Exhibit 4.15


                           SHARE PURCHASE AGREEMENT
                           ------------------------

     THIS SHARE PURCHASE AGREEMENT (this "Agreement") made as of the _____ day
of December, 2000, by and among, First Isratech Fund LP (hereinafter referred
to as "LP"), First Isratech Fund LLC (hereinafter referred to as "LLC"), And
First Isratech Company Norway AS (hereinafter referred to as "AS") (jointly
and severally hereinafter referred to as the "Sellers") and Aryt Industries
Ltd. (Reg. No. 52-003335-8), a public company, duly organized and validly
existing under the laws of the State of Israel (hereinafter referred to as the
"Buyer" or "Aryt") (the Company, Sellers, and Buyer shall be hereinafter
collectively referred to as the "Parties")

                             W I T N E S S E T H:

WHEREAS:       Sensotech Ltd. (Reg. No. 51-222941-0), is a private company
               duly organized and validly existing under the laws of the State
               of Israel, which is engaged, inter-alia, in the development,
               manufacture and marketing of intelligent, non-contact sensing
               equipment (the "Company"); and

WHEREAS        Sellers hold and own in the aggregate 1,393 shares; 749 Common
               shares and 644 Common "A" Shares, in the Company, constituting
               together approximately 16.36% of all the outstanding shares in
               the Company(13.8% on a fully diluted basis), which are free and
               clear of all liens, pledges, security interests and
               encumbrances of whatever nature or any other claims, except as
               is expressly stipulated in the attached Schedule A ("the
               SHARES"); and

WHEREAS        Buyer owns 2,129 Preferred Shares (as defined in the Company's
               Articles of Association) in the Company; constituting
               approximately 25% of all the outstanding shares in the Company.
               Buyer declares that except for the Buyer, there are no holders
               of Preferred Shares in the Company;

WHEREAS        Buyer desires to buy from Sellers all their SHARES in the
               Company, free and clear of all liens, pledges, security
               interests and encumbrances of whatever nature or any other
               claims, and Sellers desire to sell and transfer same to Buyer,
               upon terms and conditions herein set forth.

             NOW, THEREFORE, the parties hereto agree as follows:


<PAGE>


1.   PURCHASE AND SALE
     -----------------

     1.1.   Subject to the conditions set forth herein, on the Closing Date
            (as defined hereinafter) Sellers shall sell and transfer to Buyer
            all the Shares free and clear of all liens, pledges, security
            interests and encumbrances of whatever nature or any other claims
            for a consideration of $960,000 (Nine Hundred and Sixty Thousand
            United States Dollars) ("the Purchase Price"). The Purchase Price
            shall be allocated among the individual Sellers pursuant to the
            attached Schedule 1.1.
                     -------------

     1.2.   In addition, IsraTech Management LLC (hereinafter referred to as
            "LLC")shall assign and transfer to Buyer, all its rights to
            receive any payment for management fees or related payments from
            the Company for a consideration of $40,000 (Forty Thousand United
            States Dollars) as set forth in article 2.3 herein.

2.   CONSIDERATION
     -------------

     2.1.   In consideration for the sale, transfer and assignment of the
            Shares, and all Sellers' undertakings, representations and
            warranties contained herein, Buyer shall deliver and pay to
            Sellers the Purchase Price. Such payment shall be affected not
            later than September 30, 2003.

     2.2.   As security for the full payment of the Purchase Price, Buyer
            shall deliver to the Sellers on the Closing Date, a duly signed
            debenture issued by Buyer to Sellers in principal amount of
            $960,000 (Nine Hundred and Fifty Thousand United States Dollars),
            in the form attached hereto as Schedule 2.1 ("the Debenture").
                                           ------------
            Buyer will register the Debenture with the Companies Registrar in
            Israel. The costs of registration, stamp duty and all other
            expenses relating to registration, will be borne by the Buyer.

     2.3.   For the avoidance of doubt, it is hereby clarified that following
            consummation of the Closing hereunder, Buyer's obligation to pay
            to the Sellers the Purchase Price shall be considered as
            independent and irrevocable obligation, which shall not be
            affected by any circumstances, including without limitation any
            change whatsoever in the share price of the Company or any
            development in its business.

     2.4.   In consideration for ITM's rights to receive management fees or
            related payments from the Company, Buyer shall pay to ITM, an
            amount of $40,000 (Forty Thousand United States Dollars) on the
            Closing date.

3.   AUTHORIZATION OF AGREEMENT
     --------------------------

     3.1.   The execution, delivery and performance of this Agreement by
            Sellers have been duly authorized and approved by each of the
            Sellers' Board of Directors or any other applicable organ, which
            have taken, or will take, prior to the Closing Date all actions
            required by law to authorize the execution, delivery and
            performance of this Agreement and all other documents,
            certificates and actions as may be required of Sellers to
            consummate the transactions contemplated hereby.

     3.2.   The execution, delivery and performance of this Agreement by Buyer
            have been duly authorized and approved by Buyer's Board of
            Director or any other applicable organ, which have taken, or will
            take, prior to the Closing Date all actions required by law or by
            the Buyer's Articles of Association to authorize the execution,
            delivery and performance of this Agreement and all other
            documents, certificates and actions as may be required of Buyer to
            consummate the transactions contemplated hereby.

4.   CLOSING
     -------

     4.1.   Closing Time, Date and Location

            The Closing shall take effect at the offices of Rebhan, Mann &
            Co., 2 Bloch St. Tel-Aviv, Israel, on December ____, 2000, at
            10:30 a.m. Israeli Standard Time, or at such other time and place
            as the parties shall agree in writing (the "Closing Date").

     4.2.   The Closing
            -----------

            All actions at the Closing and all transactions occurring at the
            Closing shall be deemed to take place simultaneously and no
            transactions shall be deemed to have been completed or any
            document delivered until all such transactions have been completed
            and all required documents delivered.

     4.3.   Buyer Actions
            -------------

            At the Closing, the Buyer shall deliver or cause to be delivered
            to Sellers:

            4.3.1.  A copy of a resolution of the Company's Board of Directors
                    approving the sale and transfer of the SHARES from Sellers
                    to the Buyer and all transactions contemplated hereby, in
                    the form attached hereto as Schedule 4.3.1;
                                                --------------

            4.3.2.  The Debenture duly signed by Buyer as evidence of and
                    collateral for the obligations of Buyer pursuant to
                    Section 2.1; and

            4.3.3.  The required documents duly signed by Buyer for the
                    registration of the Pledge within the Companies Registrar,
                    in the form attached hereto as Schedule 4.3.3;
                                                   --------------

            4.3.4.  A counterpart of this Agreement and any ancillary
                    documents referred to herein duly executed by the Buyer;
                    and

            4.3.5.  A written notice of appointing the Buyer's representatives
                    to the Company's Board of Directors (the "Board of
                    Directors") in the form attached hereto as Schedule 4.3.5.
                                                               ---------------
                    [to be provided]; and
                    ----------------

            4.3.6.  A certification of a bank wire transfer made to ITM in the
                    amount of $40,000 (Forty Thousand United States Dollars),
                    for the rights of ITM to receive management fees or
                    related payments from the Company.

     4.4.   Sellers' Actions
            ----------------

            At or prior to the Closing, the Sellers shall deliver or cause to
            be delivered to the Buyer:

            4.4.1.  A copy of a resolution of the Company's Board of Directors
                    approving the sale and transfer of the SHARES from Sellers
                    to the Buyer and all transactions contemplated hereby, in
                    the form attached hereto as Schedule 4.4.1; and
                                                --------------

            4.4.2.  Validly executed Share Transfer Deeds covering the sale
                    and transfer of the SHARES from each of the Sellers to the
                    Buyer in the form attached hereto as Schedule 4.4.3; All
                                                         --------------
                    Share Transfer Deeds shall be signed by Buyer on the
                    Closing date.

            4.4.3.  Validly executed Certificates of Shares, if available, in
                    respect of the sold SHARES issued on the name of each of
                    the Sellers. The above Share Transfer Deeds and Share
                    Certificates shall be held in trust by Fidelio Ltd., a
                    trust company of Rebhan, Mann and Co. Advocates, of 2
                    Bloch St., Tel-Aviv, which shall hold and handle them
                    pursuant to the provisions of the debenture Schedule 2.1.

            4.4.4.  A Letter of Assignment in respect of Sellers rights to
                    receive management fees or related payments from the
                    Company, in the Form attached hereto as Schedule 4.4.4.
                                                            --------------

            4.4.5.  A written notice of resignation of the Sellers'
                    representative to the Board of Directors in the form
                    attached hereto as Schedule 4.4.5.
                                       --------------

     4.5.   Upon consummation of the Closing, as detailed above, and subject
            to the Sellers liabilities to the representation set forth in
            section 7 below, the Sellers shall be deemed to have fulfilled all
            of their undertakings to sell and transfer the SHARES to Buyer
            pursuant to the provisions of this Agreement.

5.   REPRESENTATIONS AND WARRANTIES OF SELLERS
     -----------------------------------------

     Each of the Sellers, hereby jointly and severally, represents and
     warrants to the Buyer, and acknowledges that the Buyer is entering into
     this Agreement in reliance thereon, as follows:

     5.1.   Ownership of Shares
            -------------------

            A complete and correct list of the shareholdings of each of the
            Sellers, immediately prior to and following the Closing is set
            forth in Schedules 5.1(a) to (b) respectively. The Sellers are the
                     ----------------    ----------------
            lawful owners of all of the SHARES and none of the Sellers own any
            other shares, options or other rights to subscribe for, purchase
            or acquire any security of the Company. All the SHARES were fully
            paid and non-assessable. All the SHARES are free and clear of any
            liens, pledges, security interests, encumbrances or any other
            third party rights whatsoever.

     5.2.   Agreements
            ----------

            Except for the agreements attached and listed in Schedule 5.2,
                                                             ------------
            none of the Sellers is a party to any agreement, obligation or
            commitment, with respect to: (i) the election of any individual or
            individuals to the Board of Directors of the Company; (ii) any
            voting agreement or other arrangement among the Company's
            shareholders; or (iii) any agreement with the Company.

     5.3.   Authorization
            -------------

            All legal actions on the part of each of the Sellers necessary for
            the authorization, execution, delivery, and performance of all its
            obligations under this Agreement has been (or will be) taken prior
            to the Closing. This Agreement, when executed and delivered by or
            on behalf of each of the Sellers at the Closing, shall constitute
            the valid and legally binding obligations of such shareholder,
            legally enforceable against it in accordance with its terms. No
            legal, contractual or other impediment known to the Sellers would
            prevent them from entering into and fully complying with their
            obligations herein.

     5.4.   No Breach
            ---------

            Except as described in Schedule 5.4 hereto, as of the Closing,
                                   ------------
            neither the execution and delivery of this Agreement nor
            compliance by any of the Sellers with the terms and provisions
            hereof, will conflict with, or result in a material breach or
            violation of, any of the terms, conditions or provisions of the
            Governing Instruments, Agreements or Laws and Regulations.

     5.5.   Effectiveness; Survival
            -----------------------

            Each representation herein on behalf of the Sellers is deemed to
            be made on the date of this Agreement and at the Closing, and
            shall survive and remain in full force and effect until the second
            anniversary of the Closing, and in no event the liability of the
            Sellers to such representations shall exceed the amount actually
            paid to them by the Buyer pursuant to this Agreement.

6.   REPRESENTATIONS AND WARRANTIES OF THE BUYER
     -------------------------------------------

     The Buyer hereby represents and warrants to the Sellers and acknowledges
     that the Sellers are entering into this Agreement in reliance thereon, as
     follows:

     6.1.   Organization
            ------------

            It is duly organized, validly existing and in good standing under
            the laws of the State of Israel.

     6.2.   Enforceability
            --------------

            This Agreement and the agreements to be executed by the Buyer
            under this Agreement, when executed and delivered by the Buyer,
            will constitute the valid, binding and enforceable obligations of
            the Buyer, legally enforceable against the Buyer in accordance
            with its terms.

     6.3.   Authorization
            -------------

            The execution, delivery and performance of the obligations of the
            Buyer hereunder have been duly authorized by all necessary
            corporate action prior to the Closing and would not be precluded
            under any agreement or restrictive covenant entered into by the
            Buyer. No legal, contractual or other impediment known to the
            Buyer would prevent him from entering into and fully complying
            with his obligations herein.

     6.4.   Financial Resources
            -------------------

            The Buyer has the financial resources required to fulfill all of
            its financial obligations under this Agreement. The Buyer is not
            expected to any material change in the condition (financial or
            otherwise) or business of the Buyer, which may adversely affect
            its ability to complete all his financial obligations as set forth
            above.

     6.5.   No Breach
            ---------

            Except as described in Schedule 6.5 hereto, as of the Closing,
                                   ------------
            neither the execution and delivery of this Agreement nor
            compliance by any of the Sellers with the terms and provisions
            hereof, will conflict with, or result in a material breach or
            violation of, any of the terms, conditions or provisions of the
            Governing Instruments, Agreements or Laws and Regulations.

     6.6.   Buyer, being a shareholder of the Company, is familiar with the
     ----
            Company and its business. Accordingly, Buyer has not required in
            relation to this Agreement from the Sellers and the Sellers have
            not provided to Buyer any representations and/or information
            concerning the Company and its state of affairs.

7.   Miscellaneous
     -------------

     7.1.   Notices
            -------

            Notices and other communications required or permitted hereunder
            to be given to a party to this Agreement shall be in writing and
            shall be telecopied or mailed by registered or certified mail,
            postage prepaid, or otherwise delivered by hand or by messenger,
            addressed to such party's address as set forth below or at such
            other address as the party shall have furnished to each other
            party in writing in accordance with this provision:

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

            if to a Buyer to:                if to Seller:

            Aryt Industries Ltd.             IsraTech Management LLC_________

            7 Haplada St.                    Attn: Philip Aaronberg_________

            Or Yehuda, 60218                 11 Cross Keys Close London WIM
                                             5FY, England
            Tel.: (03) 538-8604
                                             Tel.:
            Fax: (03) 533-9223
                                             Facsimile: _________
------------------------------------------------------------------------------


            or such other address with respect to a party as such party shall
            notify by ten (10) days advance written notice to each other party
            in writing as above provided. Any notice sent in accordance with
            this Section shall be effective: (i) if mailed, five (5) business
            days after mailing; (ii) if sent by messenger, upon delivery; and
            (iii) if sent via telecopier, upon transmission and telephone
            confirmation of receipt or (if transmitted and received on a
            non-business day) on the first business day following transmission
            and telephone confirmation of receipt.

     7.2.   Notice to Current Shareholders
            ------------------------------

            Buyer declares that prior to signature of this Agreement, the
            Company has given notices, as attached in Schedule 7.2 hereto, to
                                                               ---
            the current shareholders of the Company, advising them on the
            transaction contemplated under this Agreement. Buyer acknowledges,
            that should any of the shareholders wish to exercise his first
            refusal right ("the Interested Shareholder") pursuant to the
            previous Articles of Association dated __________ (the "Previous
            Articles"), Buyer shall sell and transfer on his account to the
            Interested Shareholder all shares, which the Interested
            Shareholder is entitled to purchase, pursuant to the provisions of
            the previous Articles.

     7.3.   Delays or Omissions
            -------------------

            No delay or omission to exercise any right, power, or remedy
            accruing to any party upon any breach or default under this
            Agreement, shall be deemed a waiver of any other breach or default
            theretofore or thereafter occurring. Any waiver, permit, consent,
            or approval of any kind or character on the part of any party of
            any breach or default under this Agreement, or any waiver on the
            part of any party of any provisions or conditions of this
            Agreement, or any waiver on the part of any party of any
            provisions or conditions of this Agreement, must be in writing and
            shall be effective only to the extent specifically set forth in
            such writing. All remedies, either under this Agreement or by law
            or otherwise afforded to any of the parties, shall be cumulative
            and not alternative.

     7.4.   Severability
            ------------

            If any provision of this Agreement is held by a court of competent
            jurisdiction to be unenforceable under applicable law, then such
            provision shall be excluded from this Agreement and the remainder
            of this Agreement shall be interpreted as if such provision were
            so excluded and shall be enforceable in accordance with its terms;
            provided, however, that in such event this Agreement shall be
            interpreted so as to give effect, to the greatest extent
            consistent with and permitted by applicable law, to the meaning
            and intention of the excluded provision as determined by such
            court of competent jurisdiction.

     7.5.   Counterparts
            ------------

            This Agreement may be executed in any number of counterparts, each
            of which shall be deemed an original and enforceable against the
            parties actually executing such counterpart, and all of which
            together shall constitute one and the same instrument.

     7.6.   Governing law and venue
            -----------------------

            This Agreement shall be deemed to have been made and concluded in
            Israel, and the construction, validity and performance of this
            Agreement shall be governed by the laws of the State of Israel.

            All disputes arising hereunder shall be submitted exclusively to
            the Jurisdiction of the competent Courts in Tel-Aviv.

IN WITNESS WHEREOF, the parties have signed this Agreement, in one or more
counter pages, as of the date first hereinabove set forth.

First Isratech Fund LP                               ARYT INDUSTRIES LTD.
By: /s/  Zwi Vromen                                  By: /s/  Schmuel Bachar
    ---------------                                      -------------------
Title: ____________                                  By: /s/  Ram Eckhaus
                                                         ----------------
                                                     Title: ___________________


First Isratech Fund LLC
By: /s/  Zwi Vromen
    ---------------
Title: ____________


First Isratech Company Norway AS
By: /s/  Zwi Vromen
    ---------------
Title: ____________

I agree to the above


/s/  Zwi Vromen
---------------
IsraTech Management LLC