SHARE PURCHASE AGREEMENT


     THIS SHARE PURCHASE AGREEMENT (this "Agreement") is made as of the 18th day
of May,  1999, by and among  ELECMATEC  ELECTRO-MAGNETIC  TECHNOLOGIES  LTD., an
Israeli company  registered  under company number  51-265897-2  (the "Company");
SCNV  ACQUISITION  CORP., a Delaware  corporation (the  "Purchaser");  Professor
Herman  Branover,  Israeli ID Number  014609900;  Dr. Arie El-Boher,  Israeli ID
Number  050923268;  and Professor Yuri Gelfgat,  Latvian Passport Number (each a
"Founder" and together, the "Founders").

                                   WITNESSETH:

     WHEREAS, the Board of Directors of the Company has determined that it is in
the best  interests of the Company to raise  capital by means of the issuance of
19,688  of the  Company's  Ordinary  A  Shares,  nominal  value  NIS 0.01  each,
constituting 49.6% of the Company's outstanding shares on a fully-diluted basis,
to  the  Purchaser  for an  aggregate  purchase  price  of  $96,906  (ninety-six
thousand,  nine-hundred and six U.S.  Dollars),  plus certain loans as described
below,  all on the terms and conditions  more fully set forth in this Agreement;
and

     WHEREAS,  the  Founders  desire to sell an  aggregate  of  12,190  Ordinary
Shares,  nominal  value NIS 0.01 each (the  "Founder  Shares")  for an aggregate
purchase price of $40,000 (forty thousand US Dollars); and

     WHEREAS,  the  Purchaser  desires to purchase  the Shares and the  Founders
Shares  pursuant  to the  terms  and  conditions  more  fully  set forth in this
Agreement.

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

     1. Issuance of Shares; Consideration.

     1.1 Issuance and  Purchase of Shares.  Subject to the terms and  conditions
hereof, at the Closing, the Company shall issue and allot to the Purchaser,  and
the  Purchaser  shall  purchase from the Company,  an aggregate  of19,688 of the
Company's  Ordinary A Shares (the "Shares"),  for an aggregate purchase price of
$96,906 (ninety-six thousand,  nine-hundred and six U.S. Dollars) (the "Purchase
Price").

     1.2 Additional Consideration.  The Purchaser shall lend the Company certain
sums pursuant to the terms of the Loan  Agreement  attached  hereto as Exhibit D
(the "Loan Agreement").

     2. Sale of Founders Shares; Consideration.

     2.1  Sale and  Purchase  of  Founders  Shares.  Subject  to the  terms  and
conditions  hereof, at the Closing,  the Founders shall sell and transfer to the
Purchaser,  an  aggregate  of  12,190  of the  Company's  Ordinary  Shares  (the
"Founders Shares"), for an aggregate purchase


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price of $40,000 (forty  thousand US Dollars) (the "Founders  Purchase  Price").
The  number of  Founder  Shares  to be sold by each  Founder  and the  aggregate
purchase  price for such  Founder  Shares  shall be as  follows:  (i)  Professor
Branover  shall sell 6,095  Ordinary  Shares for an aggregate  purchase price of
$20,000  (twenty  thousand  US  Dollars);  (ii) Dr.  El-Boher  shall  sell 4,876
Ordinary Shares for an aggregate  purchase price of $16,000 (sixteen thousand US
Dollars);  and (iii)  Professor  Gelfgat shall sell 1,219 Ordinary Shares for an
aggregate purchase price of $4,000 (four thousand US Dollars).

     2.2 Additional  Consideration.  In the event the Company will be successful
in obtaining a Qualified  Investment,  as defined below, the Purchaser shall pay
the Founders additional sums, as follows:

     2.2.1 for every dollar  raised in the Qualified  Investment,  the Purchaser
shall pay  Professor  Branover  an  additional  sum of  $0.0267  (two  cents and
sixty-seven  hundredths of a cent) up to an aggregate  additional sum of $40,000
(forty thousand US Dollars);

     2.2.2 for every dollar  raised in the Qualified  Investment,  the Purchaser
shall pay Dr.  El-Boher an  additional  sum of $0.0213  (two cents and  thirteen
hundredths of a cent) up to an aggregate  additional sum of $32,000  (thirty-two
thousand US Dollars); and

     2.2.3 for every dollar  raised in the Qualified  Investment,  the Purchaser
shall pay Professor Gelfgat an additional sum of $0.0053 (fifty-three hundredths
of a cent) up to an  aggregate  additional  sum of  $8,000  (eight  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 Qualifies
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 (a copy of which is attached  hereto as Exhibit E) is made inferior to
a pledge in favor of such third party  lender.  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.

     3. Closing of Issue and Purchase.

     3.1  Closing.  The issuance  and  allotment of the Shares,  the sale of the
Founders  Shares,  the purchase by the  Purchaser of the Shares and the Founders
Shares and the registration of the Shares and the Founders Shares in the name of
the Purchaser in the share transfer register of the Company, shall take place at
a closing (the "Closing") to be held on the date of this Agreement.

     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:


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     3.2.1 The Company shall deliver to the Purchaser the following documents:

          (a) Resolutions of the Company's shareholders by which the Articles of
     Association  of the Company  were  replaced  with the  Amended  Articles of
     Association attached hereto as Exhibit A (the "Amended Articles");

          (b) True and correct copies of  resolutions of the Company's  Board of
     Directors issuing and allotting the Shares to the Purchaser against payment
     of the Purchase Price and of the shareholders of the Company ratifying such
     resolutions,  together with a duly completed notice of such issuance to the
     Israeli  Registrar  of  Companies  and a check in full payment of the stamp
     duty on the  issuance  of the  Shares,  all of the  foregoing  in form  and
     substance  acceptable  for immediate  filing with the Israeli  Registrar of
     Companies to be filed by the Company promptly after the Closing;

          (c) True and correct copies of  resolutions of the Company's  Board of
     Directors  and of the  shareholders  of the Company  approving the sale and
     transfer of the Founders Shares to the Purchaser; and

          (d) An opinion of Yossi  Gitai,  counsel to the  Company,  in the form
     attached hereto as Schedule 3.2.1(d), dated as of the date of the Closing.

          (e) An Opinion of Wolff,  Bregman  and Goller,  patent  counsel to the
     Company, in the form attached hereto as Schedule 3.2.1(e),  dated as of the
     date of the Closing.

     3.2.2  The  Founders   shall  deliver  to  the  Company  the   certificates
representing  the Founders  Shares,  together with duly executed  share transfer
deeds.

     3.2.3 The  Company  shall  register  the  issuance  of the  Shares  and the
transfer of the Founders Shares to the Purchaser in the share transfer  register
of the Company.

     3.2.4 The Purchaser shall deliver to the Company the following documents:

          (a) A true and correct copy of a resolution of the  Purchaser's  Board
     of  Directors   authorizing   the  execution  of  this  Agreement  and  the
     performance of the obligations of the Purchaser contained herein; and

          (b) An opinion of Tenzer  Greenblatt LLP, United States counsel to the
     Purchaser,  in the form attached hereto as Schedule  3.2.4(b),  dated as of
     the date of Closing.

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

     4.  Representations  and  Warranties of the Company and the  Founders.  The
Company and the Founders  hereby  represent  and warrant to the  Purchaser,  and
acknowledge  that the  Purchaser  is entering  into this  Agreement  in reliance
thereon, as follows:


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                                       4

     4.1  Organization.  The Company is duly organized,  validly existing and in
good  standing  under the laws of the State of  Israel,  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 Company 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.  Copies of the  Memorandum  and
Articles of Association of the Company as in effect on the date hereof have been
provided to Israeli  counsel for the Purchaser,  and as will be in effect at the
Closing  are  attached  hereto as Exhibit  A. The  Company  has all  franchises,
permits,  licenses,  and any similar authority  necessary for the conduct of its
business as now being conducted,  the lack of which could  materially  adversely
affect the  business,  properties,  prospects,  or  financial  condition  of the
Company.  The Company is not in default under any of such  franchises,  permits,
licenses, or other similar authority.

     4.2 Share Capital.  The registered share capital of the Company immediately
prior to the Closing shall be NIS 35,700  divided into:  (i) 3,550,312  Ordinary
Shares of a nominal  value of NIS 0.01 each (the  "Ordinary  Shares"),  of which
20,000 are issued and outstanding; and (ii) 19,688 Series A Ordinary Shares of a
nominal  value of NIS 0.01 each (the  "Ordinary  A  Shares"),  none of which are
issued  and  outstanding.  Except  for  the  transactions  contemplated  by this
Agreement,  there are no other share  capital,  preemptive  rights,  convertible
securities,  outstanding  warrants,  options or other rights to  subscribe  for,
purchase or acquire from the Company any share  capital of the Company and there
are not any contracts or binding  commitments  providing for the issuance of, or
the  granting  of rights to acquire,  any share  capital of the Company or under
which the Company is, or may become,  obligated to issue any of its  securities.
All issued and  outstanding  share capital of the Company were duly  authorized,
and are validly issued and  outstanding and fully paid and  non-assessable.  The
Shares, when issued and allotted in accordance with this Agreement, will be duly
authorized,  validly  issued,  fully  paid,  non-assessable,  and  free  of  any
preemptive  rights,  and will  have the  rights,  preferences,  privileges,  and
restrictions  set forth in the Amended  Articles,  and will be free and clear of
any  liens,  claims,  encumbrances  or third  party  rights of any kind and duly
registered  in the  name of  each  Purchaser  in the  Company's  share  transfer
register.

     4.3  Ownership of  Outstanding  Shares.  A complete and correct list of the
shareholding of the Company's share capital  immediately prior to the Closing is
set forth in  Schedule  4.3  attached  hereto.  The  individuals  identified  in
Schedule 4.3 as the shareholders of the Company immediately prior to the Closing
are the lawful  owners,  beneficially  and of  record,  of all of the issued and
outstanding  share  capital of the Company and of all rights  thereto,  free and
clear of all liens, claims, charges, encumbrances, restrictions, rights, options
to  purchase,  proxies,  voting  trust and  other  voting  agreements,  calls or
commitments  of every kind,  and none of the said  individuals or companies owns
any other shares,  options or other rights to subscribe for, purchase or acquire
any  equity  securities  of the  Company  from the  Company  or from  any  other
shareholder.

     4.4  Business  Plan and  Information.  The  description  of the current and
intended  business of the Company contained in the Business Plan attached hereto
as Schedule 4.4 (the "Business Plan") is accurate in all material respects,  and
the financial  projections set out in the Business Plan have been prepared based
on management's good faith estimates, and there


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                                       5

are no other  substantial  facts or matters of which the Company or the Founders
are aware which would render any such  descriptions,  assessments or projections
misleading.

     4.5  Subsidiaries.  The  Company  does  not  own  any  of  the  issued  and
outstanding share capital of any other company,  and is not a participant in any
partnership or joint venture.

     4.6  Directors,  Officers.  The  directors  of the Company  are:  Professor
Branover  and  Dr.  El-Boher.  The  Company  has  no  agreement,  obligation  or
commitment  with respect to the election of any individual or individuals to the
Board and there is no voting agreement or other  arrangement among the Company's
shareholders,  except  for the  agreement  attached  hereto  as  Exhibit B to be
entered into among the Purchaser and the Founders.  All agreements,  commitments
and understandings, whether written or oral, with respect to any compensation to
be  provided  to any of the  Company's  directors  or  officers  have been fully
disclosed in writing to the Purchaser.

     4.7 Outstanding Obligations. The Company was formed and acquired all of the
Metal  Alloy-related  assets of Ontec Ltd. ("Ontec") in November 1998.  Schedule
4.7 sets forth all of the material  outstanding  obligations  either acquired by
the Company from Ontec or incurred by the Company from inception  until the date
of this  Agreement.  Schedule 4.7 is true and correct in all material  respects,
fairly and accurately  presents in all material respects the financial and other
obligations  of the Company as of the date  hereof.  The Company has no material
liabilities, debts or obligations, whether accrued, absolute or contingent other
than liabilities  reflected in Schedule 4.7. Other than as set forth in Schedule
4.7,  neither the Company nor the Founders  know of any other event or condition
related  to the  Company  that would  materially  adversely  affect the  assets,
properties, condition (financial or otherwise), operating results or business of
the Company.

     4.8  Authorization;  Approvals.  All  corporate  action  on the part of the
Company  necessary  for  (i)  the  authorization,   execution,   delivery,   and
performance  of all the of Company's  obligations  under this Agreement (ii) the
authorization,  issuance,  and  allotment  of the  Shares  being sold under this
Agreement and (iii) the transfer of the Founders  Shares to the Purchaser,  have
been (or will be) taken prior to the Closing. This Agreement,  when executed and
delivered by or on behalf of the Company, shall constitute the valid and legally
binding obligations of the Company and the Founders, legally enforceable against
the Company and the Founders in accordance with its terms. No consent, approval,
order,  license,  permit or action by any governmental  authority on the part of
the Company is required  that has not been,  or will not have been,  obtained by
the  Company  prior to the  Closing  in  connection  with the  valid  execution,
delivery and  performance of this  Agreement or the offer,  sale, or issuance of
the Shares and the sale of the Founders Shares.

     4.9 Compliance  with Other  Instruments.  The Company is not in default (a)
under its Memorandum or Articles of Association or other formative documents, or
under any  material  note,  indenture,  mortgage,  lease,  agreement,  contract,
purchase order or other  instrument,  document or agreement to which the Company
is a party or by which it is bound or (b) with respect to any  existing  Israeli
law, statute,  ordinance or regulation, or any order, writ, injunction,  decree,
or judgment of any domestic court or any  governmental  department,  commission,
board, bureau, agency or instrumentality, which default, in any such case, would
materially  adversely affect or in the future is reasonably likely to materially
adversely  affect the Company's  business,  condition  (financial or otherwise),
affairs, operations or assets. No


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third  party is in  default  under any  material  agreement,  contract  or other
instrument, document or agreement to which the Company is a party or by which it
is bound.  The Company is a party to an  agreement  with the Office of the Chief
Scientist  of the  Ministry of Industry  and Trade (the  "OCS").  Other than the
terms of its  agreement  with the OCS, the Company is not a party to or bound by
any order,  judgment,  decree or award of any  governmental  authority,  agency,
court, tribunal or arbitrator.

     4.10 No Breach.  Neither the execution  and delivery of this  Agreement nor
compliance by the Company and the Founders with the terms and provisions hereof,
will  conflict  with,  or result in a breach or violation  of, any of the terms,
conditions and provisions of: (i) the Company's Memorandum of Association or the
Articles of Association, or other governing instruments of the Company, (ii) any
judgment,  order,  injunction,  decree,  or  ruling  of any  domestic  court  or
governmental  authority,  to which the  Company  or the any of the  Founders  is
subject,  (iii) any agreement,  contract,  lease, license or commitment to which
the Company or any of the Founders is a party and which would impair the ability
of the Company to execute, deliver or perform this Agreement, or (iv) applicable
law. Such execution, delivery and compliance will not give to others any rights,
including  rights  of  termination,  cancellation  or  acceleration,  in or with
respect to any agreement,  contract or commitment referred to in this paragraph,
or to any of the properties of the Company.

     4.11 Records. The minute book of the Company which has been provided to the
Purchaser  contains accurate and complete copies of the minutes of every meeting
of the  Company's  shareholders  and  Board  of  Directors  (and  any  committee
thereof). No resolutions have been passed,  enacted,  consented to or adopted by
the directors (or any committee thereof) or shareholders of the Company,  except
for those contained in such minute books.  The corporate  records of the Company
are complete and accurate in all material respects.

     4.12  Ownership  of  Assets.  The  Company  does not own or lease  any real
property,  except as set forth in Schedule  4.12  hereto.  Complete and accurate
copies of leases  of  property  leased to the  Company  have been  furnished  to
Israeli  counsel  for  the  Purchaser.   The  Company's  machinery,   equipment,
furniture,  supplies and all other tangible  personal  property are set forth in
Schedule 4.12. Except as set forth on Schedule 4.12 hereto,  (i) the Company has
good and marketable  title to all of the tangible  properties  and assets,  both
real and  personal,  that it  purports  to own,  and they are not subject to any
mortgage,   pledge,   lien,  security  interest,   conditional  sale  agreement,
encumbrance  or charge;  and (ii) the Company is not in default or breach of any
material  provision of its leases and holds a valid leasehold in the property it
leases.  The  Company's  shareholders  do not  own,  hold or  posses,  in  their
individual,  corporate or any other  capacities,  any property  that the Company
purports to own.

     4.13 Intellectual Property and Other Intangible Assets.

          (a) The  Company  (i) owns or has the right to use,  free and clear of
     all liens, claims and restrictions, other than obligations to the OCS and a
     pledge to the  Purchaser,  all patents,  trademarks,  service  marks,  mask
     works,  trade names and copyrights,  and applications,  licenses and rights
     with respect to the foregoing,  and all trade secrets,  including know-how,
     inventions,  designs, processes, works of authorship, computer programs and
     technical  data  and   information   (collectively   herein   "Intellectual
     Property")  set forth in Schedule 4.13 (a), and (ii) to the best  knowledge
     of the  Company  and the  Founders,  such  Intellectual  Property  does not
     infringe  upon or violate any right,  lien,  or claim of others,  including
     without limitation of the Founders, other employees of the Company, Messrs.
     Ariel


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                                       7

     Shemer and Israel  Weinbaum,  Ontec,  former  employees  of the Founders or
     Ontec and  former  employers  of the  Founders  or other  employees  of the
     Company.  Other than its  obligations  towards the OCS,  the Company is not
     currently obligated or under any liability  whatsoever to make any payments
     by way of  royalties,  fees or  otherwise  to any owner or licensee  of, or
     other  claimant  to, any  patent,  trademark,  service  mark,  trade  name,
     copyright or other intangible  asset, with respect to the use thereof or in
     connection with the conduct of its business or otherwise

          (b) Any and all  Intellectual  Property  of any kind  currently  being
     developed by any employee of the Company in connection  with his employment
     by the Company,  shall be the property  solely of the Company.  The Company
     has taken  security  measures to protect the secrecy,  confidentiality  and
     value of all the Intellectual  Property,  which measures are reasonable and
     customary  in the  industry  in which  the  Company  operates.  Each of the
     Founders and the Company's employees and other persons who, either alone or
     in  concert  with  others,  developed,   invented,   discovered,   derived,
     programmed or designed the Intellectual  Property,  or who has knowledge of
     or access to information about the Intellectual  Property, has entered into
     a written  employment  agreement  with the  Company  in form and  substance
     satisfactory  to  the  Purchaser,   which  includes  provisions   regarding
     ownership  and  treatment of the  Intellectual  Property.  True and correct
     copies  of  all  such  employment  agreements  have  been  provided  to the
     Purchaser.

          (c) Neither the Company nor the  Founders  have  received,  nor to the
     best  knowledge  of the Company and the Founders  has Ontec  received,  any
     communications  alleging that the Company (or previously Ontec with respect
     to the assets transferred by Ontec to the Company) has violated or that the
     Company by conducting its business as currently  conducted,  would violate,
     any of the patents,  trademarks,  service marks, trade names, copyrights or
     trade  secrets or other  proprietary  rights of any other person or entity.
     Except as set forth in Schedule  4.13(c),  none of the Founders nor, to the
     best  knowledge  of the  Company  and the  Founders,  any of the  Company's
     employees are obligated under any contract (including  licenses,  covenants
     or  commitments  of any  nature)  or other  agreement,  or  subject  to any
     judgment, decree or order of any court or administrative agency, that would
     interfere with the use of the Founders' or such  employee's best efforts to
     promote  the  interests  of the  Company  or that would  conflict  with the
     Company's  business as conducted and as proposed to be  conducted.  Neither
     the  execution nor delivery of this  Agreement,  nor the carrying on of the
     Company's business by the employees of the Company,  nor the conduct of the
     Company's  business as  proposed to be  conducted,  will  conflict  with or
     result in a breach of the terms, conditions or provisions of, or constitute
     a default  under,  any  contract,  covenant or  instrument  under which the
     Founders are now obligated.  It is not, and will not become,  necessary, in
     order to conduct the  Company's  business  as  currently  contemplated,  to
     utilize any  inventions  of any of the Founders or of any of the  Company's
     employees (or people the Company  currently  intends to hire) made prior to
     their  employment  by the  Company or Ontec other than those that have been
     assigned to the Company.

     4.14  Contracts.  Schedule  4.14  contains a true and complete  list of all
material contracts and agreements,  including agreements and correspondence with
the Investment  Center and the Office of the Chief  Scientist of the Ministry of
Industry and Trade,  to which the Company is a party.  Each of the contracts and
agreements  set forth in Schedule 4.14 is in full force and effect,  and neither
the Company nor any other party thereto is in breach  thereof.  True and correct
copies of all such contracts have been delivered to the Purchaser. Except as


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set forth on Schedule  4.14 hereto,  the Company has no employment or consulting
contracts, deferred compensation agreements or bonus, incentive, profit-sharing,
or pension  plans  currently  in force and  effect,  or any  understanding  with
respect to any of the foregoing.

     4.15 Litigation.  To the best knowledge of the Company and the Founders, no
action,  proceeding  or  governmental  inquiry  or  investigation  is pending or
threatened against the Company or any of its officers,  directors,  or employees
(in their  capacity  as such),  or against the  Founders,  or against any of the
Company's  properties,  before  any  court,  arbitration  board or  tribunal  or
administrative or other governmental agency, nor is there any material basis for
the foregoing. The foregoing includes, without limiting its generality,  actions
pending or threatened  involving the prior  employment of the Founders or any of
the Company's  employees or use by any of them in connection  with the Company's
business of any information, property or techniques allegedly proprietary to any
of their former  employers.  Neither the Company nor the Founders are a party to
or subject to the provisions of any order, writ, injunction,  judgment or decree
of any court or  governmental  agency or  instrumentality.  There is no  action,
suit,  proceeding or investigation by the Company  currently pending or that the
Company  intends to initiate.  Except as set forth in Schedule 4.15, none of the
Founders has been subject to any  bankruptcy  proceedings  or is or has been the
officer of any company which has been the subject of  liquidation  or insolvency
proceedings.

     4.16 Offers. Schedule 4.16 contains a true and complete list of all persons
and entities which have received a copy of the Company's  business plan.  Except
as set forth in Schedule  4.16,  neither the Company nor any of the Founders has
offered to sell any equity securities of the Company to any person or entity.

     4.17 Interested Party  Transactions.  None of the Founders nor any officer,
director or  shareholder of the Company or, to the best knowledge of the Company
and the Founders, of Ontec, or any Affiliate of any such person or entity or the
Company,  has or has had, either directly or indirectly,  (a) an interest in any
person or entity  which (i)  furnishes or sells  services or products  which are
furnished or sold or are  proposed to be  furnished  or sold by the Company,  or
(ii)  purchases from or sells or furnishes to the Company any goods or services,
or (b) except as set forth in Schedule 4.17, holds a beneficial  interest in any
contract or  agreement  to which the Company is a party or by which it is bound.
There are no existing material  arrangements or proposed  material  transactions
between the Company and any of the Founders or any officer,  director, or holder
of more than 5% of the capital  stock of the  Company,  or any  affiliate of any
such person. Except as set forth in Schedule 4.17, none of the Founders, nor any
employee,  shareholder,  officer,  or director of the Company is indebted to the
Company,  nor is the Company  indebted (or  committed to make loans or extend or
guarantee credit) to any of them.

     4.18  Employees.  As of the  date  hereof,  the  Company  has  no  deferred
compensation  or stock option plans  covering any of its officers or  employees.
The Company has complied in all material respects with all applicable employment
laws.   Schedule  4.18  hereto  lists  all   employment,   non-competition   and
confidentiality agreements between the Company and any employee or consultant of
the Company or any other entity. True and correct copies of such agreements have
been delivered to the Purchaser.

     4.19 Brokers. No agent, broker, investment banker, person or firm acting in
a similar  capacity  on behalf of or under the  authority  of the Company are or
will be entitled to


<PAGE>


                                       9

any broker's or finder's fee or any other commission or similar fee, directly or
indirectly, on account of any action taken by the Company in connection with any
of the  transactions  contemplated  under the Agreement.  Except as set forth in
Schedule 4.19, the Company is not party to any agreement,  whether in writing or
oral,  pursuant to which it may be required to pay finder's,  brokerage or other
fees in connection with any present or future transaction  involving the sale of
products, or purchase of supplies or machinery, by the Company.


     4.20 Full Disclosure.  Neither this Agreement nor any certificates  made or
delivered in  connection  herewith  contains any untrue  statement of a material
fact or omits to state a material fact necessary to make the  statements  herein
or therein not misleading, in view of the circumstances in which they were made.

     4.21  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 Company or the Founders under
this  Agreement,  the Company and the Founders shall indemnify the Purchaser and
hold the Purchaser  harmless from any and all loss, damage  (including,  without
limitation,  any  decrease in the value of the  Shares),  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 a period of two years; provided that:

          (i) the aggregate amount of the loss, damage, liability and/or expense
     sustained  by  the  Purchaser  exceeds  $25,000  (twenty-five  thousand  US
     Dollars); and

          (ii) the aggregate liability of the Founders together shall not exceed
     $90,000 and the personal liability of each of the Founders shall be limited
     as follows:

               (A)  Prior  to the  Company  obtaining  a  Qualified  Investment,
          Professor  Branover's  personal liability hereunder will be limited to
          $15,  000 (fifteen  thousand US Dollars).  In the event the Company is
          successful in obtaining a Qualified Investment, the limit of Professor
          Branover's  personal  liability  hereunder  shall be  increased  by an
          additional  $0.02  (two US Cents)  for  every US Dollar  raised in the
          Qualified  Investment up to an aggregate  addition of $30,000  (thirty
          thousand  US  Dollars)  to  the  liability  limit,  for  an  aggregate
          liability limit of $45,000 (forty-five thousand US Dollars).

               (B) Prior to the Company  obtaining a Qualified  Investment,  Dr.
          El-Boher's  personal  liability  hereunder will be limited to $12, 000
          (twelve  thousand US Dollars).  In the event the Company is successful
          in  obtaining  a  Qualified  Investment,  the limit of Dr.  El-Boher's
          personal  liability  hereunder  shall be  increased  by an  additional
          $0.016  (one US Cent and six  tenths of a USCent)  for every US Dollar
          raised in the  Qualified  Investment  up to an  aggregate  addition of
          $24,000 (twenty-four  thousand US Dollars) to the liability limit, for
          an  aggregate  liability  limit of  $36,000  (thirty-six  thousand  US
          Dollars).

               (C)  Prior  to the  Company  obtaining  a  Qualified  Investment,
          Professor  Gelfgat's personal  liability  hereunder will be limited to
          $3, 000  (three  thousand  US  Dollars).  In the event the  Company is
          successful in obtaining a Qualified Investment, the limit of Professor
          Gelfgat's  personal  liability  hereunder  shall  be  increased  by an
          additional $0.004 (four tenths of a USCent) for every US Dollar raised
          in the Qualified Investment up to


<PAGE>


                                       10

          an  aggregate  addition  of $6,000  (six  thousand  US Dollars) to the
          liability  limit,  for an  aggregate  liability  limit of $9,000 (nine
          thousand US Dollars).

     5.  Representations  and Warranties of the Purchaser.  The Purchaser hereby
represents and warrants to the Company and the Founders,  and acknowledges  that
the  Company and the  Founders  are  entering  into this  Agreement  in reliance
thereon, 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,  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 or other
governing instruments of the Purchaser,  (ii) any judgment,  order,  injunction,
decree, or ruling of any domestic court or governmental  authority, to which the
Purchaser  is  subject,  (iii)  any  agreement,   contract,  lease,  license  or
commitment  to which the Purchaser is a party and which would impair the ability
of the  Purchaser  to  execute,  deliver  or  perform  this  Agreement,  or (iv)
applicable  law. This  Agreement,  when executed and delivered by the Purchaser,
will constitute the valid,  legally  binding and  enforceable  obligation 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. No consent,  approval, order, license, permit or action by
any governmental authority on the part of the Purchaser is required that has not
been, or will not have been,  obtained by the Purchaser  prior to the Closing in
connection with the valid execution, delivery and performance of this Agreement.

     5.4 Brokers. No agent, broker,  investment banker, person or firm acting in
a similar  capacity on behalf of or under the  authority of the Purchaser are or
will be entitled to any  broker's or  finder's  fee or any other  commission  or
similar  fee,  directly  or  indirectly,  on account of any action  taken by the
Purchaser in connection  with any of the  transactions  contemplated  under this
Agreement.

     5.5 Experience; Receipt of Information. The Purchaser confirms that: (i) it
understands  and is aware that the purchase of the Shares  involves  substantial
business risk which it shall bear for an indefinite  period,  should be regarded
as  highly  speculative  and may  cause  it  substantial  or  total  loss of its
investment;  (ii) it had an  opportunity  to examine the  Company,  its proposed
business and prospects and the related  technology;  (iii) it understands and is
aware  that  the  Company  is  party  to an  agreement  with the OCS (iv) it has
received  information  it  requested  from  the  Company  and the  Founders  and
independently  reached  its  decision to invest in the  Company;  (v) it has the
financial  ability to enter into this  Agreement  and  perform  its  obligations
hereunder;  and  (vi)  it is  acquiring  the  Shares  for its  own  account  for
investment  and  not  with a view to sale or  distribution  of the  Shares.  The
foregoing,  however, does not limit or modify the representations and warranties
of the  Company and the  Founders  set forth in Section 4 hereof or the right of
Purchaser to rely thereon.


<PAGE>


                                       11

     5.6 Full Disclosure.  Neither this Agreement nor any  certificates  made or
delivered in  connection  herewith  contains any untrue  statement of a material
fact or omits to state a material fact necessary to make the  statements  herein
or therein not misleading, in view of the circumstances in which they were made.

     5.7  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  Company  and the  Founders  and hold them
harmless  from  any and all  loss,  damage,  liability  and  expense  (including
reasonable  legal fees and costs)  sustained  or  incurred by the Company or the
Founders as a result of or in connection  with said breach or  misrepresentation
for a period  of two  years;  provided  that the  aggregate  amount of the loss,
damage,  liability  and/or  expense  sustained  by the Company  exceeds  $25,000
(twenty-five thousand US Dollars).

     6. Conditions of Closing of the Purchaser. The obligations of the Purchaser
to purchase the Shares and the Founders  Shares and transfer the Purchase  Price
and the Founders 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  Company  and the  Founders  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 Covenants. All covenants,  agreements, and conditions contained in this
Agreement to be performed or complied with by the Company and the Founders prior
to the Closing  shall have been  performed or complied with by the Company prior
to or at the Closing.

     6.3 Consents, etc. The Company shall have secured all permits, consents and
authorizations,  including approval of the Office of Chief Scientist, that shall
be necessary or required  lawfully to consummate this Agreement and to issue the
Shares to be purchased by the Purchaser at the Closing.

     6.4  Delivery of  Documents.  All of the  documents  to be delivered by the
Company  pursuant to Section 3.2.1 shall have been  delivered to the  Purchaser.
The Share Purchase  Agreement  among the Purchaser and Messrs.  Ariel Shemer and
Israel Weinbaum,  attached hereto as Exhibit C, shall have been executed by each
of Messrs.  Shemer and Weinbaum and shall have been  delivered to the  Purchaser
along with all documents required therein.

     6.5  Proceedings  and  Documents.  All corporate and other  proceedings  in
connection  with  the  transactions  contemplated  by  this  Agreement  and  all
documents  and  instruments  incident to such  transactions  shall be reasonably
satisfactory in substance and form to the Purchaser and its Israeli counsel, and
the Purchaser and its Israeli  counsel shall have received all such  counterpart
originals or certified or other copies of such documents as the Purchaser or its
Israeli counsel may reasonably request.


<PAGE>


                                       12

     6.6 Due Diligence Review.  The Purchaser's  technical,  legal and financial
due  diligence  review  shall  have  been  completed  to the sole  and  complete
satisfaction of the Purchaser.

     6.7 Absence of Adverse  Changes.  From the date hereof  until the  Closing,
there will have been no material  adverse  change in the  financial  or business
condition of the Company, in the reasonable judgment of the Purchaser.

     7.  Conditions  of Closing of the Company and the  Founders.  The Company's
obligations  to sell and issue 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 Company, and which waiver shall be at the sole
discretion of the Company:

     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 Covenants.  All covenants,  agreements and conditions contained in this
Agreement to be  performed,  or complied  with,  by the  Purchaser  prior to the
Closing shall have been performed or complied with by the Purchaser  prior to or
at the Closing.

     7.3 Consents,  etc. The Purchaser shall have secured all permits,  consents
and authorizations, that shall be necessary or required to enable it to lawfully
consummate this Agreement and fulfill its obligations hereunder.

     7.4 Purchase Price. The Purchaser shall have transferred to the Company the
Purchase Price for the Shares in full.

     7.5  Delivery of  Documents.  All of the  documents  to be delivered by the
Purchaser  pursuant to Section  3.2.3 shall have been  delivered to the Company.
The Loan  Agreement  between the Company and the Purchaser,  attached  hereto as
Exhibit  D,  shall  have been  executed  by the  Purchaser  and shall  have been
delivered to the Company.  The Shareholders  Agreement  between the Founders and
the  Purchaser,  attached  hereto as Exhibit B, shall have been  executed by the
Purchaser and shall have been delivered to the Company.

     8. Affirmative Covenants.

     8.1 Stamp Tax.  The Company  will pay the stamp duty on the issuance of the
Shares.

     8.2 Legal Fees. The Company will pay 50% (fifty  percent) of the reasonable
and  customary  fees of  counsel  for  the  Purchaser  in  connection  with  the
transactions  contemplated  in this Agreement,  including all documents  related
thereto.

     8.3 Share Option Plan.  The Board of Directors of the Company shall adopt a
share  option plan for the purpose of providing  incentives  to employees of the
Company. The amount of shares to be reserved for issuance,  and the grants to be
made, under such plan shall be determined by the Board of Directors.


<PAGE>


     8.4  Insurance.  The  Company  shall  obtain  fire and  casualty  insurance
policies  with  coverage  sufficient in amount to allow it to replace any of its
material properties which may be damaged or destroyed.

     8.5 OCS  Obligations.  SCNV  hereby  undertakes,  as a  shareholder  of the
Company,  to take all  measures  in its power to  ensure  that the  Company  (i)
observes all the  requirements of The  Encouragement of Research and Development
in  Industry  Law  5744-1984  (the  "Law")  and  the   regulations   promulgated
thereunder,  including without  limitation the requirements  under Section 19 of
the  Law  relating  to  the  prohibition  on the  transfer  of  know-how  and/or
production  rights,  and (ii)  acts in  accordance  with the  directions  of the
Research  Committee of the Office of Chief Scientist of the Ministry of Industry
and Trade.

     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


<PAGE>


                                       14

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

if to the Founders                c/o the Company

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.


<PAGE>


                                       15

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


Elecmatec Electro-Magnetic Technologies Ltd.     SCNV Acquisition Corp.

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


/s/ H. Branover                                  /s/ Arik El-Boher
-------------------------                        -------------------------
Professor Herman Branover                        Dr. Arik El-Boher

/s/ Y. Gelfgat
-------------------------
Professor Yuri Gelfgat