 1.1 hereto (the Purchaser).
|                                                                                                                                                                                                                                                                                                                     
|IT IS AGREED
  as follows:                                                                                                                                                                                                                                                                                           
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|1.                                                                                                                                                                                                                                                                                                                    | SALE AND
  PURCHASE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|1.1                                                                                                                                                                                                                                                                                                                   | At
  Completion (as defined below), the Seller hereby sells to the Purchaser and
  the Purchaser hereby purchases from the Seller the number of ordinary shares
  of nominal value 0.01 NIS each of Partner Communications Company Ltd. (the Company) set forth opposite the
Sellers
  name in Exhibit 1.1 hereto (the Sale Shares) and the Seller shall assign
  to the Purchaser, all Sellers rights and obligations under the Relationship
  Agreement and Shareholders Agreement (both as defined below) with respect to
  the Sale Shares.                                                                                                                                                                                                                                                                             
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|1.2                                                                                                                                                                                                                                                                                                                   | The Sale
  Shares shall be sold free from any charge, pledge, lien, option, right to
  acquire or any other security interest of any kind and any agreement to
  create any of the foregoing but subject to the restrictions detailed in
  section 1.3 below (the Encumbrances).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|1.3                                                                                                                                                                                                                                                                                                                   | The
  transferability of the Sale Shares is restricted and is subject to the terms
  of a Restatement of the Relationship Agreement made on April 20, 2005, by and
  among the Seller, Polar Communications Ltd., Matav Cable Systems Media Ltd.
  and Matav Investments Ltd., Eurocom Communications Ltd., Tapuz Cellular
  Systems Ltd., Advent Investments Pte Limited and Hutchison Telecommunications
  International (Netherlands) B.V. (the Relationship
  Agreement), the Articles of Association of the Company, amended
  from time to time, the approval and authorization of the Minister of
  Communications (to the extent required by law) and a licence and permit dated
  7 April 1998 granted by the Minister of Communications to the Company, as
  such has been amended from time to time (the License). 
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|1.4                                                                                                                                                                                                                                                                                                                   | The total
  consideration for the sale of the Sale Shares is the amount set forth
  opposite the Sellers name in Exhibit 1.1 hereto (the Consideration) based on an
  agreed price per share of NIS 43.00 (forty three New Israeli Shekels). The
  Consideration shall not be subject to any adjustment or setoff.
  Notwithstanding the foregoing, the Purchaser shall be entitled to withhold
  from any payments due hereunder any amounts it is required by law to
  withhold in respect of any Israeli withholding tax at the maximum rate for
  such withholding, unless the Purchaser is provided with an exemption from such
  withholding tax in respect of such payment. The Consideration shall be paid
  in cash by the Purchaser to the Seller on the Completion Date (as defined
  below) in New Israeli Shekels.
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|1.5                                                                                                                                                                                                                                                                                                                   | Notwithstanding the foregoing, the
  Consideration shall be reduced by the amount of the aggregate dividends, if
  any, both declared and actually received by the Seller after the date of
  signature hereof, only with respect to the Sale Shares. For the avoidance of
  doubt, if any dividend declared with respect to the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|    | Sale Shares after the date of signature hereof is actually received
  by the Seller after the Completion Date, the Seller shall forward the amount
  of such dividend to the Purchaser within 3 (three) business days of receipt
  thereof.
|    |                                                                                                                                                                                                                                            
|1.6 | Each party
  shall be liable for its taxes arising from or in connection with the
  transactions contemplated by this Agreement.                                                                                                           

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|2.  | COMPLETION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|2.1 | The
  completion of the transaction contemplated hereby (Completion), shall take place at the
  offices of the Seller within two business days of the satisfaction of all the
  conditions precedent to Completion as set out in section 5 below (the Completion Date). In the event that
  Completion does not take place by December 31, 2006 (or such other later date
  as may be agreed by the parties in writing), this Agreement shall be deemed
  to be terminated without giving rise to any right or claim by any party
  hereto, excluding claims for breaches of obligations by any party hereto
  prior to such termination.                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.2 | At
  Completion:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|(a) | the
  Seller shall deliver to the Purchaser: (i) a share transfer deed for the Sale
  Shares in a form attached hereto as Exhibit 2.2(a)(i), duly executed
  by the Seller in favour of the Purchaser; (ii) a deed of assignment of the
  Sellers rights and obligations under each of the Relationship Agreement and
  the Shareholders Agreement in the form attached hereto as Exhibit
  2.2(a)(ii); (iii) a copy of the approval of the Minister of
  Communications and (iv) a copy of a letter from the Corporate Secretary of the
  Company confirming that that the Sale Shares may be recorded in the
  Purchasers name in the shareholders register of the Company.                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(b) | the
  Purchaser shall deliver to the Seller (i) a duly executed copy of the
  Purchasers undertaking and agreement to comply with the Relationship
  Agreement and the Shareholders Agreement dated April 20, as amended (Shareholders Agreement) in forms
  attached hereto as Exhibit 2.2(b)(i)A and (B); (ii) countersigned
  share transfer deeds and deeds of assignment in the forms attached as Exhibit
  2.2(a)(i) and (ii); and (iii) a copy of the irrevocable payment instruction
  to the applicable Sellers bank instructing the payment of the Consideration
  by electronic funds transfer of immediately available funds to Sellers
  account held at Israel Discount Bank, Main Branch Haifa 070, Account No.
  18554; Swift code:
  IDBLILITHAI; or such other account
  as the Seller may specify. The Purchaser shall provide the Seller with a copy
  of the SWIFT confirmation as soon as the applicable Consideration has been
  wired by the bank to the applicable accounts of the Seller.

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|3.  | SELLERS REPRESENTATIONS                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.1 | The Seller
  represents and warrants to the Purchaser on the date hereof and on each day
  up to and including the Completion Date that:                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                    | it is duly
  incorporated and validly existing under the laws of the State of Israel, with
  power and authority to carry on its business as now being conducted;                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                    | it has the
  requisite capacity, power and authority to enter into and to perform this
  Agreement. All corporate action on the part of the Seller necessary for the
  authorisation and execution of this Agreement, the authorisation, sale of the
  Sale Shares and the performance of all of the Sellers obligations hereunder
  has been taken; and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                          
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                    | this
  Agreement and all other documents to be entered into in connection with this
  Agreement will, when executed, constitute binding obligations on the Seller
  enforceable in accordance with its terms;                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                          
|3.2 | The
  signature of and the compliance with the terms of this Agreement does not and
  will not conflict with or constitute a default under any provision of:                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                    | the
  constitutional and corporate documents of the Seller;                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                    | any law,
  rule or regulation of any government applicable to the Seller;                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                          
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                    | any
  contract, agreement, indenture, mortgage, instrument, lease, license,
  arrangement, or undertaking of any nature, written or oral, of the Seller; or                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                          
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                    | any lien,
  order, judgement, decree or regulation or any other restriction of any kind
  by which the Seller is bound.                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.3 | Except as
  set forth in Section 1.3 above, no consents, approvals, registrations,
  authorisations or permits or waivers from governmental or non-governmental
  administrative agencies or from any other person or entity, in each case,
  required by law, contract, or regulation nor otherwise are required to be
  obtained by the Seller in connection with the execution and performance of
  this Agreement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.4 | The Sale
  Shares are fully paid up and the Seller is the sole legal and beneficial
  owner of the Sale Shares.                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.5 | There are no
  Encumbrances on, over or affecting any of the Sale Shares.                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.  | PURCHASERS REPRESENTATIONS                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.1 | The
  Purchaser represents and warrants to the Seller on the date hereof and on
  each day up to and including the Completion Date that:                                                                                                                                                                                                                                                                              

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| |     |                                                                                                                                                                                                                                                                                                                                                                                 
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| | (a) | it is duly
  incorporated and validly existing under the laws of the Israel, with power
  and authority to carry on its business as now being conducted;                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | the
  Purchaser has the requisite capacity, power and authority to enter into and
  to perform this Agreement. All corporate action on the part of the Purchaser
  necessary for the authorisation and execution of this Agreement, the
  authorisation, purchase of the Sale Shares and the performance of all of such
  Purchasers obligations hereunder have been taken; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | this
  Agreement and all other documents to be entered into in connection with this
  Agreement will, when executed, constitute binding obligations on the
  Purchaser in accordance with its terms;                                                                                                                                                                            

4.2 The
signature of and the compliance with the terms of this Agreement does not and
will not conflict with or constitute a default under any provision of:

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| | (a) | the constitutional and corporate documents of the Purchaser;                                                                                                  
| |     |                                                                                                                                                               
| | (b) | any law, rule or regulation of any government applicable to the
  Purchaser;                                                                                  
| |     |                                                                                                                                                               
| | (c) | any contract, agreement, indenture, mortgage, instrument, lease,
  license, arrangement, or undertaking of any nature, written or oral, of the
  Purchaser; or
| |     |                                                                                                                                                               
| | (d) | any lien, order, judgement, decree or regulation or any other
  restriction of any kind by which the Purchaser is bound.                                      

4.3 Except as
set forth in Section 1.3 above, no consents, approvals, registrations,
authorisations or permits or waivers from governmental or non-governmental
administrative agencies or from any other person or entity, in each case,
required by law, contract, or regulation nor otherwise are required to be
obtained by the Purchaser in connection with the execution and performance of
this Agreement.

4.4 Purchaser is acquiring the Sale Shares for
its own account for investment purposes only and not with a view to or for
distributing or reselling such Sale Shares or any part thereof or interest
therein. The Purchaser is experienced in understanding and evaluating the risks
of investments such as the one contemplated under this Agreement. The Purchaser
acknowledges that the Sale Shares are being offered and sold to it in a private
placement without a prospectus and that the ability to sell the Sale Shares may
be restricted by applicable securities laws.

4.5 The Purchaser acknowledges and understands that the Sale Shares are
restricted shares under the provisions of the Relationship Agreement and the
License and that the

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ability to sell the Sale Shares is limited accordingly. The Purchaser
is purchasing the Sale Shares AS IS without reliance on any representation of
the Seller other than the Sellers representations expressly set forth in
Section 3 hereof.

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|-- | --------------------
|5. | CONDITIONS PRECEDENT

5.1 The obligation of Purchaser to acquire the Sale Shares, is subject
to the satisfaction or waiver by Purchaser (other than any such waiver that is
not permitted under applicable law), on or prior to the Completion Date, of
each of the following conditions:

5.1.1 The approval of the Minister of Communications and confirmation
of the Companys Corporate Secretary as set forth in Section 2.2(a)(iv) above,
shall have been obtained.

5.1.2 The representations and warranties of the Seller shall be true
and correct as of the Completion Date.

5.1.3 No litigation (including any injunction) shall have been pending
or threatened with respect to the transactions contemplated by this Agreement.

5.1.4 The Seller shall have
delivered to the Purchaser the documents specified under Section 2.2 (a) above.

5.2 The obligations of the Seller to sell the Sale Shares, is subject to
the satisfaction or waiver by the Seller (other than any such waiver that is
not permitted under applicable law), on or prior to the Completion Date, of each
of the following conditions:

5.2.1 The approval of the Minister of Communications and confirmation
of the Companys Corporate Secretary as set forth in Section 2.2(a)(iv) above,
shall have been obtained.

5.2.2 The representations and warranties of the Purchaser shall be true
and correct as of the Completion Date.

5.2.3 No litigation (including any injunction) shall have been pending
or threatened with respect to the transactions contemplated by this Agreement.

5.2.4 The Purchaser shall have
delivered to the Seller the documents specified under Section 2.2 (b) above.

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|6. | CONFIDENTIALITY

Save for announcements that the parties are required to make as a
matter of law under applicable Israeli and US securities law and regulations
and the Israeli Companies Law and the Tel-Aviv Stock Exchange and Nasdaq rules
and regulations, neither the Seller nor the Purchaser shall make any
announcement concerning this sale and

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purchase or any ancillary matter without the prior written approval of
the Seller and the Purchaser.

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|-- | -------
|7. | NOTICES

7.1 Any notice or other formal communication given under this Agreement
(which includes fax, but not email) must be in writing in English and may be
delivered, or sent by fax or courier to the party at its address specified in
the caption of this Agreement.

7.2 Any notice or other communication shall be deemed to have been
given:

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| | (a) if
  delivered, at the time of delivery; or                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                              
| | (b) if sent
  by courier, at 10.00 a.m. on the second business day after it was dispatched;
  or                                                                                                                                                             
| |                                                                                                                                                                                                                                                              
| | (c) if sent
  by fax, on the date of transmission, if transmitted before 3.00 p.m. (local
  time at the place of destination) on any working day in the place of
  destination and in any other case on the working day following the date of
  transmission.

7.3 In proving the giving of a notice or other formal communication it
shall be sufficient to prove that delivery was made or that the envelope
containing the communication was properly addressed and provided to the
relevant courier, or that the fax was properly addressed and transmitted, as
the case may be.

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|8. | GENERAL

8.1 Each party shall pay the costs and expenses incurred by it in
connection with the entering into and completion of this Agreement.

8.2 None of the rights or obligations under this Agreement may be
assigned or transferred without the consent of both parties.

8.3 This Agreement may be executed in any number of counterparts. This
has the same effect as if the signatures on the counterparts were on a single
copy of this Agreement.

8.4 This Agreement contains the whole agreement between the parties
relating to the transactions contemplated by this Agreement and supersedes all
previous agreements, whether oral or in writing, between the parties relating
to these transactions.

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|9. | GOVERNING LAW

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

9.2 The parties irrevocably agree that the courts of Tel Aviv/Jaffa are
to have exclusive jurisdiction to settle any dispute which may arise out of or
in connection with this Agreement. The parties irrevocably submit to the
jurisdiction of such courts

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and waive any objection to proceedings in any such court on the ground
of venue or on the ground that proceedings have been brought in an inconvenient
forum.

AS WITNESS
this Agreement has been signed by the parties (or their duly authorised
representatives) on the date stated at the beginning of this Agreement.

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SIGNATORIES

SELLER

|       | 
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|By:    | 
|       | 
|Name:  | 
|       | 
|Title: | 
|       | 

|          | 
|--------- | 
|PURCHASER
|          | 
|         
|          | 
|By:       | 
|          | 
|Name:     | 
|          | 
|Title:    | 
|          | 

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