SHARE PURCHASE AGREEMENT


     THIS SHARE PURCHASE AGREEMENT (this "Agreement") is made as of the 18th day
of May, 1999, by and among SCNV ACQUISITION  CORP., a Delaware  corporation (the
"Purchaser");  Elecmatec Electro-Magnetic Technologies Ltd., and Israeli Company
(the "Company");  and Mr. Ariel Shemer,  Israeli ID Number 0-0749007-1;  and Dr.
Israel Weinbaum, Israeli ID Number 0-5070058-2 (each a "Selling Shareholder" and
together, the "Selling Shareholders").

                                   WITNESSETH:

     WHEREAS,  the  Selling  Shareholders  own and desire to sell four  thousand
(4,000)  Ordinary  Shares,  nominal  value NIS 0.01 each (the  "Shares")  of the
Company; and

     WHEREAS,  the  Purchaser  desires to  purchase  the Shares on the terms and
conditions set forth herein.

     NOW,  THEREFORE,  in consideration of the mutual promises and covenants set
forth herein, the parties hereby agree as follows:

     1. Sale and Purchase.  Subject to the terms and conditions  hereof,  at the
Closing, the Selling Shareholders shall sell and transfer to the Purchaser,  and
the Purchaser  shall  purchase from the Selling  Shareholders,  for an aggregate
purchase  price of thirteen  thousand,  one-hundred  and  twenty-five US Dollars
($13,125) (the "Purchase Price"), 4,000 Ordinary Shares of the Company,  nominal
value NIS 0.01 each.

     2. Additional Consideration.

     2.1  Qualified  Investment.  In the event the Company will be successful in
obtaining a Qualified Investment,  as defined below, the Purchaser shall pay the
Selling  Shareholders an additional sum, as follows:  for every dollar raised in
the Qualified  Investment,  the Purchaser shall pay the Selling  Shareholders an
additional sum of $0.0467 (four cents and  sixty-seven  hundredths of a cent) up
to an aggregate  additional sum of $70,000  (seventy  thousand US Dollars).  For
purposes  of this  Agreement,  the term  "Qualified  Investment"  shall mean the
raising by the Company of an aggregate  sum of at least  $500,000  (five-hundred
thousand US dollars) in debt or equity  financing from person(s)  other than the
Purchaser or an Affiliate of the Purchaser;  provided  however that in the event
of debt financing,  an investment shall not be deemed a Qualified  Investment if
(i) the  Purchaser  or an  Affiliate  of the  Purchaser is required to provide a
guarantee in order for the Company to obtain such  financing or (ii) as a result
of such  debt  financing,  the  pledge of the  Company's  assets in favor of the
Purchaser  pursuant  to  the  Pledge  Agreement  between  the  Company  and  the
Purchaser,  dated as of  December  30,  1998,  as  amended,  (a copy of which is
attached  hereto as Exhibit  A), is made  inferior  to a pledge in favor of such
third party lender,  unless the full amount of the Loans,  as defined below,  is
repaid as a result of such  debt  financing.  For  purposes  of this  Agreement,
"Affiliate"  shall mean an entity  controlled by,  controlling,  or under common
control with another  entity where control is the power to elect or appoint more
than 50% of the board of directors or other governing body of such entity or the
power to vote more than 50% of the shares of such entity.


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     2.2  Earn-Up.  Following  the full  repayment  by the  Company of the loans
(including profits thereon pursuant to the terms of the Heiterei Iska) obtained,
and to be  obtained,  by the Company  from SCNV  pursuant to that  certain  loan
agreement  dated May 18, 1999,  between the Company and the Purchaser (a copy of
which is attached hereto as Exhibit B) (the "Loans"),  in each calendar  quarter
in which the  Company  (A)  obtains  positive  net  income  and (B) has  overall
retained  earnings which would permit the Company to distribute  dividends under
the  law,  SCNV  shall  pay the  Selling  Shareholders  an  amount  equal in the
aggregate  to 10% of such net income as further  consideration  for the  Shares,
until the total amount of consideration paid by SCNV to the Selling Shareholders
under this Section 2.2 reaches $360,000; provided however, that SCNV shall in no
event be required to pay more than $180,000 to the Selling  Shareholders  in any
single calendar year.

     3. Closing of Sale and Purchase.

     3.1 Closing.  The sale of the Shares, the purchase thereof by the Purchaser
and the  registration  of the Shares in the names of the  Purchaser in the share
transfer register of the Company, shall take place on the date hereof.

     3.2  Transactions at Closing.  At the Closing,  the following  transactions
shall occur, which transactions 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:

     3.2.1 The Selling Shareholders shall deliver to the Purchaser the following
documents:

          (a)  duly  executed  share  transfer  deeds,  against  payment  of the
     purchase price therefor in US dollars, and

          (b) True and correct copies of  resolutions of the Company's  Board of
     Directors   approving   the   transfer  of  the  Shares  from  the  Selling
     Shareholders to the Purchaser;

     3.2.2 The Purchaser shall cause the transfer to the Selling Shareholders of
the Purchase  Price for the Shares by wire  transfer,  banker's  check,  or such
other form of payment as is mutually agreed by the Company and the Purchaser.

     4. Representations and Warranties of the Selling Shareholders. Each Selling
Shareholder hereby represents and warrants to the Purchaser as follows:

     4.1 Title. Selling Shareholder has good and valid title to the Shares to be
transferred  by  Selling  Shareholder  hereunder,  free and clear of all  liens,
encumbrances, equities or claims, and third party rights of whatever nature, and
upon  delivery of such  Shares,  good and valid title to such  shares,  free and
clear  of  all  liens,  encumbrances,  equities  or  claims,  will  pass  to the
Purchaser.

     4.2 Due  Issuance.  The Shares to be  transferred  by  Selling  Shareholder
hereunder  have  been  duly  authorized,  are  validly  issued,  fully  paid and
non-assessable.


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                                       3


     4.3 Authority.  The Selling Shareholder has full right, power and authority
to enter into this  Agreement;  the execution,  delivery and performance of this
Agreement by Selling  Shareholder and the consummation by Selling Shareholder of
the  transactions  contemplated  hereby  will not  conflict  with or result in a
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default under, any indenture,  mortgage,  deed of trust, loan agreement or other
agreement or  instrument  to which  Selling  Shareholder  is a party or by which
Selling  Shareholder  is bound or to which  any of the  property  or  assets  of
Selling Shareholder is subject, nor will such actions result in any violation of
any statute or any order, rule or regulation of any court or governmental agency
or body having jurisdiction over Selling Shareholder;  and no consent, approval,
authorization  or order of, or filing  or  registration  with any such  court or
governmental  agency  or  body  is  required  for the  execution,  delivery  and
performance of this Agreement by Selling  Shareholder  and the  consummation  by
Selling Shareholder of the transactions contemplated hereby.

     4.4  Effectiveness;  Survival;  Indemnification.  Each  representation  and
warranty  herein 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  after the
Closing.  In the  event  of any  material  breach  or  misrepresentation  of any
covenant,  warranty or  representation  made by Selling  Shareholder  under this
Agreement,  the Selling  Shareholder  shall  indemnify the Purchaser and hold it
harmless  from  any and all  loss,  damage,  liability  and  expense  (including
reasonable  legal fees and costs)  sustained  or incurred by the  Purchaser as a
result  of or in  connection  with  said  breach  or  misrepresentation  for  an
indefinite period.

     5.  Representations  and Warranties of the Purchaser.  The Purchaser hereby
represents and warrants to the Selling Shareholders as follows:

     5.1 Organization.  The Purchaser is duly organized, validly existing and in
good standing  under the laws of the State of Delaware,  and has full  corporate
power and authority to own,  lease and operate its  properties and assets and to
conduct its business as now being  conducted.  The  Purchaser  has all requisite
power and authority to execute and deliver this Agreement,  and other agreements
contemplated  hereby  or which  are  ancillary  hereto,  and to  consummate  the
transactions contemplated hereby and thereby.

     5.2  Enforceability.  Neither the execution and delivery of this  Agreement
nor  compliance  by the  Purchaser  with the terms  and  provisions  hereof  and
thereof,  will conflict  with, or result in a breach or violation of, any of the
terms, conditions and provisions of: (i) the Purchaser's charter documents, (ii)
any judgment,  order,  injunction,  decree,  or ruling of any domestic  court or
governmental  authority,  to which  the  Purchaser  is  subject,  or  (iii)  any
agreement,  contract,  lease,  license or commitment to which the Purchaser is a
party.  This  Agreement,  when  executed and  delivered by the  Purchaser,  will
constitute the valid, binding and enforceable obligations of the Purchaser.

     5.3  Authorization.  All  corporate  action  on the  part of the  Purchaser
necessary for the authorization,  execution, delivery, and performance of all of
the  Purchaser's  obligations  under this  Agreement has been (or will be) taken
prior to the Closing.

     5.4  Loan   Agreement.   The  Purchaser   acknowledges   that  the  Selling
Shareholders  are in no way  guarantors  for the  repayment  of the Loans by the
Company and that the Loans were not made,  and will not be made,  to the Company
based on any representations or warranties made by the Selling Shareholders.


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                                       4


     5.5  Effectiveness;  Survival;  Indemnification.  Each  representation  and
warranty  herein 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  after the
Closing.  In the  event  of any  material  breach  or  misrepresentation  of any
covenant, warranty or representation made by the Purchaser under this Agreement,
the Purchaser  shall indemnify the Selling  Shareholders  and hold them harmless
from any and all loss, damage, liability and expense (including reasonable legal
fees and costs) sustained or incurred by the Selling Shareholders as a result of
or in connection with said breach or misrepresentation for an indefinite period.

     6. Conditions of Closing of the Purchaser. The obligations of the Purchaser
to  purchase  the Shares and  transfer  the  Purchase  Price at the  Closing are
subject to the fulfillment at or before the Closing of the following  conditions
precedent,  any one or more of which  may be  waived  in whole or in part by the
Purchaser, which waiver shall be at the sole discretion of the Purchaser:

     6.1 Representations and Warranties. The representations and warranties made
by the Selling  Shareholders  in this Agreement shall have been true and correct
when made,  and shall be true and  correct  as of the  Closing as if made on the
date of the Closing.

     6.2 Legal Investment.  On the Closing Date, the sale of the Shares shall be
legally permitted by all laws and regulations to which the Company is subject.

     6.3  Delivery of  Documents.  All of the  documents  to be delivered by the
Selling Shareholders  pursuant to Section 3.2.1 shall have been delivered to the
Purchaser.

     7.  Conditions  of  Closing  of  the  Selling  Shareholders.   The  Selling
Shareholders'  obligations  to sell the Shares at the Closing are subject to the
fulfillment at or before the Closing of the following  conditions,  which may be
waived in whole or in part by the Selling  Shareholders,  and which waiver shall
be at the sole discretion of the Selling Shareholders:

     7.1 Representations and Warranties. The representations and warranties made
by the Purchaser in this  Agreement  shall have been true and correct when made,
and shall be true and correct as of the date of the Closing.

     7.2 Purchase  Price.  The Purchaser  shall have  transferred to the Selling
Shareholders the Purchase Price in full.

     7.3 Delivery of Documents. The Legal Fees Agreement between the Company and
the Selling Shareholders, attached hereto as Exhibit C, shall have been executed
by the Company and shall have been  delivered to the Selling  Shareholders.  The
Option Grant Letters between the Purchaser and each of the Selling Shareholders,
attached  hereto  as  Exhibits  D-1 and D-2,  shall  have been  executed  by the
Purchaser and shall have been delivered to the Selling Shareholders.

     8.  Financial  Statements.  Until full  payment of the amounts set forth in
Section 2.1 and 2.2 above, the Company shall provide the Selling Shareholders on
an  annual  basis  with a copy of its  audited  financial  statements;  provided
however,  that the  failure to  provide  such  financials  shall not be deemed a
breach by the Company of this Agreement unless with respect to the final audited
financial  statements of any given calendar year the Selling Shareholders notify
the Company that they have not received such financials and the


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                                       5


Company fails to provide the Selling Shareholders with such financial within the
later of (i) 30 days following the approval of such financial  statements by the
Board of Directors of the Company and (ii) 30 days following the receipt of such
notice.

     9. Miscellaneous

     9.1 Further  Assurances.  Each of the parties  hereto  shall  perform  such
further acts and execute such further  documents as may  reasonably be necessary
to carry out and give full effect to the  provisions  of this  Agreement and the
intentions of the parties as reflected thereby.

     9.2 Governing Law;  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.

     9.3  Successors  and Assigns;  Assignment.  Except as  otherwise  expressly
limited  herein,  the  provisions  hereof  shall inure to the benefit of, and be
binding upon, the successors,  assigns, heirs, executors,  and administrators of
the parties hereto. None of the rights, privileges, or obligations set forth in,
arising  under,  or created by this  Agreement  may be assigned  or  transferred
without the prior consent in writing of each party to this  Agreement,  with the
exception of  assignments  and transfers  from the Purchaser to any other entity
which controls, is controlled by or is under common control with, the Purchaser;
provided in each case that each such transferee or assignee agrees in writing to
be bound by the terms of this Agreement.

     9.4  Entire  Agreement;  Amendment  and  Waiver.  This  Agreement  and  the
Schedules  hereto  constitute  the full and entire  understanding  and agreement
between the parties with regard to the subject  matters hereof and thereof.  Any
term of this  Agreement may be amended and the observance of any term hereof may
be waived (either  prospectively or  retroactively  and either generally or in a
particular instance) only with the written consent of all of the Company and the
Purchaser.

     9.5  Notices,  etc.  All  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 the Purchaser:              SCNV Acquisition Corp.
                                  c/o Solmecs (Israel) Ltd.
                                  Attn.: Chief Executive Officer
                                  Omer Industrial Park
                                  Omer, Israel

if to the Company:                Elecmatec Electro-Magnetic Technologies Ltd.
                                  Attn: Chief Executive Officer
                                  Omer Industrial Park
                                  Omer, Israel


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                                       6


if to Mr. Ariel Shemer:           Shemer Rosen Laufer &
                                  Glaser Law Offices
                                  3 Daniel Frisch St.
                                  Tel Aviv 64731
                                  Israel

if to Dr. Israel Weinbaum         Dr. Israel Weinbaum, Law
                                  Office & Notary
                                  4 Marmorek St.
                                  Tel Aviv
                                  Israel


or such other  address  with  respect to a party as such party shall notify each
other party in writing as above  provided.  Any notice sent in  accordance  with
this Section 9.5 shall be effective (i) if mailed, seven (7) business days after
mailing,  (ii) if sent by  messenger,  upon  delivery,  and  (iii)  if sent  via
facsimile,  upon  transmission  and  electronic  confirmation  of receipt or (if
transmitted  and  received  on a  non-business  day) on the first  business  day
following transmission and electronic confirmation of receipt.

     9.6 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,  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.

     9.7 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.

     9.8  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.


     IN WITNESS  WHEREOF the parties  have signed this  Agreement as of the date
first hereinabove set forth.


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SCNV Acquisition Corp.              Elecmatec Electro-Magnetic Technologies Ltd.

By: /s/ Shaul Lesin                 By: /s/ Arik El-Boher
    ---------------------           -------------------------
Name:   Shaul Lesin                 Name:   Arik El-Boher
Title:   E.V.P.                     Title:  CEO




/s/ Ariel Shemer                                /s/ Israel Weinbaum
-------------------------                    -------------------------
       Ariel Shemer                               Israel Weinbaum