Exhibit 4.12

                           SHARE PURCHASE AGREEMENT
                           ------------------------
                               (the "Agreement")

         Duly made and entered into as of the 2nd day of January 2001

                                 by and among

                            Elscintec Systems Ltd.
                          an Israeli private company
                              number. 51-188508-9
                        (the "Company" or "Elscintec")

                                      and

                    1. Y. Zuckerman Properties (1999) Ltd.
                          an Israeli private company
                              number. 51-2803404
                                 ("Zuckerman")

                                2. Tawton Ltd.

                  a company incorporated under the law of the
                 Isle of Man and registered under no. 099922C.
                                  ) "Tawton")


                               3. John A. Cowan

                       Isle of Man Passport No. MN045367
          Victory House, Prospect Hill, Douglas, Isle of Man 1M1 1EQ.
                                   ("Cowan")

                    (jointly and severally, the "Sellers")

                                      and

                              Mr. Yoav Zuckerman
                            Israeli ID # 006172449
                                   ("Yoav")

                                      and

                             Aryt Industries Ltd.
                        Israeli public company number.
                                  52-003335-8
                               (the "Purchaser")


WHEREAS, the Company is engaged in the development, manufacture and marketing
of mammography systems and related accessories; and

WHEREAS, 100% of the issued and outstanding share capital of the Company is
held by Zuckerman ; and

WHEREAS, 50% of issued and outstanding share capital of Zuckerman is held by
Yoav, and additional 50% of the issued and outstanding share capital of
Zuckerman is held by Tawton; and

WHEREAS, 100% of the issued and outstanding share capital of Tawton is held by
Cowan; and

     WHEREAS, the Purchaser undertakes to purchase from Cowan, and Cowan
     undertakes to sell to the Purchaser, all of the issued and outstanding
     share capital of Tawton, so that after such Purchase, the Purchaser shall
     become the holder, directly and indirectly, of 50% of the outstanding
     share capital of the Company, on the terms and conditions and for the
     consideration set forth in this Agreement;

     NOW, THEREFORE, for and in consideration of the foregoing premises and
     the mutual representations, warranties and covenants herein contained,
     and for other good and valuable consideration, the parties hereto agree
     as follows:

1.   DEFINITIONS
     -----------

     As used in this Agreement, the following terms shall have the meaning set
     out below:

     1.1  "Affiliate" shall mean, with respect to any Person, any other Person
          that, directly or indirectly, controls or is controlled by or is
          under common control with such Person. As used in this definition of
          "Affiliate" the term "control" and any derivatives thereof mean the
          possession, directly or indirectly, of more than 50% of the voting
          rights or the rights to appoint directors whether through ownership
          of voting securities, by contract, or otherwise. With respect to the
          Purchaser an Affiliate shall include any entity from Aryt's group of
          Companies.

     1.2  "Confidential Information" shall mean all trade secrets and other
          confidential information concerning the Company including, without
          limitation, information regarding the operations, future plans,
          projected and historical sales, marketing, costs, production, growth
          and distribution, any customer lists, customer information,
          information relating to governmental relations, technical
          information, Intellectual Property and information relating to the
          products or services, whether patentable, or able to be copyrighted,
          or not. Confidential Information shall not include information that
          is publicly available, at the time of disclosure or subsequently
          became publicly available information in the possession of the
          receiving party prior to its disclosure by the disclosing party or
          information that came to the knowledge of the receiving party
          otherwise than through a breach by the receiving party of
          obligations of confidentiality.

     1.3  "Liens" shall mean liens, charges, claims, pledges, security
          interests, third party interest, and encumbrances of any nature
          whatsoever.

     1.4  "Person" shall mean an individual, partnership, corporation, limited
          liability company or joint venture.


2.   SALE AND PURCHASE OF SHARES
     ---------------------------

     2.1  Subject to the terms and conditions hereof, Cowan shall sell and
          transfer to the Purchaser, and the Purchaser shall purchase from
          Cowan one Ordinary Share, which constitutes 100% of the issued and
          outstanding shares of Tawton (the "Purchased Shares"). As
          consideration for the Purchased Shares, the Purchaser shall pay
          Cowan a purchase price of one million two hundred and fifty thousand
          U.S. Dollars (US$1,250,000) (the "Purchase Price"), representing a
          price per share of US$1,250,000 for each of the Purchased Shares
          (the "Price Per Share").

     2.2  The Company, Yoav and the Sellers represent and warrant to the
          Purchaser that immediately following the Closing, (i) the Purchased
          Shares shall represent 100% of Tawton's issued and outstanding share
          capital, including all issued shares, all outstanding warrants,
          options and convertible securities and (ii) Tawton's holdings in
          Zuckerman represent 50% of Zuckerman's issued and outstanding share
          capital, including all issued shares, all outstanding options,
          warrants and convertible securities, and (iii) Zuckerman's holding
          in the Company represent 100% of the Company's issued and
          outstanding share capital, including all issued shares, all
          outstanding warrants, options and convertible securities.

     2.3  The Company, Yoav and the Sellers represent and warrant to the
          Purchaser that the Purchased Shares, when sold and delivered in
          accordance with this Agreement, will be duly authorized, validly
          issued, fully paid, non-assessable and free of preemptive or similar
          rights; and such Purchased Shares will be free and clear of any
          Liens, and duly registered in the name of the Purchaser in Tawton's
          Shareholders Register.

     2.4  The Purchaser shall pay $1,250,000 to Cowan, in U.S. dollars by
          electronic wire transfer to a bank account designated by Cowan, or
          by such other form of payment as is mutually agreed by Cowan and
          Purchaser, on the date of the Closing of this Agreement and subject
          to fulfillment of all closing conditions by the Company, Sellers and
          Yoav.

3.   GUARANTEES
     ----------

     3.1  Upon the Closing and subject to fulfillment of all closing
          conditions by the Company, Sellers and Yoav, for a period of
          thirty-six (36) months, the Purchaser shall provide the Company with
          the required guarantees for the Company to obtain credit lines in
          the amount of one million two hundred fifty thousand U.S. Dollars
          (US$1,250,000) (the "Guarantees Amount").

4.   REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY
     ---------------------------------------------------------

     The Sellers ,Yoav and the Company hereby, as of the date hereof and as of
     the Closing Date, jointly and severally, represent and warrant to the
     Purchaser and acknowledge that the Purchaser is entering into this
     Agreement in reliance on the said warranties as follows:

     4.1  Good Standing. The Company, Zuckerman and Tawton are each duly
          incorporated and validly existing under the laws of the state of
          it's incorporation and has all the corporate powers and governmental
          licenses, authorizations, consents and approvals required to carry
          on its business as is now conducted or as proposed to be conducted,
          and is in good standing with and before all governmental
          authorities.

     4.2  Validity of Agreement. This Agreement and all documents and
          instruments referred to in this Agreement, have been duly,
          authorized, executed and delivered by the Company, Zuckerman, Tawton
          and Cowan, and all documents and instruments referred to or
          contemplated by this Agreement will be the valid and legally binding
          obligation of the Company, Zuckerman, Tawton and Cowan,
          respectively, enforceable in accordance with their respective terms.
          Neither the execution and delivery of this Agreement by the Company,
          Zuckerman, Tawton and Cowan nor the compliance and performance by
          the Company, Zuckerman, Tawton and Cowan with the terms and
          provisions hereof, including the execution and delivery of all
          documents, and instruments referred to or contemplated by this
          Agreement will (a) conflict with or result in a breach by the
          Company, Zuckerman, Tawton and Cowan of any of the terms and
          provisions of (i) any law, rule, ordinance, regulation, permit,
          order, judgment or decree of any court, arbitrator or governmental
          instrumentality or (ii) any lien, lease, license, agreement, or
          instrument to which the Company, Zuckerman, Tawton or Cowan or any
          of their shareholders are a party or by which they or their
          properties may be bound, or (b) create in any Person the right to
          terminate, accelerate, modify, cancel or otherwise cause a adverse
          change with respect to any such lien, lease, agreement, contract,
          instrument or assets or (c) result in the creation of any lien,
          charge, or other encumbrance on any property right or asset of the
          Company, Zuckerman,or Cowan.

     4.3  Share Capital, Capitalization. On the date hereof, the authorized
          share capital of each of the following entities shall be as follows:

          4.3.1  The Share Capital of the Company is NIS 22,900 divided into
                 22,900 Ordinary Shares, of which 21,158 Ordinary Shares are
                 issued and outstanding.

          4.3.2  The Share Capital of Zuckerman is NIS 38,000 divided into
                 38,000 Ordinary Shares of which 100 Ordinary Shares are
                 issued and outstanding.

          4.3.3  The Share Capital of Tawton is GBP2,000.00 divided into 2,000
                 Ordinary Shares of which 1 Ordinary Share is issued and
                 outstanding.

          4.3.4  Exhibit 4.3.4 hereto contains a true and correct description
                 of the identity of each holder of shares or rights (vested or
                 contingent) to acquire shares in the Company, in Zuckerman
                 and in Tawton, including the number and class of such shares,
                 as of immediately prior to the Closing. Except as set forth
                 in Exhibit 4.3.4, there are no rights or agreements to
                 subscribe for, or to purchase, any shares or other securities
                 of the Company and/or of Zuckerman and/or Tawton nor are
                 there outstanding any warrants, options, convertible
                 instruments, or any other rights, agreements, undertakings,
                 promises or commitments, written or oral, to sell or acquire
                 shares from the Company and/or Zuckerman and/or Tawton and/or
                 the Shareholders thereof. Subsequent to the Closing, the
                 ownership of the share capital of the Company, of Zuckerman,
                 and of Tawton, both issued and outstanding shall be as set
                 forth in the Post-Closing Capitalization Table attached as
                 Exhibit 4.3.4(a) hereto.

          4.3.5  All the outstanding share capital of the Company, Zuckerman
                 and Tawton as detailed in this Section 4.3, is duly
                 authorized, validly issued, fully paid, non-assessable, and,
                 except as stated in Exhibit 4.3.5 hereto, free and clear of
                 any Liens, security interests, encumbrances or adverse claims
                 of any kind and nature.

     4.4. Subsidiaries. Except as described in the preamble hereto and as
          detailed in Exhibit 4.4, the Company, Zuckerman and Tawton each has
          no subsidiaries, Joint Venture Enterprises with other entities, or
          any other capital holdings in other incorporated entities.

     4.5. Board of Directors. The present members of each of the Board of
          Directors of the Company of Zuckerman and of Tawton are as set forth
          in Exhibit 4.5.

     4.6  Compliance. Except as specified in Exhibit 4.6 hereto, there are no
          defaults by the Company or by Zuckerman or by Tawton or another
          party to any contract, agreement, license or similar document to
          which the Company or Zuckerman or Tawton are a party. Each of the
          Company, Zuckerman and Tawton is in compliance in all material
          respects with all applicable laws, ordinances, permits, rules,
          regulations, judgments, orders, decrees, rulings and governmental
          requirements. Except as specified in Exhibit 4.6(a) hereto, each of
          the Company, Zuckerman and Tawton has not incurred any indebtedness
          for borrowed money as to which a creditor has a claim against the
          assets of the Company, Zuckerman or Tawton.

     4.7  Litigation. Except as specified in Exhibit 4.7, hereto, to the best
          knowledge of the Company, Zuckerman, Tawton and Yoav there is no
          action, suit, arbitration, litigation proceeding, investigation,
          claim or inquiry (formal or informal) pending or threatened against
          the Company ,Zuckerman and Tawton, and there are no acts or matters
          which have occurred or to the best knowledge of the Company,
          Zuckerman, Tawton and Yoav may occur, to give rise to the foregoing
          which (a) questions the validity of this Agreement or the
          transactions contemplated hereby, (b) if adversely determined would,
          materially and adversely affect the Company's, Zuckerman's or
          Tawton's performance hereof or the Company's, Zuckerman's or
          Tawton's business, operations or assets, or (c) may subject the
          Purchaser to any liability after the Closing Date.

     4.8. Title to Property and Assets. Full and accurate details of the
          Company's of Zuckerman's and of Tawton's property and assets are
          contained in Exhibit 4.8 hereto. Such assets are owned by the
          Company or Zuckerman or Tawton free and clear of all Liens, except
          as set forth elsewhere in this Agreement, and are reflected in the
          Financial Statements.

          With respect to the property and assets that are leased, the Company
          and/or Zuckerman and/or Tawton are in compliance with all material
          provisions of such leases and holds a valid leasehold interest free
          of any liens, claims, loans or encumbrances. All properties and
          assets owned leased or licensed by the Company and/or Zuckerman are
          free of material defects, maintained in good and usable operating
          condition and are suitable for the purposes for which they are used.

     4.9. Bank Accounts. Full and accurate details about all the Bank Accounts
          of the Company and of Zuckerman and of Tawton are disclosed in
          Exhibit 4.9 hereto. Confirmation of Bank Hapoalim B.M. regarding the
          credit lines of the Company is attached as Exhibit 4.9A hereto.

    4.10. Intellectual Property.

          4.10.1.Exhibit 4.10.1 contains a complete and accurate list of all
                 United States, Israeli and foreign patents, trademarks (both
                 common law and registered), trade names, service marks,
                 copyrights and applications or registrations of any of the
                 foregoing (collectively, "Intellectual Property Rights") as
                 to which the Company is the owner or licensee (indicating
                 exclusive or non-exclusive). Exhibit 4.10.1, together with
                 all technology, information, ideas, know how and trade
                 secrets related thereto or otherwise owned by the Company,
                 whether protectable by registration or not, or in which the
                 Company has any interest, is collectively referred to as the
                 "Company Intellectual Property".

                 No Intellectual Property Rights of any kind other than the
                 Company Intellectual Property are necessary for the Company to
                 conduct its business as currently conducted.

          4.10.2 Except as set forth in Exhibit 4.10.2, the Company
                 exclusively owns, free and clear of any Lien, or is
                 exclusively (unless otherwise indicated in Exhibit 4.10.2)
                 licensed under, the patents and patent applications in
                 Exhibit 4.10.1. Except to the extent specifically set forth
                 in Exhibit 4.10.2, no claim has been asserted or, to the best
                 knowledge of the Company ,the Sellers and Yoav, threatened by
                 any person, and, to the Company's, the Seller's and Yoav's
                 best knowledge, no basis for any claim exists, with respect
                 to the use of the Company Intellectual Property or
                 challenging or questioning the validity or effectiveness of
                 any license or agreement with respect thereto. To the best
                 knowledge of the Company, the Sellers and Yoav, the use of
                 the Company Intellectual Property by the Company in the
                 present conduct of its business does not infringe the
                 intellectual property rights of any person or entity.

          4.10.3 Except to the extent specifically disclosed on Exhibit
                 4.10.3, no current or former shareholder, employee, officer,
                 director or consultant of the Company has any rights in or to
                 any of the Company Intellectual Property. To the best
                 knowledge of the Company, the Sellers and Yoav, all Company
                 Intellectual Property listed on Exhibit 4.10.1 has the status
                 indicated therein and except as expressly set forth in
                 Exhibit 4.10.3: (i) all patent applications are still pending
                 in good standing and have not been abandoned and (ii) all
                 patents are in good standing and have not lapsed. Except to
                 the extent specifically disclosed on Exhibit 4.10.1: (i) to
                 the best knowledge of the Company, the Sellers and Yoav, the
                 granted patents of the Company Intellectual Property are
                 valid and except with respect to the examination process to
                 which patent applications are subjected, the Company
                 Intellectual Property has not been challenged in any judicial
                 or administrative proceeding; (ii) the Company has made all
                 statutorily required filings, if any, to record its interest,
                 and taken reasonable actions to protect its rights, in the
                 Company Intellectual Property; (iii) to the knowledge of the
                 Company ,the Sellers and Yoav, no person or entity nor such
                 person's or entity's business or products has infringed,
                 misused or misappropriated the Company Intellectual Property
                 or currently is infringing, misusing or misappropriating the
                 Company Intellectual Property; and (iv) to the knowledge of
                 the Company, the Sellers and Yoav, no other person or entity
                 has any right to receive or any obligation to pay a royalty
                 with respect to any of the Company Intellectual Property or
                 any product or service of the Company or its subsidiaries.

          4.10.4 Except as explicitly and specifically set forth in Exhibit
                 4.10.4, at no time during the conception of or reduction to
                 practice of any of the Intellectual Property Rights was any
                 developer, inventor or other contributor to such Intellectual
                 Property Rights operating under any grants from any
                 governmental entity or agency, performing research sponsored
                 by any governmental entity or agency or private source. The
                 Company, the Sellers and Yoav are not aware that at any time
                 during the conception of or reduction to practice of any of
                 the Intellectual Property Rights, any such developer,
                 inventor or other contributor was operating or subject to any
                 employment agreement, or invention assignment or
                 nondisclosure agreement, or other obligation with any third
                 party that could adversely affect the rights of the Company
                 in such Intellectual Property Rights.

          4.10.5 Subject to Exhibit 4.10.5, The Company takes measures to
                 protect the confidentiality and value of all the Company
                 Intellectual Property, which measures under the circumstances
                 are reasonable and customary in the industry in which the
                 Company operates. Each of the key officers, employees and
                 consultants of the Company are bound by written agreements
                 assigning to the Company all rights to intellectual property
                 developed in the course of their employment with and/or
                 service to the Company.

          4.10.6 Except as set forth in Exhibit 4.10.6 the Company has not
                 received any communications alleging that the Company has
                 violated or by conducting its business as proposed, would
                 violate, patents, trademarks, service marks, trade names,
                 copyrights or trade secrets or other proprietary rights of
                 other persons or entities, nor is the Company aware of any
                 similar violation of its Intellectual Property by others .
                 Exhibit 4.10.6 contains a legal opinion of the patent
                 attorney of the Company regarding the patent infringement
                 claim made by Turon AB, regarding the Company's U.S. Patent
                 no. 4,727,565.

    4.11  Taxes.

          4.11.1 Except as provided in Exhibit 4.11, the Company's and/or
                 Zuckerman's and/or Tawton's Financial Statements make full
                 provisions according to GAAP as defined in Section 4.13
                 hereto for all taxes for which the Company and/or Zuckerman
                 and/or Tawton were then or thereafter became or may hereafter
                 become liable or accountable in respect of or by reference to
                 any income, profit, receipt, gain, transaction, distribution
                 or event which was earned, accrued, received, or realized,
                 paid, made or accrued on or before September 30, 2000, and up
                 until September 30, 2000, the Company, Zuckerman and Tawton
                 have promptly paid or fully provided in their books of
                 account according to GAAP as defined in Section 4.13 hereto
                 for all Taxes for which they have or may hereafter become
                 liable or accountable in the period from the date of their
                 incorporation to the Closing Date.

          4.11.2 The Company and/or Zuckerman and/or Tawton have at all times
                 and within the requisite time limits promptly, fully and
                 accurately observed, performed and complied with all material
                 obligations or conditions imposed on them, or to which any
                 claim, deduction, allowance or relief made, claimed by or
                 afforded to them was made subject, under any legislation
                 relating to taxes, except for such non compliance that, both
                 individually and in the aggregate with all other exceptions
                 to any of the representations in this Section 4.11.2 which
                 are not specified in the exhibits, would not have a Material
                 Adverse Effect on the Company and/or Zuckerman and/or Tawton

          4.11.3 The Company and/or Zuckerman and/or Tawton are not
                 aware of any circumstances which will or may, whether by
                 lapse of time or the issue of any notice of assessment or
                 otherwise, give rise to any dispute with any relevant
                 government body in relation to its liability or
                 accountability for taxes, any claim made by it, any relief,
                 deduction, or allowance afforded to it, or in relation to the
                 status or character of the Company or any of its enterprises
                 under or for the purpose of any provision of any legislation
                 relating to taxes, except for such dispute or claim that,
                 both individually and in the aggregate with all other
                 exceptions to any of the representations in this Section 4
                 which are not specified on schedules hereto, would not have a
                 material adverse effect on the Company and/or Zuckerman
                 and/or Tawton.

          4.12.  Agreements. Exhibit 4.12 attached hereto contains a complete
                 list of all outstanding contractual undertakings of the
                 Company and/or Zuckerman and/or Tawton and all other
                 contracts, leases, licenses, debt instruments, loan
                 agreements, partnership or joint venture agreements,
                 confidentiality and non-competition agreements, lease
                 agreements, license agreements, merchandise commitments, and
                 all other material obligations of the Company and/or
                 Zuckerman and/or Tawton to date relating to the Company's
                 and/or Zuckerman's and/or Tawton's assets. With respect to
                 each such agreement: (a) the agreement is legal, valid,
                 binding, enforceable and in full force and effect without any
                 material default thereunder, (b) the agreement will continue
                 to be legal, valid, binding, enforceable and in full force
                 and effect on identical terms following the Closing, except
                 as disclosed in Exhibit 4.12 and elsewhere in this Agreement,
                 (c) to the best of the Company's ,the Sellers' and Yoav's
                 knowledge, no party is in breach or default, and no event has
                 occurred which with notice or lapse of time would constitute
                 a breach or default, or permit termination, modification or
                 acceleration under the agreement except as set forth in
                 Exhibit 4.12, and (d) no party has repudiated any provision
                 of the agreement. There are no outstanding powers of attorney
                 executed on behalf of the Company and/or Zuckerman and/or
                 Tawton.

    4.13. Financial Statements. The Company, Zuckerman and Tawton have
          delivered to the Purchaser, as reflected in Exhibits 4.13 , 4.13 A
          and 4.13 B hereto, a true and correct copy of (a) the Company's and
          Zuckerman's audited financial statements, as of December 31, 1999,
          (b) the Company's, Zuckerman's unaudited reviewed financial
          statements as of June 30, 2000, and (c) the Company's and
          Zuckerman's Trial Balance Sheet as of September 30, 2000. The
          documents referred to in this Section 4.13 are referred to as the
          "Financial Statements".

          The Financial Statements were prepared in accordance with Israel
          generally accepted accounting principles applied on a consistent
          basis ("GAAP").

          Except as set forth (i) in the Financial Statements of the Company
          and/or Zuckerman and/or Tawton, (ii) in Exhibit 4.13C hereto, (iii)
          elsewhere in this Agreement, and (iv) in the Company's and/or
          Zuckerman's and/or Tawton's normal guarantee and warranty
          undertakings towards customers, to the best knowledge of the
          Company, Zuckerman and Tawton, there are no fixed or contingent
          liabilities, asserted or unasserted (and there is no current basis
          for any present or future action, suit, proceeding, investigation,
          charge, claim, or demand giving rise to any such liability),
          including without limitation such liabilities arising out of any
          injury to individuals or property as a result of the ownership,
          possession or use of any product manufactured, sold, leased or
          delivered by the Company and/or Zuckerman and/or Tawton with respect
          to any claim for the breach of any express or implied product
          warranty or any other similar claim with respect to any of such
          products.

    4.14. Interim Operations. Except as set forth in Exhibit 4.14, since
          September 30, 2000 (a) there have not been any material adverse
          changes in the financial condition, material assets or results of
          operations of the Company and/or Zuckerman and/or Tawton , (b) there
          has not been any increase in the payment of compensation to any
          director or employee of the Company and/or Zuckerman and/or Tawton.

    4.15. Employees. A list detailing the names and positions of all
          employees of the Company and of Zuckerman, and of Tawton and a
          summary of their material terms of employment, has been delivered to
          the Purchaser in writing prior to the execution of this Agreement.
          Exhibit 4.15 attached hereto lists all employment, non-competition
          and confidentiality agreements between the Company and Zuckerman and
          Tawton and their employees. The Company and/or Zuckerman and/or
          Tawton are in compliance in all material respects with all
          applicable laws, policies, procedures and agreements relating to
          employment, terms and conditions of employment and to the proper
          withholding and remission to the proper tax authorities of all sums
          required to be withheld from employees or Persons deemed to be
          employees, under applicable tax laws. Except as set forth in Exhibit
          4.15, the Company and/or Zuckerman and/or Tawton have paid all of
          their employees all wages, salaries, commissions, bonuses, benefits
          and other compensation due and payable to such employees on or prior
          to the date hereof, and has reserved sufficient funds for severance
          payments for all of its employees. Yoav hereby represents and
          warrants that he has no claim nor any basis for claim against the
          Company or Zuckerman which relates to his employment or directorship
          with any of them.

     4.16 Insurance. Full and accurate details of the Company's and of
          Zuckerman's and of Tawton insurance policies are contained in
          Exhibit 4.16 hereto.

          4.16.1 The Company and/or Zuckerman and/or Tawton have not done
                 anything or suffered any damage which has rendered or might
                 render any policies of insurance taken out by it void or
                 voidable or which might result in an increase in premiums and
                 the Company and/or Zuckerman and/or Tawton have complied with
                 all conditions attached to such policies.

          4.16.2 There is no claim outstanding under any of such policies nor,
                 to the best of the Company's ,the Seller's and Yoav's
                 knowledge, are there any circumstances likely to give rise to
                 such a claim.

     4.17 Related Party Transactions. Except as set forth in Exhibit 4.17: (a)
          no Related Party has, and no Related Party has had any direct or
          indirect interest in any asset used in or otherwise relating to the
          business of the Company and/or Zuckerman and/or Tawton; (b) no
          Related Party is or has been indebted to the Company and/or
          Zuckerman and/or Tawton; (c) no Related Party has entered into, or
          has had any direct or indirect financial interest in, any agreement,
          transaction or business dealing involving the Company and/or
          Zuckerman and/or Tawton; (d) no Related Party is known to have been
          competing, or has competed, directly or indirectly, with the Company
          and/or Zuckerman and/or Tawton; and (e) no Related Party has any
          claim or right against the Company and/or Zuckerman and/or Tawton.
          For purposes of this Section 4.17 each of the following shall be
          deemed to be a "Related Party": (i) each of the Company and/or
          Zuckerman and/or Tawton and their shareholders; (ii) each individual
          who is, or who has been, an officer of the Company and/or Zuckerman
          and/or Tawton; (iii) each member of the immediate family of each of
          the individuals referred to in clauses "(i)" and "(ii)" above; and
          (iv) any trust or other Entity (other than the Company and/or
          Zuckerman) in which any one of the individuals referred to in
          clauses "(i)", "(ii)" and "(iii)" above holds (or in which more than
          one of such individuals collectively hold), beneficially or
          otherwise, a material voting, proprietary or equity interest.)

     4.18 Governmental Authorizations. The Company and/or Zuckerman and/or
          Tawton have all material governmental authorizations, permits,
          consents and approvals necessary to enable them to conduct their
          business in the manner in which their business is currently being
          conducted and as proposed to be conducted. The Company and/or
          Zuckerman and/or Tawton are in substantial compliance with the terms
          and requirements of such governmental authorizations and the Company
          and/or Zuckerman and/or Tawton have not received any notice or other
          communication from any governmental body regarding (a) any actual or
          possible violation of or failure to comply with any term or
          requirement of any governmental authorization, or (b) any actual or
          possible revocation, withdrawal, suspension, cancellation,
          termination or modification of any governmental authorization.

     4.19 Consents and Approvals; No Violations. No consent, approval or other
          authorization is required for the consummation by such Seller and/or
          Yoav of the transactions contemplated by this Agreement, and the
          consummation by such Seller and/or Yoav of the transactions
          contemplated by this Agreement will not result in any material
          violation or default under any provision of any law applicable to
          such Seller or of the jurisdiction of organization of such Seller
          and/or Yoav, any material agreement by which such Seller and/or Yoav
          is bound or the certificate of incorporation or by-laws, or other
          organizational instruments, of such Seller and/or Yoav.

     4.20 Business Plan. The Business Plan of the Company, dated November
          1999, attached hereto as Exhibit 4.20, had been prepared in good
          faith and with reasonable care by the Company. As a result of the
          following: (a) that orders for the Company's mammography systems by
          Philips Medical Systems have not met expectations and in the future
          will not likely meet expectations, and (b) that Philips Medical
          Systems has informed the Company that it will not renew its current
          agreement with the Company beyond November 10, 2001, the
          contribution of transactions with Philips Medical Systems to the
          Company's sales and revenues, as set forth in the Business Plan, has
          materially changed. In addition, these changes have resulted in a
          need (a) to find new distributors for the Company's systems, and (b)
          for increased penetration efforts in the North American market.
          Neither the Company nor the Sellers nor Yoav provides any guaranty
          regarding the financial or other projections included in such
          Business Plan which projections were only estimates.

     4.21 Obligations and debts to Elsint Ltd. The aggregate amount of the
          obligations and debts as of September 30, 2000, of the Company,
          Zuckernan and Yoav to the Elscint Group as defined below (not
          including any interest thereon) do not exceed the amount of two
          million three hundred and fifty thousand US Dollars ($2,350,000).
          Full and accurate details of such obligations and debts are
          specified in Exhibit 4.21 attached hereto.

          In this Section Elscint Group means any and all of the following
          corporations and any related corporation thereof: "Elscint Ltd,
          company No. 52-0029059; Elscint Industrial Solutions (1999) Ltd.,
          company No.51-2834482; Elscint industrial research and development
          formed by Elscint Ltd. company No. 52-003470-3".

     4.22 Broker's or Finder's Fee. Except as detailed in Exhibit 4.22, no
          person acting on behalf of the Company or the Sellers is or will be
          entitled to any broker's or finder's fee or any other commission or
          similar fee, directly or indirectly, in connection with the
          transactions contemplated by this Agreement.

     4.23 Disclosure. Neither this Agreement, nor the Financial Statements,
          nor any statements or certificates or other documents made or
          delivered in connection herewith contain any untrue statements of a
          material fact or omit to state a material fact necessary to make the
          statements herein or therein not misleading in light of the
          circumstances under which they were made. The Company, the Sellers
          and Yoav are not aware of any fact material to the Company's and/or
          Zuckerman's and/or Tawton's assets, and the Purchased Shares that
          has not been disclosed to the Purchaser and set forth in this
          Agreement, including the exhibits hereto, or otherwise disclosed in
          writing to the Purchaser.

     4.24 Materiality. Each reference to any material adverse effect upon the
          financial condition, operation, or prospects of the Company and/or
          Zuckerman and/or Tawton or their Assets, or any other reference to a
          material item or circumstance, shall be construed to include any
          act, omission, event, or circumstances that would entail loss,
          liability, damage, or expense to the Purchaser exceeding $30,000 in
          any single instance, whether under one or more representations,
          warranties, covenants, or agreements contained herein.

          4A The Sellers and Yoav hereby represent and warrant that:

               (i)  except for its investment in Zuckerman, and the
                    liabilities arising therefrom, since its incorporation,
                    Tawton has not conducted any business nor incurred any
                    other material liability whatsoever. Tawton's
                    incorporation documents are attached as Exhibit 4A.1
                    hereto , and

               (ii) except for its investment in the Company and the
                    liabilities arising therefrom, including obligations
                    arising pursuant to the ElscinTec Transaction Agreement
                    dated December 21, 1999, since its incorporation,
                    Zuckerman has not conducted any business nor incurred any
                    other material liability whatsoever. Zuckerman's
                    incorporation documents are attached as Exhibit 4A.1A
                    hereto.

          4B.4B1. Yoav's Responsibility. Yoav represents and warrants to the
               Purchaser that he is the sole director of the Company and of
               Zuckerman and the holder of fifty percent (50%) of the
               outstanding share capital of Zuckerman . As such sole director
               and major shareholder Yoav represents that he has full and
               accurate knowledge about the Company and Zuckerman , Yoav
               further warrants and declares that all the representations and
               warranties as made in Sections 4 and 4A, are made by him in his
               personal capacity. The aforesaid shall in no way derogate from
               the representations, warranties and obligations of the Company
               and the Sellers as set out in this Agreement.

          4.B2 As a guarantee to the accuracy of the representations and
               warranties of regarding Zuckerman and Tawton as specified in
               this Section 4 and to the fulfillment of all of Cowan's and
               Tawton's and Zuckerman's obligations according to the
               provisions of this Agreement, Yoav shall pledge all his shares
               and holdings in Zuckerman (subject to the provisions of Section
               6.11 below) in favor of the Purchaser for a period of three
               years commencing the Closing of this agreement all according to
               the terms and conditions of the pledge agreement attached as
               Exhibit 4.B.2 hereto.

5.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
     ----------------------------------------------

     The Purchaser hereby represents and warrants, as of the date hereof and
     as of the Closing, to the Company and the Sellers and acknowledges that
     the Company and the Sellers are entering into this Agreement in reliance
     on said warranties as follows:

     5.1. Organization. The Purchaser is a public company duly organized,
          validly existing and in good standing under the laws of Israel, with
          corporate power to carry on its business as now being conducted.

     5.2  Power and Authority; Enforceability. The Purchaser has all requisite
          corporate power to enter into this Agreement and to perform its
          obligations hereunder. This Agreement has been duly authorized,
          executed and delivered on behalf of the Purchaser, and constitutes a
          legal, valid and binding obligation of the Purchaser, enforceable in
          accordance with its terms. Neither the execution and delivery of
          this Agreement by the Purchaser nor the compliance and performance
          by the Purchaser with the terms and provisions hereof, including the
          execution and delivery of all documents, and instruments referred to
          or contemplated by this Agreement will (a) conflict with or result
          in a breach by the Purchaser of any of the terms and provisions of
          (i) any law, rule, ordinance, regulation, permit, order, judgment or
          decree of any court, arbitrator or governmental instrumentality or
          (ii) any lien, lease, license, agreement, or instrument to which the
          Purchaser or any of their shareholders are a party or by which they
          or their properties may be bound, or (b) create in any Person the
          right to terminate, accelerate, modify, cancel or otherwise cause a
          adverse change with respect to any such lien, lease, agreement,
          contract, instrument or assets or (c) result in the creation of any
          lien, charge, or other encumbrance on any property right or asset of
          the Purchaser.

     5.3  Experience Purchaser has such knowledge and experience in financial
          and business matters as to be capable of evaluating the merits and
          risks relating to the purchase of the Purchased Shares and the entry
          into this transaction. The aforesaid shall in no way derogate from
          the representations and warranties of the Company and the Sellers as
          set out in Section 4 above and reliance thereon by the Purchaser.

     5.4  Receipt of Information Without derogating from the representations
          and warranties set forth in Section 4 above or the Company's ,the
          Sellers' and Yoav's liability therefor as predicated under this
          Agreement, the Purchaser has been given access to information
          regarding the Company and Zuckerman and Tawton, and the Purchased
          Shares. The Purchaser further represents that it had an opportunity
          to ask questions and receive answers from the Company's, Zuckerman's
          and Tawton's representatives, concerning the Company, Zuckerman, and
          Tawton and the Purchased Shares as well as regarding written
          information that it received. The Purchaser has conducted a Due
          Diligence examination of the Company and of Zuckerman .

     5.5  Broker's or Finder's Fee. No person acting on behalf of the
          Purchaser is or will be entitled to any broker's or finder's fees or
          any other commission or similar fee, directly or indirectly, in
          connection with the transactions contemplated by this Agreement.

     5.6  Purchase for Purchaser's Own Account. The Purchaser is acquiring the
          Purchased Shares for investment for its own account and/or its
          Affiliate's account, not as a nominee or agent, and not with the
          view to, or for resale in connection with, any distribution thereof.
          The Purchaser understands that the Purchased Shares to be purchased
          hereby, have not been, and will not be, registered under the
          Securities Act by reason of a specific exemption from the
          registration provisions of the Securities Act, the availability of
          which depends upon, among other things, the bona fide nature of the
          investment intent and the accuracy of the Purchaser's
          representations as expressed herein.

6.   MANAGEMENT OF THE COMPANY; COVENANTS OF THE PARTIES
     ----------------------------------------------------

     6.1  Board of Directors and Shareholders Decisions. Until an IPO, each of
          the Company's and Zuckerman's Board of Directors shall consist of up
          to six (6) directors that shall be elected and operate as follows:

          6.1.1  The Purchaser shall be entitled to appoint three (3)
                 directors, including the chairman, to the Board of Directors
                 of the Company and of Zuckerman, remove any of them from his
                 office and replace any director so appointed whenever his
                 place is vacated for any cause or reason.

                 The initial directors appointed by the Purchaser shall be:
                 Mr. Shmuel Bachar, Mr. Arie Geler and Mr. Yoav Bar-Ness.

          6.1.2  Yoav shall be entitled to appoint three (3) directors to the
                 Board of Directors of the Company and of Zuckerman, remove
                 any of them from his office and replace any director so
                 appointed whenever his place is vacated for any cause or
                 reason. .

                 The Initial directors appointed by Yoav shall be: Yoav
                 Zuckerman, Yoel Margalith; and Dr. Limor Zuri.

          6.1.3  Each of the directors of the Company shall be entitled to
                 receive from the Company, and each of the directors of
                 Zuckerman shall be entitled to receive from Zuckerman,
                 reasonable out-of-pocket expenses for attending meetings of
                 the Board of Directors.

          6.1.4  Subject to Section 11.2 below, each of the directors
                 appointed by the Purchaser and by Yoav shall be entitled to
                 communicate to the Person who appointed him all information
                 received in his capacity as a member of the Board, and such
                 information may be used by each of the Purchaser and Yoav in
                 connection with its investment in the Company and in
                 Zuckerman, and in discussions with other shareholders in the
                 Company and in Zuckerman.

          6.1.5  Subject to any applicable mandatory law, and to the
                 provisions of Section 6.1.6, Section 6.1.7, and Section 6.10
                 hereof, all resolutions and actions of the Board of Directors
                 and of the shareholders of the Company and of Zuckerman shall
                 be taken by an ordinary majority vote.

          6.1.6  In the event of the failure of the Purchaser and Yoav to
                 agree regarding a material issue (which is not a Significant
                 Transaction (defined in Section 6.1.7 below) which deadlock
                 continues for more than thirty (30) days and which results in
                 a deadlock in the Board of Directors of the Company or of
                 Zuckerman, as the case may be, which continues for more than
                 one Board meeting, then the deadlock provisions of Section
                 6.10 below shall be triggered.

          6.1.7  Until an IPO, no action may be taken by the Company or by
                 Zuckerman with regard to any of the issues referred to in
                 this Section 6.1.7 (the "Significant Transactions") without
                 the consent of the directors appointed by the Purchaser, or,
                 if the issue does not require Board consent, without the
                 consent of the Purchaser. The Significant Transactions shall
                 be the following:

                 (a)   any action that reclassifies any outstanding shares
                       into shares, having preferences or priority over the
                       Ordinary Shares;

                 (b)   issuance of shares, capital stock, rights, options or
                       warrants to purchase shares, capital stock, or other
                       securities convertible into capital stock;

                 (c)   any amendment to the Company's or to Zuckerman's
                       Articles of Association;

                 (d)   the sale of all or substantially all of the Company's
                       or all of Zuckerman's assets or shares;

                 (e)   any liquidation event or deemed liquidation event,
                       including the liquidation or dissolution of the
                       Company, or a merger or consolidation of the Company
                       with one or more other corporations.

                 (f)   a material change in the business of the Company or of
                       Zuckerman;

                 (g)   the terms and conditions of an initial public offering;

                 (h)   any transaction of the Company exceeding US $50,000 or
                       which is not in the Company's ordinary course of
                       business;

                 (i)   any transaction or agreement with an Interested Party;

                 (j)   an increase in the number of members of the Board of
                       Directors.

     6.2  Accounts and Records. The Company and Zuckerman will keep true
          records and books of account in which full, true and correct entries
          will be made of all dealings or transactions in relation to its
          business and affairs in accordance with generally accepted
          principles applied on a consistent basis.

     6.3  Access to Information. A representative of the Purchaser and a
          representative of Yoav who have signed a non-disclosure agreement
          shall have, upon reasonable notice, full access to all books and
          records of the Company and of Zuckerman, shall be entitled to review
          at its discretion, and shall be entitled to inspect the properties
          of the Company and of Zuckerman, and consult with management of the
          Company and of Zuckerman.

     6.4  Information Rights. Prior to an IPO, each of the Company and
          Zuckerman shall deliver to the Purchaser and to Yoav, (i) within 60
          days after the end of each fiscal year, a consolidated balance sheet
          of the company, as at the end of such fiscal year, and a
          consolidated statement of income and a statement of cash flows of
          the company, for such year, all prepared in accordance with GAAP and
          setting forth in each case in comparative form the figures for the
          previous fiscal year and to the company's operating plan then in
          effect and approved by its Board of Directors, all in reasonable
          detail. Such financial statements each shall be accompanied by a
          report and opinion thereon by the independent public accountants of
          the Company and of Zuckerman, respectively, (the "Accountants"),
          (ii) within 45 days from the end of each quarter, a consolidated
          balance sheet of the company, as of the end of each such quarterly
          period, and consolidated statements of income and cash flows of the
          company for such period and for the current fiscal year to date,
          prepared in accordance with GAAP and setting forth in comparative
          form the figures for the corresponding periods of the previous
          fiscal year and to the company's operating plan then in effect and
          approved by its Board of Directors, subject to changes resulting
          from normal year-end audit adjustments, all in reasonable detail and
          reviewed by the Accountants; and (iii) monthly management reports
          (in a form mutually agreed) and unaudited monthly financial
          statements within 30 days from the end of each month, and (iv) an
          annual budget, within 30 days prior to the end of each fiscal year.
          For the Purpose of this Section GAAP shall mean Israeli GAAP and
          adjustment to US GAAP, provided that the Purchaser shall pay for the
          expenses associated with the adjustment to US GAAP.

          Notwithstanding anything herein, each of the Company and Zuckerman
          shall deliver to the Purchaser any information which the Purchaser
          is required to file pursuant to Israeli and USA securities laws or
          any request of the securities authorities in these jurisdictions.
          Such delivery by each of the Company and Zuckerman shall be made at
          least 14 days before the date on which the Purchaser is required to
          file such information, provided that each of the Company and
          Zuckerman has such information and provided further that the
          Purchaser has notified each of the Company and Zuckerman in due time
          on such requests.

     6.5  Internal Reporting Requirements. The Company's management shall
          submit to the Board of Directors for its approval, annually, an
          annual operating plan and budget, in such format as the directors
          shall require, at least 30 days prior to the first day of the year
          covered by such plan (provided, however, that the annual operating
          plan and budget for the year 2001 may be delayed until after the
          Closing of this transaction). In addition, the Company's management
          shall submit to the Board of Directors monthly and other reports in
          such format, and containing such information, as the directors shall
          require.

     6.6  Signatory Rights. As of Closing and until otherwise resolved by the
          Board of Directors, the signatory rights on behalf of the Company
          shall be as specified in Exhibit 6.6 attached hereto.

     6.7  Preemptive Rights. If at any time prior to the IPO, either the
          Company or Zuckerman proposes to issue and sell any capital stock of
          the company, whether or not now authorized, rights, options or
          warrants to purchase capital stock, or securities of any type
          whatsoever that are, or may become, convertible into capital stock
          (excluding securities (i) issued in an IPO, (ii) issued to
          employees, officers, consultants or directors of the company
          pursuant to stock option plans or agreements or other incentive
          stock arrangements, approved by the Board of Directors or
          (iii)issued in connection with the acquisition by the company of, or
          business combination with, another company or entity by merger or
          purchase of substantially all of its stock or assets) ("New
          Securities")) it shall enable Yoav and the Purchaser to purchase
          their Pro Rata share in the Company or in Zuckerman, as the case may
          be, all according to the terms and conditions set forth in the
          Amended Articles of the Company and/or Zuckerman. For the purpose of
          Section 6.7, and Section 6.8 hereof, the term "Pro Rata" with regard
          to the holdings of the Purchaser and Yoav in the Company shall mean
          the rate of share holding of any of them in Zuckerman. By way of
          illustration, immediately following the Closing of this transaction,
          should the Company propose to issue and sell any capital stock of
          the Company, the Purchaser would be entitled to purchase 50% of such
          capital stock and Yoav would be entitled to purchase 50% of such
          capital stock.

     6.8  Right of First Refusal. Each of the Shareholders of the Company and
          of Zuckerman, as the case may be, shall be entitled to a Pro-Rata
          Right of First Refusal upon the transfer of shares by any other
          Shareholder subject to certain permitted transfers to Affiliates,
          according to the terms and conditions set forth in the respective
          Amended Articles of the Company and of Zuckerman.

     6.9  Co-Sale Rights. If the right of first refusal set forth in the
          Section 6.8 above and in the Amended Articles is not exercised and
          any of the Shareholders (the "Selling Shareholder") intends to sell
          any shares, other than to an Affiliate, such Selling Shareholder
          shall so notify the other Shareholders (the "Offerees"), describing
          in such notification the material terms of such proposed sale. Upon
          receipt of such notice, the Offerees shall have the right to
          exercise the option contained in Section 6.9.1 below.

          6.9.1  The Offerees shall have the option, exercisable by written
                 notice to the Selling Shareholder within fifteen (15)
                 business days after receipt of the notice described in
                 Section 6.9 above, to require the Selling Shareholder to
                 provide as part of his proposed sale that the Offeree shall
                 be given the right to participate in the sale pro rata in
                 proportion to the respective numbers of Shares owned by the
                 Offerees (directly or indirectly) and the Selling Shareholder
                 at such time, on the same terms and conditions as the Selling
                 Shareholder. If such option is exercised by the Offerees, the
                 Selling Shareholder shall not proceed with such sale unless
                 the Offerees are given the right to participate.

                 The rights of co-sale established by this Section 6. 9
                 shall not apply to, and shall terminate upon the effective
                 date of an IPO.

    6.10  Deadlock Notice and Sale

          6.10.1 In the event of a deadlock between the Purchaser and Yoav as
                 described in Section 6.1.6 above, then the Purchaser and Yoav
                 shall negotiate in good faith for a period of 30 (thirty)
                 days in an effort to resolve the deadlock. If such
                 negotiations are not successful, then either the Purchaser or
                 Yoav (the "Offeror") may at any time within the next
                 twenty-one (21) days give notice to the other (the "Offeree")
                 of its election to purchase the Offeree's entire interest in
                 Zuckerman (the "Offer"), pursuant to the terms and conditions
                 set forth in this Section 6.10.

          6.10.2 The Offer shall specify the price at which the Offeror offers
                 to purchase the Offeree's entire interest in Zuckerman, (the
                 "Original Offer Price"), and shall contain a statement to the
                 effect that the Offeror has all requisite power and authority
                 and the financial resources to consummate the proposed
                 purchase. The Original Offer Price shall be no less than
                 one-half of five million dollars ($5,000,000) .

          6.10.3 The Offeree shall have a period of 14 (fourteen) business
                 days after receipt of the Offer (the "Offer Period") to
                 either (i) accept the Offer by a written notice (the "Buyout
                 Acceptance Notice") delivered to the Offerer or (ii) deliver
                 a counter offer to the Offeror to purchase all the Offeror's
                 interest in Zuckerman (the "Offeree's Offer") for a price
                 which is higher by at least 5% of the Original Offer Price
                 (the "Increased Offer"). The Offeree's Offer shall include a
                 statement to the effect that the Offeree has all requisite
                 power and authority and the financial resources to consummate
                 the proposed purchase. If no Offeree's Offer is delivered
                 within the Offer Period, then the Offeror's Offer shall be
                 deemed accepted and the Offeror shall purchase the entire
                 security holdings of the Offeree in Zuckerman at the Original
                 Offer Price.

          6.10.4 In the event an Offeree's Offer is delivered, the Offeror
                 shall within a period of seven (7) business days after
                 receipt thereof either (i) accept the offer by a Buyout
                 Acceptance Notice as set forth mutatis mutandis in Section
                 6.10.3 above or (ii) deliver a new counter offer to the
                 Offeree to purchase all the Offeree's security holdings in
                 Zuckerman for a price which is higher by at least 5% of the
                 Increased Offer.

          6.10.5 The mechanism detailed in Sections 6.10.3 and 6.10.4 shall be
                 exercised until one party (Yoav or the Purchaser as the case
                 may be) has delivered or fails to deliver either a Buyout
                 Acceptance Notice or counter offer according to Section
                 6.10.4.

          6.10.6 The closing of any transaction pursuant to this Section 6.10
                 shall take place at the principal office of the Company, or
                 any other location agreed between Yoav andthe Purchaser, no
                 later than 30 business days after a Buyout Acceptance Notice
                 was received or deemed received. At such closing, the
                 purchaser party shall pay the purchase price by wire transfer
                 of immediately available funds against delivery by the
                 selling party of appropriate instruments of assignment (i.e.,
                 a share transfer deed), reasonably satisfactory in form to
                 the purchasing party, evidencing the assignment to the
                 purchaser party of all the securities being sold, free and
                 clear of all liens, security interests, encumbrances, or
                 adverse claims of any kind and nature.

          6.10.7 In the event any applicable regulatory or other governmental
                 approvals shall not have been timely obtained, the date of
                 the closing may be postponed until such approvals are
                 obtained. Each party shall use its best effort to cooperate
                 with the other party and file all documents to the
                 governmental authorities in obtaining any required regulatory
                 or other governmental approvals.

     6.11  Yoav's Sales

          Sale of Yoav's holdings in Zuckerman shall be limited as follows:

          6.11.1 Until the earlier of five years following the Closing of this
                 Agreement or an IPO (the "No-Sale Period"), Yoav shall not
                 sell, transfer, assign, encumber, grant an option or
                 otherwise dispose of (hereinafter "Transfer") his shares in
                 Zuckerman so as to reduce Yoav's shareholding in Zuckerman to
                 less than 25% of Zuckerman's outstanding shares.

          6.11.2 Notwithstanding the aforesaid in Section 6.11.1, during the
                 No-Sale Period, in the event that Yoav wishes to reduce his
                 shareholding in Zuckerman to less than 40% of Zuckerman's
                 outstanding shares, by the Transfer of up to an additional
                 fifteen percent (15%) of Zuckerman's outstanding shares (the
                 "Additional Shares"), then he may Transfer the Additional
                 Shares only if the Purchaser approves in writing the identity
                 of the potential buyer. In the event that the Purchaser does
                 not approve the potential buyer, the Purchaser shall reason
                 in writing such disapproval and Yoav may not Transfer any of
                 the Additional Shares to such buyer.

          6.11.3 Notwithstanding Sections 6.11.1 and 6.11.2, Transfers to
                 immediate family members shall be exempt from the provisions
                 of this Section 6.11, provided that the shares so transferred
                 remain subject to this Section 6.11 and any other limitation
                 to which such shares are subject.

          6.11.4 In the event of the death or permanent disability of Yoav,
                 the restrictions of this Section 6.11 shall be void and of no
                 further effect.

7.   CERTAIN COVENANTS OF THE COMPANY
     --------------------------------

     From the date hereof through the Closing, and except as set forth herein,
     each of the Company, Zuckerman and Tawton (a) will conduct its business
     solely in the ordinary course as is conducted on the date hereof and in
     such manner as to preserve, to the extent possible in the ordinary course
     of business, the accuracy of the representations and warranties made
     hereunder; (b) shall not declare or pay any dividends or make any other
     distributions with respect to its share capital; (c) shall not issue any
     shares nor grant any option, warrant, convertible debenture or any other
     form of security exercisable into or convertible to shares of the
     Company, Zuckerman and Tawton , as the case may be, (other than as
     provided for herein); (d) shall not repay any indebtedness for which any
     of the Company's, Zuckeman's and Tawton's shareholders are guarantors;
     and (e) shall not enter into or renew any agreement with an Interested
     Party (including an employment agreement with any employee or director),
     or increase the remuneration of any employee or director.

8.   ADDITIONAL COVENANTS OF THE PARTIES
     -----------------------------------

     8.1  Filings and Consents. In addition to the Parties undertakings
          hereunder, as promptly as practicable after the execution of this
          Agreement, each party to this Agreement (a) shall make all filings
          (if any) and give all notices (if any) required to be made and given
          by such party in connection with the transactions contemplated by
          this Agreement, and (b) shall use all commercially reasonable
          efforts to obtain all consents (if any) required to be obtained
          (pursuant to any applicable legal requirement or contract, or
          otherwise) by such party in connection with the transactions
          contemplated by this Agreement. Each party to this Agreement shall
          (upon request) promptly deliver to the other parties a copy of each
          such filing made, each such notice given and each such consent
          obtained by such party. Each party shall promptly provide the other
          parties with copies of all filings made by the other party with any
          state, federal or foreign governmental body in connection with this
          Agreement and the transactions contemplated hereby. Each of the
          parties hereto shall perform such further acts and execute such
          additional documents as may be reasonably required to effectuate the
          transactions contemplated hereby.

     8.2  Tax Liability. Each party shall be responsible for all its
          respective tax obligations deriving from the transactions
          contemplated in this Agreement.

     8.3  CFO. Upon the Closing, the Chief Financial Officer of the Purchaser
          shall be appointed as the Chief Financial Officer of the Company,
          according to the terms mutually agreed upon by the Purchaser and the
          Company. Yoav may require by written notice, which notice shall
          explain the reasons (such reasons must be reasonable reasons) for
          his decision, that the Chief Financial Officer appointed by the
          Purchaser be replaced by another appointee of the Purchaser
          acceptable to Yoav. Yoav will have the same right with respect to
          any successor to the position of Chief Financial Officer.

     8.4  CEO. Yoav undertakes to serve as the Chief Executive Officer of the
          Company pursuant to the terms of the Employment Agreement Exhibit
          9.4.1 hereto for a period of at least three years.

     8.5  Management Fees. The Company and the Purchaser shall enter into an
          agreement whereby the Company shall pay the Purchaser annual
          management fees in consideration for the participation of
          representative's of the Purchaser on the Company's Board of
          Directors, pursuant to the Management Agreement attached hereto as
          Exhibit 9.4.8.

     8.6  Shareholder's Loan. The Company undertakes, subject to the
          applicable law, in accordance with the loan agreement attached
          hereto as Exhibit 8.6, to pay to Zuckerman the amount of the
          shareholder's loan provided by Zuckerman to the Company. This loan
          principally represents the amounts which Zuckerman is obligated to
          pay to Elscint Ltd. on account of Zuckerman's redemption of the
          shareholders loans made by Elscint to the Company. In no event shall
          Yoav's ownership interest in Zuckerman be diluted on account or as a
          result of Zuckerman's repayment of the amounts due by Zuckerman to
          Elscint Ltd.

9.   CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER
     ------------------------------------------------

     The obligations of Purchaser to consummate the transactions contemplated
     by this Agreement are subject to the satisfaction, at or prior to the
     Closing, of each of the following conditions which the Company, the
     Sellers and Yoav hereby undertake to fulfill any or all of which may be
     waived in writing by Purchaser:

     9.1  Accuracy of Representations. Each of the representations and
          warranties made by the Company ,the Sellers and Yoav in this
          Agreement and in each of the other agreements and instruments
          delivered to Purchaser in connection with the transactions
          contemplated by this Agreement shall have been accurate in all
          material respects as of the date of this Agreement, and shall be
          accurate in all material respects as of the Closing Date as if made
          on the Closing Date.

     9.2  Performance of Covenants. All of the covenants and obligations that
          the Company, the Sellers and Yoav are required to comply with or to
          perform at or prior to the Closing shall have been complied with and
          performed in all material respects.

     9.3  Consents. All Consents required to be obtained in connection with
          the transactions contemplated by this Agreement shall have been
          obtained and shall be in full force and effect.

     9.4  Agreements and Documents. Purchaser shall have received the
          following agreements and documents, each of which shall be in full
          force and effect:

          9.4.1  New Employment Agreement executed by Mr. Yoav Zuckerman and
                 the Company on January 2, 2001, and attached hereto as
                 Exhibit 9.4.1.

          9.4.2  Certificates executed by an Officer of the Company, an
                 Officer of Zuckerman, an officer of Tawton , and Cowan,
                 certifying that each of the representations and warranties
                 made by it and set forth in Section 4 are accurate in all
                 material respects as of the Closing Date as if made on the
                 Closing Date and that the conditions set forth in Sections
                 9.1, 9.2 and 9.3 have been duly satisfied in the form
                 attached as Exhibit 9.4.2 to this Agreement (collectively the
                 "Company Closing Certificate"); and

          9.4.3  (i) An opinion, dated the Closing, of Law Offices of Shimshon
                 Halpern, counsel to the Company, and, (ii) an opinion, dated
                 the Closing, of Law Offices of Shimshon Halpern, counsel to
                 Zuckerman, and (iii) an opinion, dated the Closing, of
                 Simcocks, counsel to Tawton in the form of Exhibits 9.4.3 ,
                 9.4.3(a) respectively attached hereto.

          9.4.4  Validly executed Share Certificate reflecting the Purchased
                 Shares in the name of the Purchaser accompanied by (i) share
                 transfer deed duly executed by Cowan and (ii) legal opinion
                 from Tawton's counsel confirming that the Purchased Shares
                 were properly transferred to the ownership of the Purchaser
                 in accordance with applicable law.

          9.4.5  written resignations of all directors, except Yoav, of the
                 Company, Zuckerman and Tawton, effective as of the Closing
                 Date;

          9.4.6  Special Resolutions of the Company's and of Zuckerman's
                 shareholders in the form of Exhibit 9.4.6(a) and 9.4.6(b)
                 hereto, by which the Articles of Association of the Company
                 and of Zuckerman shall be replaced with the Amended Articles
                 attached hereto as Exhibit 9.4.6(a)(A) and 9.4.6(b)(A),

          9.4.7  Resolutions of the Board of Directors of the Company, of
                 Zuckerman and of Tawton approving the Company's and the
                 Sellers' execution of this Agreement and any other document
                 contemplated hereby, the sale and transfer of the Purchased
                 Shares against payment of the Purchase Price, all in the form
                 attached hereto as Exhibit 9.4.7.

          9.4.8  The Company shall deliver to the Purchaser a duly executed
                 Management Agreement in the form attached hereto as Exhibit
                 9.4.8.

          9.4.8A Bank Hapoalim B.M. shall have approved this Agreement and the
                 transactions contemplated therein, in a form reasonabley
                 satisfactory to the Purchaser.

          9.4.9  The Sellers shall provide the Purchaser with approvals of
                 exemption from tax deduction at source. The Purchaser shall
                 provide the Sellers with the necessary assistance, including
                 a power-of-attorney, to deal with this issue on behalf of the
                 Purchaser.

          9.4.10 Yoav had signed and executed the pledge agreement attached as
                 Exhibit 4B.2.

          9.4.11 Tawton shall register the Purchaser as the owner of the
                 Purchased Shares in it's shareholders' register.

          9.4.12 The Company and Yoav shall have executed a loan agreement in
                 accordance with the provisions of Section 11.3 below in the
                 form attached as Exhibit 9.4.12 hereto.

          9.4.13 Yoav shall have transferred his one ordinary share in the
                 Company to Zuckerman as evidenced by the executed share
                 transfer deed in the form attached as Exhibit 9.4.13 hereto
                 and by the signed letter to the Israeli Companies Registrar
                 in the form attached as Exhibit 9.4.13A hereto.

          9.4.14 A letter from Elscint Ltd. specifying that the aggregate
                 amount of debts of the Company, Zuckerman and Yoav to the
                 Elscint Group as defined in Section 4.21 above, as of
                 September 30, 2000, does not exceed the amount of two million
                 three hundred and fifty thousand US Dollars ($2,350,000) (not
                 including interest) .

          9.4.15 Resolution of the Board of Directors of the Company amending
                 the Board resolution dated November 2, 2000 in a way that the
                 release from liability and indemnification specified in that
                 resolution shall not apply to Yoav's representations,
                 warranties and undertakings included in this Agreement , in a
                 form attached as Exhibit 9.4.15 hereto.

     9.5  No Legal Proceedings. No Person shall have commenced or taken
          substantial steps towards any legal proceeding challenging or
          seeking the recovery of a material amount of damages in connection
          with the transactions contemplated by this Agreement or seeking to
          prohibit or limit the exercise by Purchaser of any material right
          pertaining to the Company's and/or Zuckerman's and/or Tawton's
          assets or liabilities, unless disclosed in this Agreement.

10.  CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLERS AND THE COMPANY
     ------------------------------------------------------------------

     The obligations of the Sellers and the Company to consummate the
     transactions contemplated by this Agreement are subject to the
     satisfaction, at or prior to the Closing, of the following conditions
     which the Purchaser hereby undertakes to fulfill, any or all of which may
     be waived in writing by the Company and/or the Sellers:

     10.1 Accuracy of Representations. Each of the representations and
          warranties made by Purchaser in this Agreement and in each of the
          other agreements and instruments delivered to the Company or to the
          Sellers in connection with the transactions contemplated by this
          Agreement shall have been accurate in all material respects as of
          the date of this Agreement, and shall be accurate in all material
          respects as of the Closing Date as if made on the Closing Date.

     10.2 Performance of Covenants. All of the covenants and obligations that
          Purchaser is required to comply with or to perform at or prior to
          the Closing shall have been complied with and performed in all
          respects.

     10.3 Consents. All Consents required to be obtained in connection with
          the transactions contemplated by this Agreement shall have been
          obtained and shall be in full force and effect.

     10.4 Agreements and Documents. The Company and the Sellers shall have
          received the following agreement and documents, each of which shall
          be in full force and effect:

          10.4.1 A Certificate executed by an Officer of the Purchaser
                 certifying that each of the representations and warranties
                 set forth in Section 5 are accurate in all material respects
                 as of the Closing Date as if made on the Closing Date and
                 that the conditions set forth in Sections 10.1, 10.2 and 10.3
                 have been duly satisfied in the form attached as Exhibit
                 10.4.1 to this Agreement (the "Purchaser Closing
                 Certificate"); and

          10.4.2 Resolutions of the Board of Directors of the Purchaser
                 approving the Purchaser's execution of this Agreement and any
                 other document contemplated hereby, the sale and transfer of
                 the Purchased Shares against payment of the Purchase Price,
                 all in the form attached hereto as Exhibit 10.4.3.

          10.4.3 An opinion, dated the Closing, of Efrati, Galili & Co.,
                 counsel to the Purchaser, in the form of Exhibit 10.4.3
                 attached hereto.

     10.5 No Legal Proceedings. No Person shall have commenced any Legal
          Proceeding challenging or seeking the recovery of a material amount
          of damages in connection with the transactions contemplated by this
          Agreement or seeking to prohibit or limit the exercise by Purchaser
          of any material right pertaining to its ownership of stock of the
          Company.

11.  POST-CLOSING COVENANTS
     ----------------------

     11.1 General. If at any time after the Closing any further action is
          necessary or desirable to carry out the purposes of this Agreement,
          each of the parties will take such further action, including the
          execution and delivery of such further instruments and documents as
          the other party reasonably may request, all at the sole cost and
          expense of the requesting party (If the requesting party is Yoav,
          the Company or Zuckerman, as the case may be, shall bear such costs
          and expenses).

     11.2 Confidentiality. The Parties acknowledge, undertake and agree that
          all documents and information (collectively, the "Confidential
          Information") received from the Company, the Sellers, or Yoav, or
          from the Purchaser, in connection with this Agreement or the holding
          of the Company's Shares, directly or indirectly, will be used solely
          for the purpose of furthering the business of the Company and that
          such Confidential Information will be treated by Parties and their
          respective affiliates, directors, officers, employees, agents,
          accountants, representatives or advisors (collectively the
          "Representatives") as secret and confidential; provided, however,
          that the term "Confidential Information" shall not include any
          information that (i) was in the lawful possession of the receiving
          Party or its representatives receiving such information at the time
          of the disclosure, as can be established by written evidences, (ii)
          was in the public domain at the time of disclosure, or (iii) becomes
          part of the public domain after the time of disclosure through no
          act or omission by the Party to whom the disclosure was made.

     11.3 Shareholder Loan. Within fourteen days following the Closing, Yoav
          shall provide the Company with a loan in the amount of $600,000. The
          loan shall bear interest at an annual rate of Libor + 2% . The
          Company shall repay the loan plus applicable interest in its
          entirety no later than December 31, 2001, provided that the Company
          shall sell at least 100 systems in year 2001. In the event that the
          Company sells between 50 and 99 systems in year 2001, then a
          percentage of the loan and interest shall be repaid according to the
          following formula: [(# of systems sold - 50) / 50] x (100). For
          illustration purposes, if 75 units are sold, Yoav would be entitled
          to receive 50% of the Loan - [(75-50) / 50] x 100 = 50%. In the
          event that less than 40 systems are sold by the Company in the year
          2001, the loan and interest shall not be repaid, and Yoav shall be
          required to invest an additional $250,000 in the Company in
          accordance with one of the following three options which Yoav shall
          decide upon in his complete discretion: (a) a cash investment of
          $250,000 ; (b) a transfer of a proportionate share of his shares in
          the Company to the Purchaser according to a valuation of the Company
          of $5,000,000, i.e., a transfer of 5% of his shares; or (c) some
          combination of options (a) and (b). Should Yoav decide to transfer
          shares to the Purchaser, then he shall be entitled to reacquire
          these shares from the Purchaser at any time within 12 months from
          the date of the transfer at a per share price equal to per share
          price plus an annual interest of Libor + 2% on the day these shares
          were transferred to the Purchaser. For illustration purposes, should
          Yoav transfer 5% of his shares to the Purchaser, Yoav would be
          entitled to reacquire these shares for a payment of $250,000. In no
          event shall the Purchaser ownership interest in the Company be
          diluted on account or as a result of the shareholder's loan
          specified in this Section 11.3. As security for Yoav's undertaking
          to provide the US$ 600,000 loan as set forth above, Yoav shall
          pledge all of his Shares in Zuckerman, according to the terms and
          conditions set forth in the Pledge Agreement, Exhibit 4B.2 hereto.

12.  INDEMNITY
     ---------

     12.1 Survival of Representations. All of the representations and
          warranties of the Sellers, the Company, Yoav, and the Purchaser
          contained in Section 4 and Section 5 of this Agreement shall survive
          the Closing hereunder and continue in full force and effect until
          the seventh anniversary of the Closing, subject to any applicable
          statutes of limitations.

     12.2 Indemnification by the Company, Yoav and Sellers. Each of the
          Sellers, Yoav and the Company hereby, individually, agree to
          indemnify and hold harmless the Purchaser and its directors,
          officers, and Affiliates against any losses, liabilities, damages
          and expenses including but not limited to counsel fees and
          litigation expenses, as and when incurred arising out of, based
          upon, or in connection with any material breach of any
          representation or warranty made by it which is contained in Section
          4 of this Agreement. Damages recoverable with respect to any breach
          of any representation or warranty made in this Agreement shall not
          exceed the Purchase Price plus the Guarantees Amount in the
          aggregate minus any profit distribution made to the Purchaser and
          minus any amount of the Guarantees Amount that was released to the
          Purchaser . Notwithstanding the above said, neither the Company nor
          the Sellers nor Yoav shall be required to indemnify the Purchaser
          unless and until the amount of such Indemnification payment exceeds
          $25,000 (twenty five thousand US dollars) in the aggregate per each
          calendar year from the date of this agreement (the "Cushion").
          However, if the indemnification amount exceed the Cushion, the
          Purchaser will have the right to indemnification for those amounts
          exceeding the Cushion. Notwithstanding anything to the contrary
          herein, it is hereby agreed that Yoav and/or Cowan shall not be
          entitled to be indemnified by the Company or Zuckerman for any loss
          liability, damage and expenses sustained by Yoav and/or Cowan as a
          result of a breach of any representation or warranty made by the
          Company and/or Zuckerman contained in this Agreement. This Section
          shall not derogate from any right and/or remedy of the Purchaser in
          accordance with the applicable law.

     12.3 Indemnification by the Purchaser. The Purchaser hereby agrees to
          indemnify and hold harmless Yoav and/or Cowan against any losses,
          liabilities, damages and expenses including but not limited to
          counsel fees and litigation expenses, as and when incurred arising
          out of, based upon, or in connection with any material breach of any
          representation or warranty of the Purchaser contained in this
          Agreement. Damages recoverable with respect to any breach of any
          representation or warranty made in this Agreement shall not exceed
          $650,000 in the aggregate. Notwithstanding the above said, the
          Purchaser shall not be required to indemnify Yoav and/or Cowan
          unless and until the amount of such Indemnification payment exceeds
          $10,000 (ten thousand US dollars) in the aggregate per each calendar
          year from the date of this agreement (the "Cushion"). However, if
          the amount exceeds the Cushion, Yoav and/or Cowan will have the
          right to indemnification for those amounts exceeding the Cushion.
          This Section shall not derogate from any right and/or remedy of Yoav
          and/or Cowan in accordance with the applicable law.

     12.4 Notice of Claim. A Party seeking indemnification (a "Protected
          "Party") shall provide the indemnifying party with prompt notice of
          any claim asserted or threatened against the Protected Party on the
          basis of which the Protected Party intends to seek indemnification
          as provided for in this Section 12. However, the obligations of the
          Protected Party under this Section 12 shall not be conditional upon
          receipt of any such notice and no delay on the part of the Protected
          Party in providing notice shall relieve the indemnifying Party from
          any obligation hereunder except if such delay prejudices the
          indemnifying party.

     12.5 Other Remedies. The foregoing indemnification provisions are in
          addition to, and not in derogation of, any statutory, equitable, or
          common law remedy any Party may have with respect to the other
          Parties to this Agreement.


13.  THE CLOSING
     -----------

     The Closing shall take place on January 31, 2001, at the offices of
     Efrati, Galili & Co., Wissotsky 6, Tel Aviv, at 11:00 a.m. or on any
     other date or place agreed to in writing by the parties (the "Closing").

14.  MISCELLANEOUS
     -------------

     14.1 Expenses. The Company shall reimburse the Purchaser and Zuckerman
          upon the Closing of their accounting and legal fees and other
          expenses incurred with respect to this Agreement and to the related
          agreements and transactions contemplated hereby; provided, however,
          that (i) such reimbursement to the Purchaser does not amount to a
          sum greater than $40,000 (forty thousand U.S. dollars) plus V.A.T.
          charges; and (ii) such reimbursement to Zuckerman does not amount to
          a sum greater than $40,000 (forty thousand U.S. dollars) plus V.A.T.
          charges in the aggregate.

          All the expenses specified in this Section 14.1 shall be paid by the
          Company to the Purchaser and to Zuckerman in twelve (12) monthly
          equal installments, with the first payment to be made one year
          following the Closing.

     14.2 Entire Agreement. This Agreement, including its Exhibits which are
          an integral part thereof, constitutes the entire agreement between
          the parties hereto with respect to the subject matter hereof and
          supersedes all prior agreements between the parties thereto.

     14.3 Waiver. Omission or delay on the part of any party in requiring due
          and punctual fulfillment of any of the obligations of the other
          parties hereunder shall not be deemed a waiver of such obligation,
          or any other obligations, present or future, or of any resulting
          remedy for the breach thereof.

     14.4 Costs and Expenses. Save as otherwise expressly provided herein, all
          costs, taxes, levies, fees and charges of any kind whatsoever
          incurred pursuant to this Agreement will be borne by the party
          incurring same.

     14.5 Law and Jurisdiction. This Agreement shall be governed by and
          construed according to the laws of the State of Israel, without
          regard to the conflict of laws provisions thereof. Any dispute
          arising under or in relation to this Agreement shall be resolved in
          the competent court in Tel Aviv, Israel, and each of the Parties
          hereby submits irrevocably to the exclusive jurisdiction of such
          court.

     14.6 Headings. The headings of the sections of this Agreement are not a
          part of and are not intended to govern, limit or aid in the
          construction of any term or provision hereof.

     14.7 Assignment. None of the rights, privileges, or obligations set forth
          in, arising under, or created by this Agreement may be assigned or
          transferred without complying with the limitations on transfers of
          shares imposed by the Amended Articles, with the exception of: (i)
          assignments by the Purchaser or the other shareholders of the
          Company to Permitted Transferees (as defined in the Amended Articles
          of the Company) of shares of such Purchaser or other shareholder, as
          applicable; (ii) assignments and transfers from the Purchaser or
          other shareholder to any other entity which controls, is controlled
          by or is under common control with, such Purchaser or shareholder;
          provided however, that no such assignment or transfer shall become
          effective unless each such transferee has provided the Company and
          the Purchaser with a confirmation in writing that it is bound by all
          terms and conditions of this Agreement as if it were an original
          party to it. The Company shall not be entitled to assign any of its
          rights or obligations hereunder (other than as provided for herein),
          absent prior written consent of the Purchaser.

     14.8 Amendments and Waivers. No waiver by a party or failure to enforce
          any of its rights hereunder shall be construed as a waiver to
          enforce other rights or the same right on future occasions. No
          amendment, modification, or waiver of any of the provisions of this
          Agreement shall be effective unless in writing and signed by the
          party against whom such amendment, modification or waiver is sought
          to be enforced.

     14.9 Notices. Notices to be served hereunder shall be in writing as
          hereinafter provided and shall be served upon the parties at the
          addresses set forth below. Notices served by registered mail shall
          be deemed served on the day of actual delivery by the addressee's
          receipt, or at the expiration of the 7 (seven) days after the date
          of mailing, whichever is earlier. Notices served by telex, telegram,
          telecopier or cable shall be deemed to be in writing and to have
          been served within 12 (twelve) hours (in the case of telex or
          telecopier) and within 24 (twenty-four) hours (in the case of
          telegrams or cables) or dispatch.

     14.10 Addresses of the Parties. The addresses of the parties for the
           purposes of this agreement are as follows:

           If to Purchaser :

           Aryt Industries Ltd
           Haplada 7, POB 696, Or-Yehuda 60257
           Tel: 03-5388666; Fax: 03-5339223
           Att: Yoav Bar-Nes

           with a copy to (which will not constitute notice):

           Efrati, Galili & Co.
           6 Wissotsky Street , Tel Aviv 62338
           Att: Omer Ben-Zvi, Adv.

           If to the Company:

           ElscinTec Systems Ltd.
           Advanced Technology Center
           P.OB. Matam, Haifa   31905
           Att: Yoav Zuckerman

           with a copy to (which will not constitute notice):

           Law Offices of Shimshon Halpern, J.D.       Yoav Zuckerman
           Jacoby House, P.O. Box 2987          &      Fax: 04-824-3680
           Even Yehuda   40500
           Att: Shimshon Halpern, Adv.
           Fax: 09-899-5964

           If to Yoav:

           Yoav Zuckerman
           Fax: 04-824-3680

           with a copy to (which will not constitute notice):

           Law Offices of Shimshon Halpern, J.D.
           Jacoby House, P.O. Box 2987
           Even Yehuda   40500
           Att: Shimshon Halpern, Adv.
           Fax: 09-899-5964

           If to Tawton:

           -------------

           With a copy to:
           ---------------






           with a copy to:

           If to Zuckerman:

           Y. Zuckerman Properties (1999) Ltd.
           c/o

           Fax:

           with a copy to (which will not constitute notice):

           Law Offices of Shimshon Halpern, J.D.         Yoav Zuckerman
           Jacoby House, P.O. Box 2987          &        Fax: 04-824-3680
           Even Yehuda   40500
           Att: Shimshon Halpern, Adv.
           Fax: 09-899-5964


    14.11 Severability. Whenever possible, each provision of this Agreement
          will be interpreted in such manner as to be effective and valid
          under applicable law, but if any provision of this Agreement is held
          to be prohibited by or invalid under applicable law, such provisions
          will be effective only to the extent of such prohibition or
          invalidity, without invalidating the remainder of such provision or
          the remaining provisions of this Agreement.

    14.12 Counterparts. This Agreement may be executed in one or more
          counterparts, each of which shall be deemed an original but all of
          which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Share Purchase
Agreement on the date first written above:

<TABLE>
<CAPTION>

-------------------------------------------------                    -----------------------------------------------------
<S>                                                                  <C>
Elscintec Systems Ltd.                                               Y. Zuckerman Properties (1999) Ltd.
By:     /s/  Yoav Zuckerman                                          By:     /s/  Yoav Zuckerman
        -------------------                                                  -------------------
Title:       CEO                                                     Title:  CEO
        -------------------                                                  -------------------



-------------------------------------------------                    -----------------------------------------------------
Tawton Ltd.                                                          Aryt Industries Ltd.
                                                                     By:     /s/  Schmuel Bachar
                                                                             ---------------------
By:     /s/  John A.  Cowan                                          Title:  ______________________
        -------------------
Title: Director
       --------------------
-------------------------------------------                          ------------------------------------------------------
       John A. Cowan                                                 Mr. Yoav Zuckerman

 /s/  John A.  Cowan                                                 /s/  Yoav Zuckerman
--------------------                                                 -------------------

</TABLE>