EXHIBIT 4.5


                  SHARE PURCHASE AGREEMENT DATED JUNE 10, 2002
      AMONG EN-ELTEK NETHERLANDS 2000 B.V., KUBATRONIK-LEITERPLATTEN GMBH,
                     MR. ALOIS KUBAT, MR. THOMAS KUBAT AND
                              MS. HEIKE HEIDENREICH

================================================================================

                       UR-NR./DEED NO._______________ / 2002

  PROTOKOLL  UBER EINEN ANTEILSKAUF-          MINUTES OF A SHARE PURCHASE AND
                   UND                              TRANSFER AGREEMENT
          -UBERTRAGUNGSVERTRAG

Heute, den zehnten Juni                   Today, this tenth of June two thousand
zweitausendzwei                           and two

                                  -10.06.2002-

erschienen vor mir,                       the following persons appeared before
                                          me,

                                DR. KARL WINKLER

Notar mit dem Amtssitz in Neuhauser       notary public with registered office
Str. 15, 80331 Munchen,                   in Neuhauser Str. 15, 80331 Munchen,

in den Geschaftsraumen der KPMG           in the business premises of KPMG
Treuhand Beiten Burkhardt GmbH,           Treuhand Beiten Burkhardt GmbH,
Rechtsanwaltsgesellschaft                 Rechtsanwaltsgesellschaft
Steuerberatungsgesellschaft,              Steuerberatungsgesellschaft,
GanghoferstraBe 33, 80339 Munchen:        GanghoferstraBe 33, 80339 Munchen:

1.    Herr Arieh Reichart                 1.    Mr. Arieh Reichart
      wohnhaft:                                 resident:
      Aharonson st.                             Aharonson st. 52293 - Ramat Gan
      52293 - Ramat Gan                         Israel
      Israel

ausgewiesen durch Vorlage                 identified by presentation of his
seines Reisepasses                        passport

seines Reisepasses

(nachstehend der "Erschienene zu 1.")     (hereinafter "Person Present ad 1.")

================================================================================

<PAGE>

2.    Mr. Nissim Gilam                    2.    Mr. Nissim Gilam
      wohnhaft:                                 resident:
      Ravina 1 st.                              Ravina 1 st.
      Tel Aviv.                                 Tel Aviv.
      Israel                                    Israel

ausgewiesen durch Vorlage seines/ihres    identified by presentation of his
Reisepasses                               passport

(nachstehend der "Erschienene zu 2.")     (hereinafter "Person Present ad 2.")

Die Erschienenen zu 1. und 2. handeln     The Persons present ad 1. and 2. shall
wahrend der notariellen Beurkundung       be acting throughout this notarization
nicht im eigenen Namen, sondern namens    not in their own name but for and on
und im Auftrag von                        behalf of

                         EN-ELTEK NETHERLANDS 2002 B.V.
                 (nachstehend/hereinafter "Eltek" or "Purchaser)

mit Sitz in Amsterdam, Niederlande,       with its registered office in
eingetragen im niederlandischen           Amsterdam, The Netherlands, registered
Handelsregister unter der Nummer          in the companies Registrar of the
34174157, als deren Geschaftsfuhrer.      Netherlands under number 34174157, as
                                          its General Managers.

3.    Herr Alois Kubat,                   3.    Mr. Alois Kubat,
      wohnhaft:                                 resident:
      Filsstrasse 3,                            Filsstrasse 3,
      73326 Deggingen                           73326 Deggingen

ausgewiesen durch Vorlage seines          identified by presentation of his
amtlichen Lichtbildausweises              official identity card

                                        2

<PAGE>

(nachstehend der "Erschienene zu 3."      (hereinafter "Person Present ad 3 or
oder "Alois")                             "Alois").

Die Erschienene zu 3. handelt wahrend     The Person Present ad 3. shall be
der notariellen Beurkundung nicht nur     acting throughout this notarization
im eigenen Namen, sondern auch            not only in his own name but also as a
aufgrund im Original vorgelegter und      representative with the power of sole
dieser Urkunde in Kopie beigefugter       representation and released from the
Vollmacht als                             restrictions set forth on Section 181
einzelvertretungsberechtigter und von     German Civil Code (BGB) according to
den Beschrankungen des Section 181 BGB    the power of attorney which was
befreiter Bevollmachtigter von            presented in original and is attached
                                          to this deed in copy as annex of

                            FRAU/MS HEIKE HEIDENREICH
                               WOHNHAFT/RESIDENT:
                                 FILSSTRASSE 3,
                                 73326 DEGGINGEN
                        (NACHSTEHEND/HEREINAFTER "HEIKE")

sowie namens und im Auftrag von           as well as for and on behalf of

                         KUBATRONIK-LEITERPLATTEN GMBH,

mit Sitz in Geislingen / Steige,          with its seat in Geislingen / Steige,
eingetragen im Handelsregister des        registered in the Commercial Register
Amtsgerichts Goppingen unter HRB 816      of the Lower Court of Goppingen under
Gei, als deren Geschaftsfuhrer mit        HRB 816 Gei, as its managing director,
Alleinvertretungsvollmacht und befreit    authorized to represent solely and
von den Beschrankungen des Section 181    released from the restrictions set
BGB gemaB Handelsregisterauszug, der      forth in Sec. 181 BGB in accordance
dieser Urkunde in Kopie als Anlage        with the certified extract of the
beigefugt ist. (nachstehend               Commercial Register, a copy of which
"Kubatronik" oder "Gesellschaft")         is attached to this this deed as annex
                                          (hereinafter "Kubatronik" or
                                          "Company")

                                        3

<PAGE>

4.    Herr Thomas Kubat                   4.    Mr. Thomas Kubat
      wohnhaft:                                 resident:
      Nellinger Strasse 19,                     Nellinger Strasse 19,
      73340 Amstetten                           73340 Amstetten

ausgewiesen durch Vorlage seines          identified by presentation of his
amtlichen Lichtbildausweises              official identity card

(nachstehend der "Erschienene zu 4."      (hereinafter "Person Present ad 4." or
oder "Thomas").                           "Thomas").

(die Erschienenen zu 3 und 4 und Heike    (the Persons Present ad 3. and 4. and
nachstehend auch zusammen "Verkaufer")    Heike hereinafter together also the
                                          "Sellers")

Auf Ansuchen der Erschienenen             Upon request of the Persons Present, I
beurkunde ich hiermit gemaB ihren vor     hereby notarise the following
mir abgegebenen Erklarungen was folgt:    statements that were made in my
                                          presence:

                                        4

<PAGE>

               PRAAMBEL                                  PREAMBLE

                            SHARES PURCHASE AGREEMENT

THIS SHARES PURCHASE AGREEMENT (the "AGREEMENT") is made and entered into as of
June 10, 2002, by and among (i) ALOIS, THOMAS and HEIKE, (ii) COMPANY and (iii)
ELTEK.

                                   WLTNESSETH

WHEREAS, Alois, Thomas and Heike are the only shareholders of the Company as
follows

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
                                                                     NUMBER OF
SHAREHOLDER         PORTION OF THE SHARE CAPITAL (DM)   PERCENTAGE     SHARES
------------------------------------------------------------------------------
<S>                 <C>                                    <C>          <C>
Alois Kubat                                400,000.00       80            1

Thomas Kubat                                50,000.00       10            1

Heike Heidenreich                           50,000.00       10            1

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

                    total                  500,000.00      100            3
</TABLE>

                                        5

<PAGE>

and

WHEREAS, Thomas and Heike wish to sell to the Purchaser and the Purchaser wishes
to purchase from Thomas and Heike their Shares; and

WHEREAS, Alois wishes to sell to the Purchaser and the Purchaser wishes to
purchase from Alois a part of his share in the amount of DM 280,000.00.
Therefore, the share representing DM 400,000.00 of the share capital will be
split into two shares, representing DM 120,000.00 and DM 280,000.00 of the share
capital, respectively. Thus, the Shares to be sold to the Purchaser by the
Sellers shall constitute 76% of the issued and outstanding share capital and
voting rights of the Company on a fully diluted basis (the "ACQUIRED SHARES");
and

WHEREAS, the purchase of the Acquired Shares by the Purchaser is for the benefit
of the Company and shall strengthen its market position.

Now, THEREFORE, in consideration of the representations, warranties, covenants
and agreements set forth herein, the parties hereto hereby agree as follows:

                                   Article 1:

                                   DEFINITIONS

1.1   Definitions.

      The following terms, as used herein, have the following meanings:

      "AFFILIATE" means any other Person (as defined bellow) controlling,
      controlled by, or under common control with such Person; "CONTROL" meaning
      (a) the direct or indirect ownership of 25% or more of the voting rights,
      the rights to receive profits upon distribution or the rights to
      participate in allocation of assets upon liquidation of such Person, (b)
      the ability to appoint or elect 25% or more of the governing board, or (c)
      the ability to appoint the management of such Person.

      "ANNUAL FINANCIAL STATEMENTS" means the accurate, full and complete
      financial statements of the Company (including balance sheet, profit and
      loss account, notes, statements of operation and statement of cash flows)
      at and for the twelve-months respective period, ending on December 31,
      2001, adjusted by the Accountant to Generally Accepted Accounting
      Principles ("GAAP") in Germany applied on a consistent basis.

                                        6

<PAGE>

      "AUDITED FINANCIAL STATEMENTS" means the accurate, full and complete
      audited financial statements of the Company (including balance sheet,
      profit and loss account, notes, statements of operation and statement of
      cash flows) as of 30 April 2002, prepared in English and in accordance
      with German GAAP applied on a consistent basis and certified and audited
      by a reputable accountant selected by the Purchaser (the "ACCOUNTANT").

      "FINANCIAL STATEMENTS" shall mean the Annual Financial Statements and the
      Audited Financial Statements.

      "BUSINESS DAY" means a day other than a Saturday, Sunday or other day on
      which commercial banks in Germany are not generally open for business.

      "CLOSING" means the signing of this Agreement in the presence of a Notary
      (the "NOTARY") and the consummation of the transactions contemplated
      hereby.

      "CONTRACTS" means all written and verbal agreements, contracts, leases,
      purchase orders, arrangements, commitments and licenses of the Company.

      "TAX" OR "TAXES" means all taxes ("Steuern und steuerliche
      Nebenleistungen") within the meaning of Sec. 3 of the German Fiscal Code
      ("Abgabenordnung") including any tax, levy, duty, fee or any other
      compulsory payment of any kind, including accrued or accruing with respect
      thereto, imposed under the laws of any jurisdiction, including, without
      limitation, income tax, sales tax, value added tax, withholding tax,
      property tax, import duties, export duties, social security payments,
      employment taxes, municipal taxes, levies and fees.

      "EQUITY" means equity under the terms of Sec. 266 para 3 A HGB (German
      Commercial Law Act), consisting of the nominal share capital, capital
      reserves, retained profit or loss and annual net profit or loss. Sec. 268
      para. 1 HGB shall remain unaffected.

                                        7

<PAGE>

      "GUARANTEE" shall mean any obligation, contingent or otherwise, of any
      Person guaranteeing or having the economic effect of guaranteeing any
      Indebtedness of any other Person in any manner, whether directly or
      indirectly, and including, without limitation, any obligation of such
      Person, direct or indirect, (i) to purchase or pay (or advance or supply
      funds for the purchase or payment of) such Indebtedness or to purchase (or
      to advance or supply funds for the purchase of) any security for the
      payment of such Indebtedness, (ii) to purchase property, securities or
      services for the purpose of assuring the owner of such Indebtedness of the
      payment of such Indebtedness, or (iii) to maintain working capital, equity
      capital or other financial statement condition of the primary obligor so
      as to enable the primary obligor to pay such Indebtedness; provided,
      however, that the term "Guarantee" shall not include endorsements for
      collection or deposit, in either case, in the ordinary course of business.

      "INDEBTEDNESS" shall mean, with respect to any Person, (i) all obligations
      of such Person for borrowed money, or with respect to deposits or advances
      of any kind (other than deposits, advances or excess payments accepted in
      connection with the sale by such Person of products or services in the
      ordinary course of business), (ii) all obligations of such Person
      evidenced by bonds, debentures, notes or similar instruments, (iii) all
      obligations of such Person upon which interest charges are customarily
      paid (other than obligations accepted in connection with the purchase by
      such Person of products or services in the ordinary course of business),
      (iv) all obligations of such Person under conditional sale or other title
      retention agreements relating to property purchased by such Person, (v)
      all obligations of such Person issued or assumed as the deferred purchase
      price of property or services (other than accounts payable to suppliers
      incurred in the ordinary course of business and paid when due), (vi) all
      Indebtedness of others secured by (or for which the holder of such
      Indebtedness has an existing right, contingent or otherwise, to be secured
      by) any Lien or security interest on property owned or acquired by such
      Person whether or not the obligations secured thereby have been assumed,
      (vii) all obligations of such Person under leases required to be accounted
      for as capital leases under generally accepted accounting principles, and
      (viii) all Guarantees of such Person.

                                        8

<PAGE>

      "INVESTMENT" shall mean, with respect to any Person, any loan, advance or
      extension of credit (other than in connection with the sale by such Person
      of products or services in the ordinary course of business) by such Person
      to, and any Guarantee or other contingent liability with respect to the
      capital stock. Indebtedness or other obligations of, and any contributions
      to the capital of, any other Person, as well as any ownership, purchase or
      other acquisition by such Person of any interest in any capital stock or
      other securities of any such other Person as well as any transfer or sale
      (other than in connection with the sale by such Person of products or
      services in the ordinary course of business) of property by such Person to
      any other Person other than upon full payment, in cash, of not less than
      the agreed sale price or the fair value of such property, whichever is
      higher.

      "LIEN" means (i) any interest in property (whether real, personal or mixed
      and whether tangible or intangible) which secures an obligation owed to,
      or a claim by, a Person other than the owner of such property, whether
      such interest is based on the common law, statute or contract, including,
      without limitation, any such interest arising from a lease, mortgage,
      charge, pledge, security agreement, conditional sale, trust receipt or
      deposit in trust, or arising from a consignment of bailment given for
      security purposes (other than a trust receipt or deposit given in the
      ordinary course of business which does not secure any obligation for
      borrowed money), (ii) any encumbrance upon such property which does not
      secure such an obligation, and (iii) any exception to or defect in the
      title to or ownership interest in such property, including, without
      limitation, reservations, rights of entry, possibilities of encroachments,
      easements, rights of way, restrictive covenants and licenses.

      "SHARES" means the shares of the Company.

      "PARTIES" means Sellers, Purchaser and the Company.

      "PERSON" means an individual, corporation, partnership, limited liability
      company, association, trust, estate or other entity or organization,
      including a governmental authority.

                                        9

<PAGE>

      "RELATIVE" means the immediate family of any individual, including spouse,
      children, brothers, sisters and parents.

      "TRUSTEE" means KPMG Treuhand Beiten Burkhardt GmbH having his/her
      business address at Ganghoferstrasse 33, 80339 Munich, Germany.

                                   Article 2:

                           SALE AND PURCHASE OF SHARES

2.1   PURCHASE AND SALE

      On the terms and subject to the fulfillment or waiver of all conditions
      set forth in this Agreement, and on the basis of Sellers', Company's and
      Purchaser's representations, warranties and covenants hereunder, at the
      Closing, Sellers herewith assign, sell, transfer and deliver to Purchaser,
      and Purchaser shall purchase and accept from Sellers, the Acquired Shares,
      duly authorized, validly issued, fully paid, non-assessable, free and
      clear of all Liens and restrictions on transfer and constituting 76% of
      the issued share capital and voting rights of the Company, on a fully
      diluted basis, in consideration for the Purchase Price specified under
      Article 6 herein below. The Purchaser accepts the assignment.

2.2.  CLOSING

      The Closing will take place by signature of this Agreement on the date
      hereof (the "CLOSING DATE"). At the Closing:

      (a)   The Company shall execute an amendment to the existing lease
            agreement for the Company's plant located at Karl-Benz-Strasse 13,
            Geislingen 73312, parcel 1118, Germany, with OWNER/ LESSOR (the
            "REAL PROPERTY") the form of which is annexed herewith as EXHIBIT A.

      (b)   The Company shall repay a loan (1) to Thomas, in the amount of
            60,000 DM (sixty thousand German Marks) (2) to Heike in the amount
            of 70,000 DM (seventy thousand German Marks) (the "LOAN") against
            receipt by the Company and the Purchaser of a signed waiver in the
            form annexed herewith as EXHIBIT B.

                                       10

<PAGE>

      (c)   The Company shall distribute to the Sellers according to their
            respective pro rata portion, the net amount remaining after
            deducting any withholding tax and solidarity surcharge from the
            gross dividend that was announced in the Annual Financial Statements
            in the amount of 868,560 DM (444,088 Euro) (the "DISTRIBUTABLE
            PROFITS").

      (d)   The Company shall execute an amendment to the existing lease
            agreement for a machine, type "Co-Bra Bond Durchlauflinie" with Mrs.
            Karin Kubat in the form annexed herewith as EXHIBIT C.

      (e)   The Purchaser, the Sellers and the Trustee shall execute the Trust
            Agreement in the form annexed herewith as EXHIBIT K.

      (f)   Company shall provide the Purchaser with:

            (i)   a bank confirmation sent by fax, satisfactory to the Purchaser
                  and/or its counsel, detailing the Company's cash balances at
                  the Closing Date, prior to the repayment of the Loan and the
                  payment of the Distributable Profits.

            (ii)  a resolutions of a Shareholders General Meeting in the form of
                  EXHIBIT D, regarding, the approval of the year-end financial
                  statements, the distribution of the Distributable Profits, and
                  the transfer of the divided share of Alois to the Purchaser.

            (iii) a resolutions of the Shareholders General Meeting in the form
                  of EXHIBIT E according to which within 30 Business Days from
                  the finalization of the Audited Financial Statements, the
                  Company shall distribute to the Sellers a dividend out of the
                  Company's distributable profit for the calendar year 2001, in
                  an amount which is equivalent to the Company's surplus of
                  Equity as reflected in the Audited Financial Statements, which
                  exceed the Determined Sum, provided however that: (1) such
                  dividend is also distributable out of the Company's profits
                  after tax according to the Audited Financial Statements (2) in
                  case such distribution had been performed prior to 30 April
                  2002 the cash balances of the Company, according to the
                  Audited Financial Statements, after deduction of Alois'
                  clearing account with the Company and Alois' and Thomas' 2001
                  year bonus, would not have been less than 2,500,000 German
                  Marks (1,278,230 Euro) and (3) that the Company is not
                  prohibited according to law to make such distribution.

                                       11

<PAGE>

      (g)   The Purchaser shall pay the Sellers the Purchase Price pursuant to
            Art. 6 hereof.

      (h)   Alois and the Company represented by its General Meeting shall
            execute an amendment to Alois's employment and service agreement in
            the form annexed herewith as EXHIBIT F.

      (i)   Thomas and the Company represented by its General Meeting shall
            execute an amendment to Thomas's employment and service agreement in
            the form annexed herewith as EXHIBIT G.

      (j)   The Purchaser shall provide the Sellers with a comfort letter in the
            form annexed herewith as EXHIBIT L.

      (k)   Immediately after the Closing the General Meeting of the Company
            shall convene in order to approve: (1) Rules of internal procedure
            for the general managers in the form of which is annexed herewith as
            EXHIBIT H (2) amendment of the Articles of Association in the form
            annexed herewith as EXHIBIT I (3) nomination of general managers, in
            the form annexed herewith as EXHIBIT J.

      (l)   Within sixty (60) days after Closing, the Company shall provide the
            Purchaser with a confirmation issued by the Company according to
            which until this date all premiums and/or other payment payable
            under Thomas's pension policy have been timely paid by the Company
            and the Company has otherwise complied fully with the terms and
            conditions of the policy.

                                       12

<PAGE>

            The signature of this Agreement is subject to the conditions
            precedents, which are stipulated in sections: 2.2(a), 2.2(d),
            2.2(f)i-iv, 2.2(h), 2.2(i) 2.2(j).

                                   Article 3:

                    REPRESENTATIONS AND WARRANTIES OF SELLERS

The Sellers, jointly and severally, hereby represent and warrant to the
Purchaser as of the Closing Date in the form of an independent promise of
guarantee (IM WEGE EINES SELBSTANDIGEN GARANTIEVERSPRECHENS), that the
statements contained in this Article 3 are complete, true and correct.

3.1   CORPORATE ORGANIZATION, POWER AND AUTHORIZATION.

      (a)   The Company is a private company, company no. HRB 816, Geislingen-
            Steige, limited by shares, duly organized and validly existing under
            the laws of Germany, with full power and authority to own all of its
            properties and assets and to carry on its business as it is now
            being conducted or proposed to be conducted, to execute and deliver
            this Agreement, to perform its obligations hereunder and to
            consummate the transactions contemplated hereby.

      (b)   The Company does not own, directly or indirectly, any equity
            interest or other Investment in any corporation, association or
            business entity.

      (c)   All Acquired Shares are duly authorized, validly issued, fully paid,
            non assessable and free of any Lien or other limitation or
            restriction. Sellers are the owner of the Acquired Shares, free and
            clear of any Lien and any other limitation or restriction, and will
            transfer and deliver to Purchaser at the Closing valid ownership
            title to the Acquired Shares, free and clear of any Lien and any
            such limitation or restriction.

      (d)   Sellers and Company have full power, authority and legal capacity,
            and have all governmental licenses, authorizations, permits,
            consents and approvals required to enter into this Agreement and to
            own, sell and transfer the Acquired Shares sold hereby and to
            perform all its other covenants and undertakings hereunder.

                                       13

<PAGE>

      (e)   The execution, delivery and performance of this Agreement and the
            consummation of the transactions contemplated hereby, have been duly
            authorized by all necessary action (corporate or otherwise) on the
            part of Sellers and the Company, and no further proceedings
            (corporate or otherwise) are, or will be, necessary to authorize
            this Agreement or to consummate the transactions contemplated
            hereby. This Agreement contains valid and binding obligations of
            Sellers and Company, enforceable against them in accordance with its
            terms.

3.2   CAPITALIZATION OF THE COMPANY

      (a)   As of Closing, the Company's entire share capital shall be DM
            500,000.00, divided into 3 Shares (50,000.00, 50,000.00,
            400,000.00).

      (b)   The Acquired Shares will constitute 76% of the Company's outstanding
            securities on a fully diluted basis on the Closing Date. As of the
            Closing there are no outstanding obligations of the Company to
            Sellers to repurchase, redeem or otherwise acquire any of the
            Acquired Shares. There are no shareholder agreements, voting trusts
            or other agreements or understandings to which the Sellers are a
            party to, or by which they are bound relating to the voting,
            disposition or registration of any shares of the Company. On or
            prior to the Closing, Sellers have no and shall have no rights to
            acquire any Ordinary Shares or any other capital shares of the
            Company.

      (c)   There are no authorized or outstanding subscriptions, options,
            warrants, calls, contracts, demands, commitments, convertible
            securities, interests, liens, claims, charges or other legal or
            equitable agreements, arrangements or encumbrances of any character
            or nature whatsoever or with respect to any interest in the Company
            or any of its assets under which the Company is or may become
            obligated to issue, assign or transfer any of its securities.

      (d)   Immediately after the Closing, Alois shall hold 24% of the Company's
            issued and outstanding share capital on a fully diluted basis.
            During his employment with the Company and during the Option Period,
            Alois's holding in the Company shall remain free and clear of any
            Lien.

                                       14

<PAGE>

3.3   NON-CONTRAVENTION.

      The execution, delivery and performance of this Agreement, and the
      consummation of the transactions contemplated hereby, do not and will not
      (i) contravene or conflict with the Articles of Association or any
      constituent documents of the Company, (ii) result in the creation or
      imposition of any Lien on the Acquired Shares or on the Company's assets
      other then as stipulated in this Agreement (iii) be in conflict with or
      constitute (with or without due notice or lapse of time or both) a default
      under, any Contract to which Sellers and/or the Company are a party to, or
      by which Seller and/or the Company or their properties or assets may be
      bound, or, contravene, conflict or constitute a violation of any order or
      judgment.

3.4   CONSENTS AND APPROVALS. To the Sellers best knowledge and belief

      the execution and performance of this Agreement and the consummation of
      the transactions contemplated hereunder and related thereto will not
      result in a violation of any applicable law. All approval, permit or
      consent of, or filing with, any governmental body, official authority or
      any other third party required in connection with the execution and
      delivery of this Agreement or the consummation of the transactions
      contemplated hereby, have been obtained.

3.5   AGREEMENTS WITH SELLERS.

      Except as disclosed in SCHEDULE 3.5 hereto, there are no direct or
      indirect agreements, arrangements, commitments or other transactions
      between the Company and Sellers or any of its Affiliates, Relatives,
      directors, officers, employees or agents. Except as disclosed in Schedule
      3.5 the Sellers do not and will not have any claims and demands
      whatsoever, against the Company and/or its assets and/or properties.

                                       15

<PAGE>

3.6   LITIGATION.

      Except as disclosed in SCHEDULE 3.6 hereto, there are no lawsuits,
      actions, arbitration or other proceedings or investigations pending or
      threatened or to the Sellers best knowledge intended, against the Company
      or any of its properties; nor are there any judgments or outstanding
      orders, injunctions, decrees or awards (whether rendered by a court, an
      administrative body or by arbitration) affecting the Company or any of its
      properties or business.

3.7   ASSETS AND PROPERTIES.

      (a)   The Company has good and marketable title to, or in the case of
            leased property and assets, have valid leasehold interests in, all
            property and assets (whether real, personal, tangible or intangible)
            reflected on the Financial Statements or acquired after the
            Financial Statements date. None of such property or assets is
            subject to any Lien, except as disclosed in SCHEDULE 3.7 hereto.

      (b)   All leases of the Real Property and personal property are in good
            standing and are valid, binding and enforceable in accordance with
            their respective terms-and there does not exist under any such lease
            any default or any event which with notice or lapse of time or both
            would constitute a default.

      (c)   The plants, buildings, structures, equipment and machines, owned or
            leased by the Company have no material defects, are in good
            operating condition and repair and have been maintained consistent
            with standards generally followed in the industry, are in adequate
            repair and operating conditions and suitable for their present and
            intended uses and, in the case of plants, buildings and other
            structures (including, without limitation, the roofs thereof), are
            structurally sound.

      (d)   The plants, buildings and structures owned or leased by the Company
            have access to (i) public roads or valid easements over private
            streets or private property for such ingress to and egress from all
            such plants, buildings or structures, and (ii) water supply, storm
            and sanitary sewer facilities, telephone, gas and electrical
            connections, fire protection, drainage and other public utilities,
            in each case as is necessary for the conduct of the businesses of
            the Company as it is now being conducted. None of the structures on
            the Real Property encroaches upon real property of another Person,
            and no structure of any other Person substantially encroaches upon
            any of the Real Property.

                                       16

<PAGE>

      (e)   The Real Property, and its continued use, occupancy and operation as
            currently used, occupied and operated, does not constitute a
            nonconforming use under any applicable building, zoning, subdivision
            or other land use and similar laws, regulations and permits.

      (f)   The property and assets owned or leased by the Company, or which
            they otherwise have the right to use, constitute all of the property
            and assets used or held for use in connection with the businesses of
            the Company and are adequate to conduct such businesses as currently
            conducted.

      (g)   Karin Kubat, a Relative of the Sellers (the "OWNER") is the sole
            owner of the Real Property.

      (h)   The building rights in the Real Property were not used in whole and
            thus there is a possibility to enlarge the plant by approximately
            300 sq.mr.

3.8   BUSINESS.

      (a)   Since the date of its incorporation, and until the date hereof the
            Company has operated, its business in the normal and customary
            manner.

      (b)   The Company has complied with all laws, statutes, ordinances, rules,
            regulations and orders applicable to its business and has obtained
            all certificates, consents, permits, license approvals, orders or
            authorizations of, and has made or given all notices, registrations,
            declarations, reports of filings (collectively, "PERMITS") with, any
            governmental agency, instrumentality or authority (each, a
            "GOVERNMENTAL AGENCY"), that are required for or in connection with
            the lawful operation of its business, as currently conducted,
            including, without limitation, all such Permits as may be required
            to permit lawful use, storage, treatment, handling and disposal of
            any hazardous waste or materials stored, used or generated by the
            Company. All of such Permits are in full force and effect and are
            unaffected by the sale of the Acquired Shares contemplated hereby.
            None of such Permits will expire or is subject to renewal within the
            following year. The Company has complied and is in compliance in all
            material respects with all conditions or requirements imposed by any
            of such Permits and to the best knowledge of the Sellers no
            Governmental Agency intends to cancel, terminate or modify any such
            Permit or to require additional Permits, notices, filings or reports
            with respect to the operation of the Company's business or, that
            valid grounds for any such cancellation, termination or modification
            exist.

                                       17

<PAGE>

      (c)   Except as otherwise disclosed in SCHEDULE 3.8 hereto, (i) the
            Company is in compliance with all environmental laws applicable to
            the conduct of its business relating, among others, to emissions,
            discharges and releases of hazardous materials into land, soil,
            ambient air, water and atmosphere; (ii) the Company is in compliance
            with all environmental laws applicable to the conduct of its
            business relating to the generalization, treatment, storage,
            transportation and disposal of hazardous materials; and (iii) there
            exist no hazardous materials on or in the Company's facilities or
            real properties.

3.9   LIABILITIES AND GUARANTEES.

      (a)   Except as specified in SCHEDULE 3.9, the Company did not have at
            December 31, 2001 and as of the Closing Date any liabilities or
            obligations of any kind, whether accrued, absolute, asserted or
            unasserted, contingent or otherwise not reflected, reserved against
            or otherwise disclosed in the Financial Statements.

      (b)   The Company has no Guarantees, and may not be liable by any
            obligation (financial or other) of the Sellers or any third party.
            The Company has no liability unrelated to the business or
            operations conducted by the Company.

      (c)   The Company has no future liabilities and obligations, contingent or
            otherwise, and the Company shall not be required to make any
            Investment and/or payment, under any law, contract or commitment
            that are not to be incurred in the ordinary course of business.

                                       18
<PAGE>

3.10  MATERIAL AGREEMENTS.

      All the material Contracts to which the Company is a party or by which it
      is bound, including any rights to participate in the Company's income
      and/or profits, are fully and correctly described in SCHEDULE 3.10. The
      Company is not in violation of any of its Contracts, nor is it a party to
      or bound by any Contract, which is so burdensome as to materially affect
      or impair its business. All the Contracts of the Company are in full force
      and effect. No breach and no condition which if not corrected would
      constitute a breach exists in respect of any such Contracts, nor has any
      event occurred which is a default or which, after the passage of time or
      the giving of notice or both would be a default under any of said
      Contracts, which could have a material adverse affect on the Company.

3.11  INTELLECTUAL PROPERTY RIGHTS.

      (a)   The Company is the sole owner of all patents, trademarks, trade
            names, copyright, technology, know-how, process and all other
            intellectual property rights, permits and licenses ("INTANGIBLE
            RIGHTS") necessary for the business of the Company as now conducted.
            The Intangible Rights, other than know-how, process and
            information, are fully and accurately described in SCHEDULE 3.11
            attached hereto. The Company has not granted any rights in respect
            of any Intangible Right or interest therein to any other person.

      (b)   The Company's Intangible Rights, if any, are free and clear of any
            rights, liens and claims of all current and former employees,
            consultants, officers and shareholders of the Company.

      (c)   No person has asserted any claim regarding the use of, or
            challenging or questioning the Company's title in any of the
            Intangible Rights and the Company has the unrestricted right to use
            the Intangible Rights free and clear from any rights, liens, and
            claims of any party, and no Intangible Rights has infringed or, will
            infringe upon any rights of any third party. To the best of the
            Sellers knowledge there are no third party infringement or violation
            of any of the Intangible Rights.

                                       19
<PAGE>

3.12  FINANCIAL STATEMENTS.

      (a)   The Annual Financial Statements of the Company attached hereto as
            SCHEDULE 3.12 are true, correct and complete, and fairly and
            accurately present the financial position, assets, liabilities,
            results of operations or other information included therein of the
            Company for the period or as of the date therein set forth.

      (b)   The books and records of the Company as of the date hereof are
            accurate and complete in all material respects and there are no
            material matters for which entry has not been made in such books and
            records.

      (c)   Except as specified in SCHEDULE 3.12(C) and which has been agreed to
            by the Purchaser, since December 31, 2001, there has been no change
            in the business, prospects, assets, liabilities, operation or
            condition (financial or otherwise) of the Company, other than
            changes in the ordinary course of business, none of which
            individually or in the aggregate has been materially adverse.
            Without limitation to the above, the Sellers hereby clarify that
            since the fourth quarter of the fiscal year 2001, and as a result of
            the ordinary course of business, the Company's sales decreased by
            30% and that the Company has not:

            (i)     issued or sold or authorized for issuance or sale, or grant
                    of any options or other agreements with respect to any
                    shares or any other securities of the Company;

            (ii)    declared, set aside or paid any dividend or other
                    distribution with respect to any shares of the Company or
                    other securities, or any repurchase, redemption or other
                    acquisition by the Company of any shares or other securities
                    of the Company;

            (iii)   incurred, assumed or guaranteed by the Company of any
                    Indebtedness including, without limitation, for borrowed
                    money;

            (iv)    created or incurred of any Lien on any material asset of the
                    Company;

                                       20
<PAGE>

            (v)     made of any loan, advance or capital contributions to or
                    Investment in any Person;

            (vi)    entered into any transaction or commitment, or any contract
                    or agreement, relating to the Company's assets or business
                    (including the acquisition or disposition of any assets) or
                    any relinquishment by the Company of any contract or other
                    right;

            (vii)   made any capital expenditure, or commitment for a capital
                    expenditure, for addition or improvements to the Company's
                    property, plant and/or equipment;

            (viii)  terminated, canceled or accelerated, or indicated to that
                    effect, of any right or obligation of the Company or a loss
                    of any benefit to which the Company is entitled under any
                    provision of any agreement or other instrument including
                    without limitation any agreement for the purchase of
                    materials, supplies, goods, services, equipment, any sales,
                    distribution and other customers agreement;

            (ix)    made any payment for any Guarantee or warranty of any kind
                    given by the Company;

            (x)     made any payments to interested parties, including
                    shareholders, directors and/or officers and has not entered
                    into any related party transactions including, without
                    limitation, the payment of any management fees or services
                    fees or any other payments whatsoever to the Company's
                    shareholders or any of their affiliates.

            (xi)    manage its cash-flow out of the ordinary course of business,
                    including, inter-alia, postponement of payments due by the
                    Company according to its payment conditions and/or
                    advancement of collection of outstanding debts to the
                    Company.

                                       21
<PAGE>

3.13  EMPLOYEES.

      Set forth in SCHEDULE 3.13 is a list of the names of all employees of the
      Company, together with the title or job classification of each such person
      and their current salaries and benefits. Except as set forth in Schedule
      3.13, none of such persons has an employment agreement or understanding,
      whether oral or written, with the Company, which is not terminable on
      notice by the Company without cost or other liability to the Company.
      Except as set forth in SCHEDULE 3.13, no employee of the Company has
      advised the Company (orally or in writing) that he or she intends to
      terminate his/her employment with the Company. The Company has complied in
      all material respects with all applicable laws relating to the employment
      of labor, including provisions relating to wages, hours, equal
      opportunity, collective bargaining and the payment of social benefits and
      other taxes.

3.14  TAXES.

      The Company has timely filed all necessary Tax returns, reports and
      notices. The Sellers and the Company have no knowledge, or any reasonable
      grounds to know, of any Tax deficiencies, which might be assessed against
      the Company. The Company has paid all Taxes, which have become due,
      whether pursuant to any assessments or otherwise, and there is no
      liability (whether or not disclosed on such returns) or assessments for
      any Taxes, that has not been reserved for in the Financial Statements.

3.15  PRODUCTS.

      Each of the products produced or sold by the Company is, and at all times
      up to and including the sale thereof has been, in compliance in all
      respects with all applicable laws and regulations.

3.16  INSURANCE COVERAGE.

      SCHEDULE 3.16 sets forth a list and correct description of insurance
      policies relating to the assets, business, operations, employees, officers
      and directors of the Company end (the "POLICIES"). There is no claim by
      the Company pending under any of the Policies as to which coverage has
      been questioned, denied or disputed by the issuers of the Policies or in
      respect of which such issuers have reserved their rights. All premiums
      payable under the Policies have been timely paid and the Company has
      otherwise complied fully with the terms and conditions of the Policies.
      The Policies (or other policies, providing substantially similar
      insurance coverage) are of the type and in amounts customarily carried by
      Persons conducting businesses similar to those of the Company. Sellers do
      not know of any threatened termination of, premium increase with respect
      to, or material alteration of coverage under, any of the Policies.

                                       22
<PAGE>

3.17  BACKLOG, ORDERS AND ADVANCES.

      All of the Company's purchase orders, backlog of confirmed orders and
      customer advances stated in the Financial Statements are, or arising from
      or otherwise relating to the business of the Company, valid, genuine and
      recorded in the ordinary course of business.

3.18  INVENTORIES.

      (a)   The inventories stated in the Audited Financial Statements were
            properly stated therein at the lesser of cost or fair market value
            determined in accordance with German GAAP consistently maintained
            and applied by the Company.

      (b)   The finished products and work in progress under contracts stated in
            the Financial Statements were properly stated therein at direct
            production cost determined in accordance with German GAAP,
            consistently maintained and applied by the Company.

      (c)   Since the date of the Annual Financial Statements, the inventories
            and work in progress of the Company has been maintained in the
            ordinary course of business. All such inventories and work in
            progress are owned free and clear of all Liens. All of the
            inventories, finished products and work in progress recorded in the
            Financial Statements consist of items of a quality usable or
            saleable at full gross margins (subject, in the case of
            work-in-progress inventory, to completion in the ordinary course of
            business) in the normal course of business consistent with past
            practices and are in quantities sufficient for the normal operation
            of the business of the Company in accordance with past practice.

                                       23
<PAGE>

3.19  RECEIVABLES. To the best of the Sellers knowledge all accounts, notes
      receivable and other receivables stated on the Financial Statements are
      valid, genuine and fully collectible in the aggregate amount thereof. All
      accounts, notes receivable and other receivables reflected in the
      Financial Statements were accrued in the normal course of business of the
      Company.

3.20  PAYABLES. All accounts, notes payable and other payables stated in the
      Financial Statements are valid, genuine and payable in the normal course
      of business of the Company. All accounts, notes payable and other payables
      stated in the Annual Financial Statements were incurred in the normal
      course of business of the Company.

3.21  CUSTOMERS AND SUPPLIERS. Except as set forth in SCHEDULE 3.21, no customer
      of the Company during the 6-month period preceding the Closing Date has
      terminated any agreement with the Company. During the 6-month period
      preceding the Closing Date, no material supplier of the Company has
      indicated in writing that it will stop, or decrease the rate of, supplying
      materials, products or services to the Company.

3.22  BROKERS. Neither Sellers nor the Company or anyone acting on their behalf
      have employed any broker, or incurred any liability for any brokerage fee
      or commission in connection with the transactions, contemplated hereby,
      nor is there any basis for any such fee or commission to be claimed by any
      person or entity.

3.23  FULL AND CORRECT DISCLOSURE. Each exhibit, schedule and any other document
      furnished, or to be furnished, by the Company or Sellers to the Purchaser
      in connection herewith is, and unless otherwise expressly stipulated
      otherwise, at the Closing shall be, true, correct and complete. No
      representation or warranty by the Company or Sellers in this Agreement, or
      in any exhibit, schedule or other document furnished, or to be furnished,
      to the Purchaser in connection herewith contains or will contain at the
      Closing, any untrue statements of a material fact or omits, or will omit,
      to state a material fact necessary to make the information provided to the
      Purchaser not misleading. There is no fact known to the Company or Sellers
      which, had it been disclosed to the Purchaser, might have affected the
      terms of the transactions contemplated hereunder in any material manner.

                                       24

<PAGE>

3.24  ENVIRONMENTAL. The real estate used by the Company, regardless of whether
      or not such real estate is owned by the Company or third parties, as well
      as any other operational facilities owned or used by the Company are free
      of any contamination or pollution of soil, ground and surface water, air
      and any other environmental contamination or pollution which could cause a
      liability of the Company. As of the Closing Date, neither the Company nor
      the Sellers have received any claim relating to such environmental
      contamination or pollution and to the best knowledge of the Company and
      the Sellers, no event has occurred that could reasonably be expected to
      give rise to such claim.

                                   Article 4:

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

4.1   CORPORATE ORGANIZATION, POWER AND AUTHORIZATION. The Purchaser represents
      and warrants to Sellers and Company, as of the Closing Date, that the
      statements contained in this Article 4 are full, true and correct.

4.2   The Purchaser has full power, authority and legal capacity, and has all
      governmental licenses, authorizations, permits, consents and approvals
      required to enter into this Agreement and to own, purchase and receive the
      Acquired Shares sold hereby and to perform all its other covenants and
      undertakings hereunder.

4.3   The execution, delivery and performance of this Agreement and the
      consummation of the transactions contemplated hereby, have been duly
      authorized by all necessary action (corporate or otherwise) on the part of
      Purchaser, and to the best of Purchaser's knowledge no further proceedings
      (corporate or otherwise) are, or will be, necessary to authorize this
      Agreement or to consummate the transactions contemplated hereby on behalf
      of Purchaser. This Agreement contains valid and binding obligations of
      Purchaser, enforceable against him in accordance with its terms.

                                       25

<PAGE>

                                   Article 5:

                                COVENANTS, WAIVER

5.1   CONFIDENTIALITY.

      Sellers shall preserve any and all confidential information of the
      Company, including without limitation all confidential information
      relating to its business, technology, products, suppliers and clients,
      development and marketing plans, business strategy and business model, and
      shall not reveal any such confidential information to any third party of
      any kind, or use it in any way without the express prior written consent
      of the Company. The foregoing shall not apply to information, which is
      generally available to the public, unless it so became through violation
      of this provision, and to information which was acquired and/or developed
      independently by the Seller, though no violation of this section 5.1.

5.2   NON-COMPETE.

      (a)   Each of the Sellers undertake, that so long as he is employed with
            the Company or as long as he or any of its Relative holds any shares
            of the Company, whichever is later, and for a period of two years
            thereafter, he shall refrain from engaging, directly or indirectly,
            as a shareholder, partner, joint venturer, consultant, director,
            employee, agent or otherwise, in any business and/or activity which
            'may compete, with the Company i.e. in connection with printed
            circuit boards, in Germany ("COMPETING ENTITY"). It is hereby
            clarified that entities, which manufacture or market raw materials
            and machinery, for the printed circuit boards industry, do not
            compete with the Company's activities.

      (b)   For a period of two years following the termination of Alois and
            Thomas employment with the Company for any reason whatsoever, Alois
            and Thomas shall be prevented, directly or indirectly, from hiring
            anyone employed by the Company or from causing any employee to
            terminate his/her working relationship with the Company unless the
            Company has given its prior written approval. This prohibition shall
            be limited to a period of one year following the date the employee
            terminates his/her employment relationship with the Company.

                                       26

<PAGE>

      (c)   In addition, Alois and Thomas shall be obliged not to unreasonably
            impede in the relationships between the Company and its customers
            during such two years period.

      (d)   In the event that Alois or Thomas breach any of the restrictions set
            out in this provision, Purchaser is entitled to claim a lump sum
            contractual penalty of EURO 20,000 in respect of each instance of a
            breach ("Contractual Penalty"). A claim under this provision shall
            not prohibit the Purchaser from bringing a claim for further damages
            save only that the Contractual Penalty shall be credited against any
            such damage claim.

5.3   WAIVER OF CLAIMS.

      Each of the Sellers agrees and acknowledges that the Purchase Price
      payable in Accordance with the provisions hereof, provide adequate and
      final compensation to Sellers from the Purchaser under this Agreement, and
      that subject to the payment of said Purchase Price, Sellers, or anyone on
      their behalf, or any affiliated Person, shall not be entitled to receive
      further compensation from, and hereby irrevocably waives any claim, legal
      or otherwise, against, the Company, Purchaser and/or any of their
      shareholders, directors, officers and employees, or anyone acting on their
      behalf.

                                   Article 6:

                            PAYMENT OF PURCHASE PRICE

6.1   In consideration for the sale and transfer of the Acquired Shares, as
      stipulated in section 2.1 above, the Purchaser shall pay the Sellers a sum
      equal to six million German Marks (3,067,751 Euro) (the "COMPANY'S VALUE")
      multiplied by seventy-six percent (76%) (the "PURCHASE PRICE"); provided,
      however, that:

      (a)   if the Company's Equity according to the Audited Financial
            Statements is less than 3,770,800 German Marks (1,927,979 Euro) (the
            "DETERMINED SUM"), then the Purchase Price shall be reduced by a sum
            equal to such difference subsequently reducing the Company's Value
            (the "REDUCED COMPANY'S VALUE"); and/or

                                       27

<PAGE>

      (b)   if prior to the repayment of the Loan, and the payment of the
            Distributable Profits the Company shall have cash balances of less
            than 2,500,000 German Marks (1,278,230 Euro), the Purchase Price
            shall be reduced by a sum equal to such difference subsequently
            reducing the Company's Value (the "REDUCED COMPANY'S VALUE").

6.2   As of the Closing Date, the Purchaser shall pay the Sellers their
      respective pro-rata portion of the Purchase Price, minus the Trust Money
      (as defined below), by a bank check. 550,000 German Marks (281,211 Euro)
      (the "TRUST MONEY") shall be paid by the Purchaser TO KPMG Beiten
      Burkhardt (the "TRUSTEE") to be held by the Trustee, in accordance with
      the Trust Agreement in the form of EXHIBIT K hereto (the "TRUST
      AGREEMENT"), subject to Article 6.3, for the following periods of time:

      (a)   50,000 German Marks (25,565 Euro) shall be paid by the Trustee to
            the Sellers according to their respective pro-rata portion, if the
            Audited Financial Statements reflect that the Company's Equity is
            not less than the Determined Sum; and

      (b)   144,760 German Marks (74,015 Euro) shall be paid by the Trustee to
            the Sellers according to their respective pro-rata portion,
            immediately after the Company received tax returns in connection
            with the distribution mentioned in section 2.2(c) above amounting to
            144,760 German Marks (the "TAX RETURN"); and

      (c)   the balance of the Trust Money amounting to 355,240 German Marks
            (181,631 Euro), shall be paid by the Trustee to the Sellers
            according to their respective pro-rata portion, upon the fulfillment
            of all the following conditions: (1) the Purchaser notified the
            Trustee that the Company was not required to make any Investment
            and/or payment in order to comply with any applicable law for 12
            months following the Closing; and (2) the Purchaser did not submit a
            claim to the Sellers or any of them, with a copy to the Trustee, for
            indemnification according to Article 8 hereof, for up to 36 months
            following the Closing Date. In case the Purchaser submitted such a
            claim, the Trustee shall hold the Trust Money until a court shall
            rule in such a claim or until the Purchaser and the Sellers shall
            notify the Trustee that they reached a compromise with respect to
            the claim, and that the terms and conditions of such compromise were
            performed to the satisfaction of all parties.

                                       28

<PAGE>

6.3   IN THE EVENT THAT:

      (a)   the Company's Equity according to the Audited Financial Statements
            will be less than the Determined Sum and subject to Article. 6.5
            below, the Trustee will pay the Purchaser, immediately after
            receiving the Purchaser notice, the sum equal to such a difference
            (the "EQUITY RETURN"). In case the Equity Return is less than 50,000
            DM the Trustee will pay to the Sellers, according to their
            respective pro-rata portion, any such difference. '

      (b)   if within 24 months following the Closing the Company will not
            receive the Tax Return, or any part thereof, the Trustee will pay
            the Purchaser, immediately after receiving the Purchaser notice, a
            sum equal to the Tax Return or any part thereof. In case the amount
            paid by the Trustee to the Purchaser as mentioned above, is less
            than 144,760 DM the Trustee will pay the Sellers, according to their
            respective pro-rata portion, any such difference.

      (c)   the Company shall be required to make any Investment and/or payment
            in order to comply with any applicable law for 12 months following
            the Closing, the Trustee will pay the Purchaser, immediately after
            receiving the Purchaser notice, the sum equal to 76% of such
            Investment and/or payment.

      (d)   the Company and/or the Sellers shall be required to indemnify the
            Purchaser under Article 8 hereof according to a court decision or
            according to a compromise agreement achieved between the Purchaser
            and the Sellers, the Trustee will pay the Purchaser, immediately
            after receiving the decision or the compromise agreement signed by
            the Purchaser and the Sellers, (signature via fax shall be
            sufficient) such indemnification from the Trust Money. It is hereby
            clarified that the Trustee will pay the Purchaser any amount
            determined by the court decision, immediately after receiving the
            court decision and regardless of any motion to stay the decision,
            appeal with respect to the decision or any other motion that may
            effect the court's decision.

                                       29

<PAGE>

6.4   The last portion of the Trust Money shall be paid to the Sellers according
      to their respective pro-rata portion including any interest accrued
      thereon, from the Closing Date until the date such last portion shall be
      paid.

6.5   In the event that the Company's Equity according to the Audited Financial
      Statements will be less than the Determined Sum and the Trust Money shall
      be insufficient to remedy such shortfall, then the Purchaser shall be
      entitled to one of the following, according to its full discretion (1)
      immediately terminate the Agreement and all sums. paid to the Sellers and
      the Trustee shall be immediately returned to the Purchaser, together with
      any accrued interest thereon, and the Acquired Shares will return to the
      Sellers (2) demand that the Sellers shall pay to the Purchaser such
      shortfall and if not paid within 10 days as of the demand, to terminate
      the Agreement and all sums paid to the Sellers and the Trustee shall
      be immediately returned to the Purchaser, together with any accrued
      interest thereon, and the Acquired Shares will return to the Sellers.

                                   Article 7:

                MANAGEMENT OF THE COMPANY AND TRANSFER OF SHARES

The Company and the Shareholders hereby undertake that the following procedures
shall be pursued by the Company and its shareholders as of the Closing and the
Articles of Association of the Company shall be amended to reflect the
provisions of this Article 7:

7.1   GENERAL MANAGERS

      (a)   The management of the business of the Company shall be vested with
            the General Meeting which may further exercise all such powers and
            do all such acts and things as the Company is authorized to exercise
            and do, and are not required by law or by the Articles to be done by
            the Company by action of another organ.

                                       30

<PAGE>

      (b)   The General Managers shall be appointed by the General Meeting.

      (c)   Decisions of the General Managers shall be made according to the
            Rules of internal procedure for the general managers the form of
            which is annexed herewith as EXHIBIT H.

      (d)   The Purchaser undertakes that as long as Alois or his Relative holds
            20% of the Company's outstanding securities and voting rights, and
            Alois did not reach the age of 65 years Alois shall remain General
            Manager. Thereafter and as long as Alois or his Relative holds 20%
            of the Company's outstanding securities and voting rights, the
            parties shall discuss in good faith if Alois shall remain General
            Manager or be appointed to the Advisory Board.

7.2   DIVIDEND

      Alois and the Purchaser hereby agree that:

      (a)   they shall make their best effort to enable the finalization of the
            Audited Financial Statements no later than within 3 month from the
            Closing Date.

      (b)   Subsequent to the Closing and no later than within 30 Business Days
            thereafter the Company shall distribute to the shareholders,
            according to their respective pro rata portion, a dividend for the
            year 2001 in the amount of 555,363 DM (283,953 Euro). It is hereby
            clarified that the distribution of dividend as herein stipulated
            might decrease the Company's Equity below the Determined Sum. The
            restrictions as set forth in Sec. 7.2 c) below shall not apply to
            the above- mentioned distribution.

      (c)   at the end of every fiscal year, after the approval of the audited
            financial statements of the relevant year, the Company shall
            distribute, as dividend, at least fifty percent (50%) of its profit
            after tax according to the audited financial statements, provided
            however, that subsequent to such distribution, the Company shall
            have cash balances of not less than one million two hundred and
            fifty thousand (1,250,000) German Marks (639,115 Euro).

                                       31

<PAGE>

7.3   INVESTMENT POLICY

      (a)   In the event the Company's Shareholders General Meeting should
            resolve that Investments are required since the Company does not
            have sufficient funds from its own resources and/or from external
            resources for the purpose of meeting its obligations and carrying on
            its business, the Company's shareholders undertake to provide
            financing to the Company, pro rata to their respective holdings in
            the Company. The Shareholders General Meeting shall determine in a
            simple majority whether the Investment shall be made by way of
            shareholders' loans or Guarantees on behalf of the Company (and the
            terms of such loans and Guarantees) or by way of investments in the
            equity of the Company. Shareholders loans shall bear the highest
            interest rate deductible for tax purposes.

      (b)   A decision with regard to investments in the equity of the Company
            according to sections 26-28 of the GmbHG (German Limited Liability
            Company Act) and only a decision according to the above-mentioned
            sections shall be resolved unanimously.

      (c)   In the event that the Shareholders General Meeting resolves, as set
            forth in Section 7.3 (a) above, that the Shareholders of the Company
            shall make an investment in the equity of the Company, such
            investment shall be made in the following manner: the Company's
            Equity shall be divided by the number of the Company's issued and
            outstanding capital and the quotient thereof shall be referred to
            herein as the "PLUG NUMBER". Thereafter, the investment amount as
            determined by the Shareholders General Meeting shall be divided by
            the Plug Number, and the quotient thereof shall be invested in the
            Company as share capital (the "INVESTMENT IN CAPITAL"). The
            investment amount as determined by the Shareholders General Meeting,
            minus the Investment in Capital, shall be invested by the
            Shareholders in the Company as premium on shares/capital. In case
            the Shareholders General Meeting shall decide on an equity
            Investment and a shareholder fails to provide his share, his
            holdings in the Company shall be diluted accordingly.

                                       32

<PAGE>

7.4   TRANSFER OF COMPANY'S SHARES: RIGHT OF FIRST REFUSAL

      Any transfer of shares in the Company shall be subject to a first refusal
      as set forth below.

      (a)   Any shareholder ("OFFEROR") wishing to sell, transfer, convey,
            assign or otherwise dispose of any shares of the Company ("OFFERED
            SHARES") shall first offer the Offered Shares for sale, on such
            terms and in such manner as hereinafter provided, to the other
            shareholders of the Company ("OFFER"). Same terms shall apply,
            mutatis mutandis, to any sale of shares of the Company pledged to
            the benefit of any person and/or entity and/or as a result of a lien
            thereon. Any purported transaction in the shares in violation of the
            provisions of this Article 7.4. shall be null and void, and the
            Company shall not recognize or give any effect thereto. Any transfer
            of shares under this Article 7.4. shall not be valid or effective
            without the transferee's respective assumption of any loan made by
            Offeror to the Company.

      (b)   The Offer shall be made in writing and shall be sent by registered
            mail to the Company and to each person or entity then notified to
            the Company as a shareholder of the Company ("OFFEREE/S").

      (c)   The Offer shall specify the number of the Offered Shares, their
            class, the name and address of a bona fide third party potential
            purchaser and the consideration per share and other material terms
            agreed by the Offeror and said purchaser.

      (d)   Each Offeree shall have a period of thirty (30) days from the date
            the Offer is sent thereto to notify the Offeror in writing
            ("ACCEPTANCE NOTICE") of its desire to accept the Offer and the
            percentage of the Offered Shares which it wishes to purchase in
            accordance therewith, which percentage shall not fall below the
            percentage that the number of shares of the Company held by each
            such Offeree on the date the Offer is sent constitutes out of the
            total number of shares of the Company then held by all of such
            Offerees ("PRO RATA SHARE").

                                       33

<PAGE>

      (e)   An Offeree who shall not have given an Acceptance Notice within the
            said 30 day period as aforesaid shall be conclusively deemed to have
            rejected the Offer. A partial, conditional or qualified acceptance
            of the Offer, other than as expressly permitted in the preceding
            paragraph, shall not be deemed an acceptance of the Offer.

      (f)   The closing of the transaction for the sale of the Offered Shares by
            the Offeror to the purchasing Offeree, if any, shall take place and
            be consummated forty five (45) business days following the date upon
            which the said period of acceptance of the Offer by all the Offerees
            expired. At such closing, the Offeror shall sell and transfer to the
            Offerees which served an Acceptance Notice their Pro Rata Share
            against payment of the consideration specified in the Offer.

      (g)   Should any of the Offered Shares be left after allocation among and
            transfer to Offerees given Acceptance Notice according to their Pro
            Rata Share ("LEFTOVER SHARES"), such Leftover Shares shall be
            allocated among those Offerees which requested in their Acceptance
            Notice to purchase in excess of their Pro Rata Share ("EXCESS"), on
            a basis calculated by dividing the Excess requested by each such
            Offeree by the aggregate Excess requested by all such shareholders,
            and sold thereto for the consideration specified in the Offer, at
            the same Closing.

      (h)   Notwithstanding anything to the contrary herein, in the event that
            by the end of the period specified in Article 7.4.(e) above, the
            Offeror shall not have received Acceptance Notices with respect to
            all of the Offered Shares, the Offeror shall be free to sell the
            Offered Shares under the same terms and conditions specified in the
            Offer, to the purchaser specified in the Offer, provided that the
            sale be consummated within the time period specified therein for the
            closing with such purchaser.

      (i)   Anything to the contrary notwithstanding, the transfer of shares to
            a Permitted Transferee (as hereinafter defined), shall not be
            subject to the restrictive provisions of this Article 7.4. set forth
            above provided however, that such Permitted Transferee shall assume
            the transferring shareholder's respective obligations and rights
            hereunder. For purposes hereof, a "PERMITTED TRANSFEREE" of a
            shareholder means (x) the spouse, parent, child or sibling of the
            respective shareholder, (y) a person or entity that is controlled by
            or controlling or under common control with the respective
            shareholder; the term "CONTROL" means the possession, directly or
            indirectly, of more than 50% of the voting power and the right to
            appoint more than 50% of the members of the Board of Directors and
            the right to receive more than 50% of the distributed profits. A
            Permitted Transferee which receives Company shares by virtue of its
            compliance with the terms of the definition under subsection (y)
            above, and thereafter ceases to comply with the terms of such
            definition, will return the shares so transferred to the transferor
            within 15 business days thereafter.

                                       34

<PAGE>

7.4.1 PURCHASE AND SALE OF ALOIS'S SHARES:

      PUT/CALL RIGHT

      (a)   At any time during a period of two (2) years after Alois's
            employment with the Company will terminate for any reason whatsoever
            but no longer than within ten (10) years from the Closing Date (the
            "OPTION PERIOD"), Alois shall have the right to require the
            Purchaser to purchase Alois's entire holdings in the Company
            ("ALOIS'S HOLDINGS") on the terms and conditions described herein
            (the "PUT RIGHT'). The basic purchase price for ALOIS'S HOLDINGS
            shall be: 24% multiplied by the Company's Value or by the Reduced
            Company's Value in the event that the Purchase Price was adjusted
            according to section 6.1 (a)-(b) (the "PUT/CALL BASIC PRICE"). In
            the event that Alois shall exercise the Put Right, the Put/Call
            Basic Price shall be adjusted, subject to section 7.4.1 (e) below in
            the following manner: the Put/Call Basic Price shall be increased by
            1% for every 1% increase, above a ratio of 23% between the Company's
            turnover and its profits before tax, according to the Company's last
            audited financial statement as of the date of Alois's employment
            termination with the Company. The Put/Call basic price shall be
            decreased by 1.25% for every 1% decrease below a ratio of 23%
            between the Company's turnover and its profits before tax, according
            to the Company's last (audited) financial statement as of the date
            of Alois's employment termination with the Company.

                                       35

<PAGE>

      (b)   At any time during the Option Period, the Purchaser shall have the
            right to require Alois or his Permitted Transferee, to sell Alois's
            Holdings to the Purchaser (the "CALL RIGHT"). In the event that the
            Purchaser shall exercise the Call Right, the Put/Call Basic Price
            shall be adjusted in the following manner: the Put/Call Basic Price
            shall be increased, subject to section 7.4.1 (e) below, by 1.5% for
            every 1% increase, above a ratio of 23% between the Company's
            turnover and its profits before tax, according to the Company's last
            (audited) financial statement as of the date of Alois's employment
            termination with the Company. The Put/Call basic price shall be
            decreased, subject to section 7.4.1(e) below, by 1% for every 1%
            decrease below a ratio of 23% between the Company's turnover and its
            profits before tax, according to the Company's last (audited)
            financial statement as of the date of Alois's employment termination
            with the Company.

      (c)   The Put Right and the Call Right may be exercised by delivering a
            written notice, certified by a notary public, of such Party's desire
            to exercise the Right (the "Option Notice"). The payment of the
            purchase price for Alois' Holdings shall be due within sixty (60)
            Business Days following the receipt of the Option Notice by the
            other party. Subject to the delivery of the Option Notice the
            selling party herewith assigns these shares and the purchasing party
            herewith accepts the assignment.

      (d)   Upon exercise of the Put or Call Right Alois' Holdings are
            automatically transferred to the purchasing party without further
            action. Alois warrants that his Holdingsshall be non-assessable,
            free and clear of all Liens and restrictions on transfer. Article 8
            shall apply.

      (e)   Notwithstanding the above, the Price for Alois's Holdings shall not
            be less than 1,080,000 DM and shall not exceed 1,800,000 DM. In the
            event that the Purchase Price was adjusted according to section 6.1
            (a)-(b) the above - mentioned numbers shall be adjusted accordingly.

                                       36

<PAGE>

      (f)   The Purchaser shall provide Alois with a comfort letter issued by
            Eltek Ltd., in the form annexed herewith as EXHIBIT L, to secure the
            payment due to Alois in the event of execution of the Put Right as
            stipulated above.

      (g)   Relatives of Alois shall have the Put Right pursuant to this Para.
            7.4.1. as well.

                                   Article 8:

                                 INDEMNIFICATION

8.1   INDEMNIFICATION

      Without derogating from any right or remedy available under applicable
      law, Sellers, jointly and severally, shall indemnify Purchaser against and
      shall hold him harmless from any and all damages, loss, liabilities and
      expenses (including, without limitation, reasonable expenses of
      investigation and reasonable attorneys' fees and expenses in connection
      with any claim action, suit or proceeding) ("DAMAGES") immediately and no
      later than three (3) Business Days, following the Purchaser written notice
      recounting his Damages, arising out of, based on or otherwise incurred or
      suffered by Purchaser or the Company in connection with (i) failure to
      perform any covenant or obligation of Sellers under this Agreement; (ii)
      any liability of the Company which has arisen prior to the Closing Date
      and has not been reflected in the Financial Statements; (iii) any
      liability of the Company which has arisen after the Closing Date but which
      stems prior to the Closing Date; (iv) the use, generation, storage,
      release, threatened release, discharge, disposal or presence of hazardous
      materials, prior to the Closing, on, under or about any properties owned
      or leased by the Company by any Person during the period that the Company
      was the legal or equitable owner of any properties owned or leased by the
      Company or which occurred prior to such time and was otherwise actually
      known by, or should have been known by, the Company. The obligation of the
      Company to indemnify the Purchaser and its officers, directors, partners,
      employees and agents and each other Person which controls the Purchaser or
      any of its partners shall specifically cover and include, without
      limitation, all fines and penalties imposed by federal, state or local
      authorities, costs of removing or neutralizing the hazardous materials,
      injury to the property adjoining any properties owned or leased by the
      Company, injury to persons living or working on or about any properties
      owned or leased by the Company or adjoining or otherwise affecting
      property, and all other indirect or consequential damages incurred by the
      Purchaser and its officers, directors, partners, employees and agents and
      each other Person.

                                       37

<PAGE>

8.2   All the parties hereto shall cooperate in the defense or prosecution
      thereof and shall furnish such records, information and testimony, and
      attend such conferences, discovery proceedings, hearings, trials and
      appeals, as may be reasonably requested in connection therewith.

8.3   (a)   Any investigation carried out by Purchaser and any information
            provided by the Sellers or the Company shall not discharge the
            Sellers in any way from their obligations herein.

      (b)   The Sellers acknowledge that their respective representations and
            warranties are material and the accuracy of the representation and
            warranties in all respects is essential for the Purchasers decision
            to enter into this Agreement.

      (c)   In case the Sellers shall breach one or more of the representations
            and warranties undertaken by them or any other of the Sellers
            obligations herein, the Purchaser may require, according to its sole
            discretion (the "Claim") that the Sellers: (i) within a reasonable
            period of time, however not later than 8 weeks following receipt of
            a written request, bring the Company or the Purchaser, as the case
            may be, to the position which would have existed prior to the
            breach. If the Sellers within this period of time did not comply
            with this request in a way satisfactory to the Purchaser or this
            proves to be impossible, then the Purchaser can claim relief; or
            (ii) pay to the Company such an amount of money necessary to
            adequately compensate the damages suffered by the Company due to the
            breach; and/or (iii) to pay to the Purchaser such an amount of money
            necessary to compensate the damages suffered by the Purchaser due to
            the breach.

                                       38

<PAGE>

8.4   TAX CLAUSE

      (a)   At the request of the Purchaser, the Sellers shall indemnify the
            Company for all additional Tax payments having their origin before
            the day hereof. This shall apply particularly to additional Tax
            payments due to incidents which have subsequently become known,
            especially hidden profit distributions and due to tax-driven
            investments. Additional taxes resulting from purely timing
            differences below Euro 51,129.19 (DEM 100,000) per year shall not
            give a right to claim indemnification.

      (b)   Claims resulting from this provision shall be subject to a
            limitation period of six months following the knowledge of Purchaser
            of the existence of a final and non-appealable assessment for the
            taxes and periods concerned; this shall not apply for tax fraud and
            gross negligent tax fraud.

                                   Article 9:

                                  MISCELLANEOUS

9.1   NOTICES.

      All notices, requests, demands, claims and other communications hereunder
      shall be in writing. Any notice or other communication hereunder shall be
      deemed duly given (i) if personally delivered, when so delivered, (ii) if
      mailed, ten (10) Business Days after having been sent by registered or
      certified mail, return receipt requested, postage prepaid and addressed to
      the intended recipient as set forth below, (iii) if given by facsimile,
      once such notice or other communication is transmitted to the facsimile
      number specified below and electronic confirmation is received, or (iv) if
      sent through an overnight delivery service in circumstances to which such
      service guarantees next day delivery, the day following being so sent:

                                       39

<PAGE>

IF TO SELLERS:

      ALOIS KUBAT

      Filsstrasse 3
      73326 Deggingen

      THOMAS KUBAT

      Nellinger Strasse 19
      73340 Amstetten

      HEIKE HEIDENREICH BORN KUBAT

      Filsstrasse 3
      73326 Deggingen

IF TO THE COMPANY:

      Kubatronik-Leiterplatten GmbH

      Karl-Benz-Strasse 13
      73312Geislingen

IF TO THE PURCHASER:

      EN-Eltek Netherlands 2002 B.V.
      Telestone 8 - Teleport
      Naritaweg 165
      1043 BW Amsterdam
      The Netherlands

Any party may change the address to which notices and other communications
hereunder are to be delivered by giving the other parties notice in the manner
herein set forth.

                                       40

<PAGE>

9.2   AMENDMENTS; NO WAIVERS.

      (a)   Subject to applicable law, any provision of this Agreement may be
            amended or waived if, and only if, such amendment or waiver is in
            writing and signed, in the case of an amendment, by all parties
            hereto, or in the case of a waiver, by the party against whom the
            waiver is to be effective.

      (b)   No waiver by a party of any default, misrepresentation or breach of
            warranty or covenant hereunder, whether intentional or not, shall be
            deemed to extend to any prior or subsequent default,
            misrepresentation or breach of warranty or covenant hereunder or
            affect in any way any rights arising by virtue of any prior or
            subsequent occurrence. No failure or delay by a party in exercising
            any right, power or privilege hereunder shall operate as a waiver
            thereof nor shall any single or partial exercise thereof preclude
            any other or further exercise thereof or the exercise of any other
            right, power or privilege. The rights and remedies herein provided
            shall be cumulative and not exclusive of any rights or remedies
            provided by law.

9.3   EXPENSES.

      Up to an amount of Euro 180,000, 76% of the aggregate of all costs and
      expenses (including legal and other advisory fees) incurred by the parties
      in connection with this Agreement and the transactions contemplated hereby
      shall be borne by Eltek and 24% of the aggregate shall be borne by the
      Sellers., The Company shall reimburse Purchaser and Sellers for their
      reasonable out of pocket legal and due diligence expenses exceeding Euro
      180,000 and incurred in connection with the purchase of the Acquired
      Shares hereunder, and completion of all other transactions contemplated
      under this Agreement. The Company shall bear the expenses incurred in the
      preparation of the Audited Financial Statements, the notary public fees
      and all taxes, duties and levies related to this Agreement and the
      consummation of the transaction contemplated hereby.

9.4   SUCCESSORS AND ASSIGNS.

      This Agreement shall be binding upon and inure to the benefit of the
      Parties and their respective, successors and permitted assigns. No party
      hereto may assign either this Agreement or any of its rights, interests or
      obligations hereunder without the prior written approval of each other
      party.

                                       41

<PAGE>

9.5   GOVERNING LAW.

      All matters relating to this Agreement shall be decided under the laws of
      Germany, without regard to its conflict of laws principles. Each of the
      parties hereto hereby submits to the exclusive jurisdiction of the
      competent courts sitting in Munich, Germany.

9.6   COUNTERPARTS; EFFECTIVENESS.

      This Agreement may be signed in any number of counterparts and the
      signatures delivered by facsimile, each of which shall be an original,
      with the same effect as if the signatures thereto and hereto were upon the
      same instrument

9.7   ENTIRE AGREEMENT.

      This Agreement and the attached Exhibits A to K constitute the entire
      agreement between the Parties with respect to the subject matter hereof
      and supersede all prior agreements, understandings and negotiations, both
      written and oral, between the Parties with respect to the subject matter
      of this Agreement (including without limitation the Memorandum of
      Understanding dated February 6, 2002 by the Parties). Neither this
      Agreement nor any provision hereof is intended to confer upon any Person
      other than the Parties hereto any rights or remedies hereunder.

      The captions herein are included for convenience of reference only and
      shall be ignored in the construction or interpretation hereof. All
      references to an Article or Section refer to this Agreement, and include
      all subparts thereof.

9.8   SEVERABILITY.

      If any provision of this Agreement, or the application thereof to any
      Person, place or circumstance, shall be held by a court of competent
      jurisdiction to be invalid, unenforceable or void, the remainder of this
      Agreement and such provisions as applied to other Persons, places and
      circumstances shall remain in full force and effect only if, after
      excluding the portion deemed to be unenforceable, the remaining terms
      shall provide for the consummation of the transactions contemplated hereby
      in substantially the same manner as originally set forth at the later of
      the date this Agreement was executed or last amended.

                                       42

<PAGE>

9.9   THIRD PARTY BENEFICIARIES.

      No provision of this Agreement shall create any third party beneficiary
      rights in any Person, including any Employee or former Employee of the
      Company or any affiliate thereof (including any beneficiary or dependent
      thereof).

9.11  JOINT AND SEVERAL. The Sellers representations, warranties, duties,
      obligations and undertakings under this Agreement shall be joint and
      several.

                                      *****

                                       43

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

Auf die Anlagen A-L und die Schedules     It is herewith referred to Exhibits
wird verwiesen; auf das Vorlesen der      A-L. and all Schedules; the reading
Anlagen Schedules 3.5, 3.10, 3.12 und     aloud of-Schedules 3.5, 3.10, 3.12 and
die Listen, die den Schedules 3.11 und    the lists annexed to Schedules 3.11
3.13 beigefugt sind, wird verzichtet;     and 3.13 is waived; these Exhibits
diese Anlagen wurden den Beteiligten      and Schedules have been submitted to
zur Kenntnisnahme vorgelegt und von       the parties for notice and were signed
ihnen auf jeder Seite unterschrieben.     on each page. All other Exhibits and
Alle anderen Anlagen wurden               Schedules were read aloud.
vorgelesen.

Vorstehende Niederschrift wurde vor       The minutes above were read out before
dem Notar vorgelesen, von den             the notary, approved by the Persons
Erschienenen genehmigt und von ihnen      present and signed by them and the
und dem Notar eigenhandig wie folgt       notary as follows:
unterschrieben:

ALOIS KUBAT

THOMAS KUBAT

                                       44

<PAGE>

HEIKE HEIDENREICH BORN KUBAT

KUBATRONIK-LEITERPLATTEN GMBH

BY:
-----------------------------

NAME:

TITLE:

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

EN-ELTEK NETHERLANDS 2002 B.V.

BY:
-----------------------------

NAME:

TITLE:

                                       45