THIS
      AGREEMENT (“Agreement”) is
      made
      on 28 February 2008

     

    Between
      

     

    
      	
              1.

            	
              Lapis
                Technologies, Inc.,
                whose registered office is at 19 West 34th Street, Suite 1008, New
                York,
                New York 10001, the United States of America (the “Vendor”);
                and

            


    

     

    
      	
              2.

            	
              Mund
                Holdings Ltd.
                whose registered office is at 27 HaMapilim Street, Qiryat Ata, Israel
                (the
                “Purchaser”).

            


    

     

     

    Whereas
      

     

    (A)
      Enertec
      Electronics Ltd.
      (the “Company”)
      is a
      private company limited by shares, company number 51-164007-0, whose entire
      issued share capital is NIS 100 divided into 100 shares of NIS 1 each (the
      “Shares”).
      The
      Vendor is the sole legal and beneficial owner of the Shares.

     

    (B)
      The
      Company has a wholly owned subsidiary wholly
      owned subsidiary, Enertec Management Ltd. (“Management”)

     

    (C)
      The
      Vendor has agreed to sell the entire issued and outstanding share capital of
      the
      Company, being all of the Shares, to the Purchaser for the consideration and
      upon the terms set out in this Agreement.

     

    It
      is agreed as
      follows.

     

    
      	
              1.

            	
              Sale
                of the shares and
                consideration

            


    

     

    
      	
              1.1

            	
              The
                Vendor agrees to sell the entire issued and outstanding share capital
                of
                the Company, being all of the Shares, and the Purchaser agrees to
                purchase
                the Shares, subject to the conditions precedent set out in clause
                6 below
                and with effect per the Closing (as such term is defined in clause
                2
                below). The Shares shall be sold free from all security interests,
                options, equities, claims or other third party rights (including,
                without
                limitation, rights of pre-emption) of any nature whatsoever, together
                with
                all rights attaching to them.

            


    

     

    
      	
              1.2

            	
              The
                total purchase price for the Shares shall be the payment by the Purchaser
                to the Vendor of the sum of US$250,000 (two hundred fifty thousand
                US
                Dollars) (the “Purchase
                Price”).

            


    

     

    
      	
              3.

            	
              Closing

            


    

     

    
      	
              3.1

            	
              The
                sale and purchase of the Shares shall be completed, upon the fulfilment
                of
                the conditions set out in clause 6 below (the “Closing”).

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	
              3.2

            	
              At
                Closing, the Vendor and Purchaser shall deliver or cause to be delivered
                to the Vendor or the Purchaser all those documents, items and actions
                respectively listed in relation to that party set out in Schedule
                1, and
                all of the above documents, items and actions shall be deemed to
                be
                delivered or take place simultaneously and no document, item and
                action
                shall be deemed to have been completed or delivered until all have
                been
                completed and delivered or waived. The documents, items and actions
                listed
                in Schedule 1 include, but are not limited to:


            


    

    
      	 	
              (a)

            	
              a
                duly executed transfer deed into the name of the Purchaser or its
                nominee
                in respect of all the Shares, together with the relative share
                certificates; and

            


    

    
      	 	
              (b)

            	
              a
                copy of a resolution of the board of directors of the Vendor, authorising
                the execution of and the performance by the Vendor of its obligations
                under this Agreement, including, but not limited to the undertakings
                set
                out in clause 3; and.

            


    

    
      	 	
              (c)

            	
              a
                copy of a resolution of the board of directors of the Purchaser,
                authorising the execution of and the performance by the Purchaser
                of its
                obligations under this Agreement, including, but not limited to the
                undertakings set out in clause 3.

            


    

    
      	
            	
              3.3

            	
              At
                Closing, the Purchase Price shall be paid to the Vendor by cheque
                or any
                other method of payment agreed between the
                parties.

            


    

     

    
      	
              4.

            	
              Party’s
                indemnification
                undertakings

            


    

     

    
      	
            	
              4.1.

            	
              The
                Vendor shall indemnify and hold the Purchaser harmless against any
                tax
                liabilities resulting from or in relation to the payment of a dividend
                by
                Management to the Company and the Company to the Vendor immediately
                prior
                and subject to Closing, in the gross amount of a dividend payment
                the
                Management and the Company received pursuant to sale by Management
                of its
                shares in Enertec Systems 2001 Ltd. (“Systems”).
                Provided, however, that the above undertaking by the Vendor to indemnify
                and hold the Purchaser harmless shall be limited to an amount equal
                to the
                portion of the consideration Management received for the sales of
                shares
                held by it in Systems in the amount of
                US$1,095,000.

            


    

     

    
      	
            	
              4.2.

            	
              The
                Purchaser shall indemnify and hold the Vendor harmless against any
                actual
                and materialised tax liabilities to which the Vendor will be subject
                resulting from or in relation to the payment of the Purchase Price
                for the
                Shares, if any. Provided, however, that the above undertaking by
                the
                Purchaser to indemnify and hold the Vendor harmless shall be limited
                to an
                amount equal to cover any applicable income tax imposed on and actually
                and unconditionally paid by the Vendor over the receipt of the Purchase
                Price. 

            


    

     

    
      	
              5.

            	
              Restrictions
                on Vendor

            


    

     

    
      	
            	
              5.1.

            	
              The
                Vendor shall not and shall procure that each other company with which
                it
                is or shall become affiliated in the period set forth in this clause
                4.1
                (whether alone or jointly with another and whether directly or indirectly)
                within a period of 24 months after Closing, directly or indirectly,
                solicit or endeavour to entice away from the Company, offer employment
                to
                or employ, or offer or conclude any contract for services with, any
                person
                who was employed by the Company in skilled or managerial work at
                any time
                during the 24 months prior to
                Closing.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
            	
              5.2.

            	
              Except
                so far as may be required by law and in such circumstances only after
                prior consultation with the Purchaser, the Vendor shall not and shall
                procure that each other company with which it is or shall become
                affiliated shall not at any time disclose to any person or use to
                the
                detriment of the Company any trade secret or other confidential
                information of a technical character which it holds in relation to
                the
                Company or its affairs.

            


    

     

    
      	
              6.

            	
              Warranties

            


    

     

    The
      Vendor represents and warrants to the Purchaser in the terms of the warranties
      set out in Schedule 2
      and
      acknowledges that the Purchaser entered into this Agreement in reliance upon
      such representations and warranties.

     

    
      	
              7.

            	
              Conditions
                to Closing

            


    

     

    
      	
            	
              7.1.

            	
              Closing
                shall be conditional on fulfilment or waiver at or before the date
                of
                Closing of the following
                conditions:

            


    

    
      	 	
              7.1.1.

            	
              the
                consummation of a transaction between Harry Mund and Management as
                sellers
                and SDS (Star Defense Systems) Ltd., an Israeli public company whose
                shares are registered for trading on the Tel Aviv Stock Exchange,
                as
                purchaser for the purchase and sale of the entire outstanding share
                capital of Systems the (“Systems
                SPA”);
                

            


    

    
      	 	
              7.1.2.

            	
              the
                receipt of a dividend payment by the Company from Management in the
                amount
                equal to its portion of the consideration for the sale of the shares
                in
                Systems under the transaction set out in clause 6.1.1 above, subject
                to
                the repayment of taxes - if any, upon Closing;


            


    

    
      	 	
              7.1.3.

            	
              the
                release of the Company from all guarantees, indemnities,
                counter-indemnities and letters of comfort of any nature whatsoever
                given
                to a third party by the Company in respect of any obligation of Systems
                and/or the Vendor upon Closing;

            


    

    
      	 	
              7.1.4.

            	
              the
                repayment of all Inter-Entity Indebtedness, as such term is defined
                in the
                Systems SPA, prior to Closing; 

            


    

    
      	 	
              7.1.5.

            	
              the
                payment of a dividend by the Company to the Vendor in the net after
                taxes
                amount of the dividend payment received from Management upon Closing;
                

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	 	
              7.1.6.

            	
              the
                consummation of a transaction between Mr. Mordechai Solomon (the
                “Investor”),
                the Harry Mund and the Vendor, dated on or about the date of this
                Agreement, in which the Vendor will issue [75,129,500] shares to
                the
                Investor for the consideration of 4,539,557 shares in Star Night
                Technologies Ltd., an Israeli public company whose shares are registered
                for trading on the Tel Aviv Stock Exchange (the “Lapis
                SPA”);
                and

            


    

    
      	 	
              7.1.7.

            	
              an
                information statement under the Exchange Act (as such term is defined
                in
                the Lapis SPA) shall have been filed with the SEC and mailed to the
                Vendor’s shareholders and a period of 20 days following the mailing of the
                information statement to the Vendor’s shareholders shall have lapsed.
                

            


    

     

    
      	
            	
              7.2.

            	
              The
                Conditions set out in clauses 6.1.2 and 6.1.5 above may only be
                waived by written notice from the Vendor, the Conditions set out
                in
                clauses 6.1.3 and 6.1.4 above may be only waived by written notice
                from the Purchaser and the Conditions set out in clauses 6.1.1 and
                6.1.6 shall automatically be waived if: (i) all conditions in the
                Lapis
                SPA shall have been fulfilled or waived, save for the conditions
                in clause
                12.1 of that agreement in respect of the closing of the Systems SPA
                and
                the closing of this Agreement; and (ii) all conditions in the Systems
                SPA
                shall have been fulfilled or waived, save for the conditions in clause
                7.3
                of that agreement in respect of the closing of Lapis SPA and the
                closing
                this Agreement. 

            


    

    
      	
            	
              7.3.

            	
              Notwithstanding
                any other provision of this Agreement or any of the Transaction Documents
                (as such term is defined in the Systems SPA and the Lapis SPA), the
                Vendor
                shall procure that if the Conditions set out in clauses 6.1.3 and
                6.1.4
                above will have been waived, and Closing will have become effective,
                it
                shall comply with its obligations under the above clauses notwithstanding
                such waiver and upon the waiver of such Condition, the provisions
                thereof
                shall become a post Closing
                covenant.

            


    

    
      	
            	
              7.4.

            	
              If
                any of the above Conditions will not have been fulfilled (or waived)
                before the Date of Closing (as such term is defined in the Systems
                SPA),
                this Agreement shall automatically terminate, unless otherwise agreed
                by
                the parties hereto. In such event, no party to this Agreement shall
                have
                any claim under this Agreement of any nature whatsoever against any
                other
                party to this Agreement.

            


    

     

    
      	
              8.

            	
              Post
                Closing covenant

            


    

     

    In
      the
      event that, notwithstanding that the Conditions set out in clauses 6.13 and
      6.1.4 will have been waived and Closing will have become effective, the
      Conditions set out therein shall not have been fully fulfilled per the Closing
      (the release of the Company from: (i) all
      guarantees, indemnities, counter-indemnities and letters of comfort of any
      nature whatsoever given to a third party by the Company in respect of any
      obligation of Systems and/or the Vendor; and (ii) all Inter-Entity
      Indebtedness), then the Purchaser will take promptly all action required and/or
      necessary after Closing to fully release the Company as set out in clauses
      6.13
      and 6.1.4 above.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              9.

            	
              Entire
                agreement

            


    

     

    This
      Agreement and the documents required for the fulfilment of the Conditions set
      out in clause 6 above, set out the entire agreement and understanding between
      the parties in respect of the sale and purchase of the Shares. It is agreed
      that:

     

    
      	 	
              (a)

            	
              No
                party has entered into this Agreement in reliance upon any representation,
                warranty or undertaking of any other party, which is not expressly
                set out
                or referred to in this Agreement.

            


    

     

    
      	 	
              (b)

            	
              A
                party may claim in contract for breach of warranty under this Agreement
                but shall have no claim or remedy under this Agreement in respect
                of
                misrepresentation (whether negligent or otherwise, and whether made
                prior
                to, and/or in, this Agreement) or untrue statement made by any other
                party.

            


    

     

    
      	
              10.

            	
              Counterparts

            


    

     

    This
      Agreement may be entered into in any number of counterparts and by the parties
      to it on separate counterparts, each of which is an original, but all of which
      together constitute one and the same instrument.

     

    
      	
              11.

            	
              Further
                assurance

            


    

     

    The
      Vendor agrees to perform (or procure the performance of) all further acts and
      things, and execute and deliver (or procure the execution and delivery of)
      such
      further documents, as may be required by law or as the Purchaser may reasonably
      require, whether on or after Closing, to implement and/or give effect to this
      Agreement and the transaction contemplated by it and for the purpose of vesting
      in the Purchaser the full benefit of the assets, rights and benefits to be
      transferred to the Purchaser under this Agreement.

     

    
      	
              12.

            	
              Severability

            


    

     

    If
      any
      provision of this Agreement is held to be invalid or unenforceable, then such
      provision shall (so far as it is invalid or unenforceable) be given no effect
      and shall be deemed not to be included in this Agreement but without
      invalidating any of the remaining provisions of this Agreement. The parties
      shall then use all reasonable endeavours to replace the invalid or unenforceable
      provision by a valid and enforceable substitute provision the effect of which
      is
      as close as possible to the intended effect of the invalid or unenforceable
      provision.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	
              13.

            	
              Variation

            


    

     

    No
      variation of this Agreement (or of any of the documents referred to in this
      Agreement) shall be valid unless it is in writing and signed by or on behalf
      of
      each of the parties to it. The expression "variation" shall include any
      amendment, variation, supplement, deletion or replacement however
      effected.

     

    
      	
              14.

            	
              Governing
                law

            


    

     

    This
      Agreement and the relationship between the parties shall be governed by, and
      interpreted in accordance with, the laws of the State of Israel.

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    In
      witness whereof
      this Agreement has been signed by and on behalf of the parties on the day and
      year first before written.

     

    
      	
              The
                Vendor:

            	
              The
                Purchaser:

            
	
               

               

              /s/
                Lapis Technologies, Inc.

              Lapis
                Technologies, Inc.

              By:
                /s/ Harry Mund

              Title:
                Chief Executive Officer 

                

            	
               

               

              /s/
                Mund Holdings Ltd.

              Mund
                Holdings Ltd.

              By:
                /s/ Harry Mund

              Title:
                Chief Executive Officer 

            


    

    


     

    


    
 

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    


     

    SCHEDULE 1

     

    CLOSING
      OBLIGATIONS

     

    Vendor’s
      Obligations

     

     

    
      	 	
              1.

            	
              At
                Closing, the Vendor shall deliver to the Purchaser (or made available
                to
                the Purchaser’s reasonable
                satisfaction):

            


    

     

    
      	 	 	
              duly
                executed transfer forms in respect of the Shares into the name of
                the
                Purchaser,
                as set out in clause 2.2(a) of this
                Agreement;

            


    

     

    
      	 	 	
              the
                share certificates in respect of all the Shares, as set out in clause
                2.2(a) of this Agreement; 

            


    

     

    
      	 	 	
              a
                copy (certified by a duly appointed officer as true and correct)
                of a
                resolution of:

            


    

     

    
      	 	 	
              the
                board of directors of Lapis; and

            


    

     

    
      	 	 	
              the
                shareholders of Lapis, 

            


    

     

    authorising
      the execution of and the performance this Agreement and the performance of
      its
      obligations thereunder, as set out in clause 2.2(b) of this
      Agreement;

     

    
      	 	 	
              evidence
                in respect of release of:

            


    

     

    
      	 	 	
               Inter-Entity
                Indebtedness
                or
                waiver in respect thereof; and

            


    

     

    
      	 	 	
              all
                guarantees, indemnities, counter-indemnities and letters of comfort
                of any
                nature whatsoever given to a third party by the Company in respect
                of any
                obligation of Systems and/or the Vendor.

            


    

     

    
      	 	
              2.

            	
              In
                addition, at Closing, the Vendor shall deliver to the Purchaser (or
                made
                available to the Purchaser’s reasonable
                satisfaction):

            


    

     

    
      	 	 	
              a
                copy (certified by a duly appointed officer as true and correct)
                of a
                resolution of:

            


    

     

    
      	 	 	
              the
                board
                of directors of Management; 

            


    

     

    
      	 	 	
              the
                shareholders of Management;

            


    

     

    
      	 	 	
              the
                board
                of directors of the Company; and

            


    

     

    
      	 	 	
              the
                shareholders of the Company,

            


    

     

    authorizing
      and effecting the Conditions set out under clauses 6.1.2 and 6.1.5 of this
      Agreement. 

     

    Purchaser’s
      Obligations

     

    
      	 	
              3.

            	
              At
                Closing, the Purchaser shall:

            


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	 	 	
              deliver
                (or procure that there is delivered to the Vendor) a copy of a resolution
                (certified by a duly appointed officer as true and correct)
                of:

            


    

     

    
      	 	 	
              the
                board of directors of the Purchaser;
                and

            


    

     

    
      	 	 	
              the
                shareholders of the Purchaser,

            


    

     

    authorising
      the execution of and the performance by the Purchaser of its obligations under
      this Agreement, as set out in clause 2.2(c) of this Agreement; and 

     

    
      	 	 	
              pay
                to the Vendor the Purchase Price in accordance with clause 2.1 of
                this
                Agreement.

            


    

    General

     

     

    
      	 	
              4.

            	
              All
                documents and items delivered at Closing pursuant to this Schedule
                1 shall
                be held by the recipient to the order of the person delivering the
                same
                until such time as Closing shall be deemed to have taken place in
                accordance with clause 2.

            


    

     

    
      	 	
              5.

            	
              Simultaneously
                with:

            


    

     

    
      	 	 	
              delivery
                of all documents and items required to be delivered at Closing (or
                waiver
                of the delivery thereof by the person entitled to receive the relevant
                document or item); 

            


    

     

    
      	 	 	
              receipt
                of the Purchase
                Price by the Vendor,

            


    

     

    the
      documents and items delivered in accordance with this Schedule shall cease
      to be
      held to the order of the person delivering the same and Closing shall be deemed
      to have taken place.

     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    SCHEDULE
      2

     

    THE
      WARRANTIES

     

     

    
      	
              1.

            	
              Authorisations
                

            


    

     

    The
      Vendor has obtained all corporate authorisations and all other applicable
      governmental, statutory, regulatory or other consents, licences, authorisations,
      waivers or exemptions required to empower it to enter into and perform its
      obligations under this Agreement.

     

    
      	
              2.

            	
              The
                shares

            


    

     

    All
      of
      the Shares are fully-paid, or properly credited as fully-paid, and the Vendor
      is
      the sole legal and beneficial owner of the Shares free from all security
      interests, options, equities, claims or other third party rights (including,
      without limitation, rights of pre-emption) of any nature whatsoever. The Vendor
      has the legal right to dispose of the Shares.

     

    
      	
              3.

            	
              Adequacy
                of assets

            


    

     

    
      	
            	
              1.1

            	
              The
                assets of the Company and the facilities and services to which the
                Company
                has a contractual right include all rights, properties, assets, facilities
                and services necessary for the carrying on of the business of the
                Company
                in the manner in which it is currently carried
                on.

            


    

     

    
      	
            	
              1.2

            	
              All
                of the assets owned by the Company, or in respect of which the Company
                has
                a right of use, are in the possession or under the control of the
                Company

            


    

     

    
      	
              4.

            	
              Taxes

            


    

     

    
      	
            	
              1.1

            	
              All
                local and national taxes and social security contributions whether
                direct
                or indirect, and any penalties, interest and other levies in respect
                thereof (“Taxes”) for which the Company at the date of Closing or at any
                time thereaf-ter may become liable to be assessed in respect of any
                period
                ending on or before the date of Closing have either been paid in
                full or are adequa-tely provided for in the Company’s financial
                statements. There are no facts or circumstances, which could give
                rise to
                any additio-nal liability to Taxes over and above that already paid
                or
                provided for.

            


    

     

    
      	
            	
              1.2

            	
              All
                filings which had ought to have been made or filed before the date
                of
                Closing have been properly and duly submitted by the Company and
                were true
                accurate and complete.

            


    

     

    
      	
              5.

            	
              Disputes

            


    

     

    
      	
            	
              1.1.

            	
              The
                Company is not engaged in any and there are no pending or threatened
                legal
                proceedings, or any other action from which damages or losses for
                the
                Company could arise and it is not aware of any circumstances that
                could
                result in the above.

            


    

     

    
      	
            	
              1.2.

            	
              There
                are no inves-tigati-ons or enquiries (whether pending or threatened)
                by,
                or on behalf of, any govern-mental or other body in respect of the
                affairs
                of the Company. 

            


    

     

     

    
      
         

      

      
        10