20-F











Exhibit 4.15  



AGREEMENT 



made and entered into on the 30 day
of June, 2008 (the “Effective Date”), by and among Mr. Michael
Oppenheimer, Israeli ID Number 005026042 (the “Seller”), and
Shamir Optical Industry Ltd., a company incorporated under the laws of the State of
Israel (the “Purchaser”), and Altra Trading GmbH, a company
incorporated under the laws of Germany (the “Company”). 



	WHEREAS 		the
Seller is a holder of (a) 49% the Company’s issued share capital (€1,431,617.20
on the Effective Date); (b) one (1) share of Altra Optik Sanayi Ve Ticaret Anonim
Sirketi, a subsidiary of the Company incorporated in Turkey (“Altra Turkey”);
and (c) €21,500 of the issued capital of Shamir Portugal, LDA., a subsidiary of
the Company registered in Portugal (“Shamir Portugal”, and together with
Altra Turkey the “Subsidiaries”) (all together: the “Shares”);
and  






	WHEREAS  		the
Purchaser is a holder of 51% of the Company's issued share capital; and 






	WHEREAS  		 the
Seller is interested in selling the Shares and the Purchaser desires to purchase the
Shares from the Seller, all on the terms and conditions set forth hereinafter in this
Agreement; and  






	WHEREAS 		the
Seller and/ Hanson Valley Inc., a company incorporated in the British Virgin Islands and
wholly owned by the Seller, has granted the Company shareholders loans from time to time
up to the total aggregate amount of €4,830,375 (four million eight hundred thirty
thousand three hundred seventy-five Euros) (the “Loans”), all bearing
annual interest of 4.9%;  






NOW, THEREFORE, THE
PARTIES HEREBY AGREE AS FOLLOWS: 



	1.  	Sale
of Shares. 






	 	1.1. 	Subject
and according to the terms and conditions of this Agreement, the Seller           hereby
to sell to the Purchaser and the Purchaser hereby purchases from the           Seller on
an “as is” basis the Shares against the payment detailed in           Section 1.2
of this Agreement (the “Purchase Price”), free           and clear of
all liens, mortgages, pledges, and obligations of any kind           whatsoever. 






	 	1.2. 	On
June 30, 2011, the Purchaser shall pay the Seller (along with the last
          repayment of the Loans, as detailed in Section 2.1.5 below) as follows: 






	 	                  1.2.1 	A
sum of(euro)23,000; and 






	 	1.2.2	An
amount equivalent to 20% of the total Net Profit of the Company for the fiscal years
ending on 31 December, 2008, 2009, and 2010, according to the audited consolidated
financial statements prepared in accordance with the Company’s customary practices
as approved by the Company.  






	 	
“Net
Profit” shall mean the Company’s consolidated net profit as determined in
its audited consolidated financial statement approved by the Company. 






	 	1.3. 	Notwithstanding
the provisions of Section 1.2.2 above, the parties hereto agree                that the
total aggregate payment detailed in Section 1.2.2 shall not in any                event
exceed €500,000 (E.g.: if the total net profits for the three years
determined above is €5,000,000, the payment shall be                €500,000). 
















	 	1.4. 	The
Seller hereby releases, subject to receipt of the consideration detailed in
               Section 1.2 above, the Company and the Purchaser (and their
shareholders,                officers, directors, employees, agents, and representatives,
respectively)                forever from any and all liability for claims, damages,
charges, interest                payments, suits, actions, demands and payments
whatsoever directly or indirectly                connected with the Shares. The Purchaser
undertakes to ensure replacement or                deletion of the Seller and/or any
personal or other undertaking existing in his                name regarding the Company
or its Subsidiaries with respect to the Shares. 






	2.  	Repayment
of Loans. 






	 	2.1. 	The
Company shall repay the Loans (which it received over the years as a
               shareholder, as detailed above), to the Seller or to Hanson Valley Inc.,
as the                case may be, as follows: 






	 	2.1.1. 	At
the time of Closing, as defined in Section 3.1 hereinafter, the Company
               shall pay the Seller the sum of €285,232 (two hundred eighty-five
thousand                two hundred thirty-two Euros), in respect of interest accrued on
the Loans up to                the time of Closing;  






	 	2.1.2. 	At
the time of Closing the Company shall pay the Seller part of the Loans in a
               sum of €1,230,594 (one million two hundred thirty thousand five
hundred                ninety-four Euros).  






	 	2.1.3. 	One
(1) year after the time of Closing (on June 30, 2009) the Company shall
               pay the Seller an additional part of the Loans in a sum of €1,207,594
(one                million two hundred seven thousand five hundred ninety-four Euros).  






	 	2.1.4. 	Two
(2) years after the time of Closing (on June 30, 2010) the Company
               shall pay the Seller an additional part of the Loans in a sum of €1,207,594
               (one million two hundred seven thousand five hundred ninety-four Euros).  






	 	2.1.5. 	Three
(3) years after the time of Closing (on June 30, 2011) the Company
               shall pay the Seller an additional part of the Loans in a sum of €1,184,594
               (one million one hundred eighty-four thousand five hundred ninety-four
Euros)                (full repayment of the Loans).  






	 	2.2. 	It
is hereby agreed among the parties that at the time of payment of each one of
               the payments specified in Sections 2.1.3-2.1.5 above, the Company
shall pay                the Seller the annual interest (4.9%) accrued in respect of the
balance of the                principal of the Loans. 






	 	2.3. 	To
avoid any doubt, any delay in the times determined in                Sections 2.1.3-2.1.5
above in payment of the Loans and/or the Interest,                shall bear interest at
the annual rate of 4.9%. 






	 	2.4. 	Notwithstanding
the above, the Company may pay the Seller any part of the                remainder of the
Loans time and/or their interest with respect thereto, prior to                the times
determined in Section 2.1 above, at its sole discretion, after giving
               prior written notice of seven (7) days. 






	 	2.5. 	The
Purchaser shall guarantee the Company’s full repayment of the Loans to
               the Seller. 






	 	2.6. 	It
is agreed among the parties that to the extend that the Purchaser holds less
               than 51% of the Company’s issued share capital, the balance of the
Loans                which has not yet been paid and the interest in respect thereof,
shall be                immediately payable to the Seller by the Company. 






	 	2.7. 	Subject
to the receipt of the Loans and interest thereon in full, the Seller
               hereby forever releases the Company and the Purchaser (and their
shareholders,                officers, directors, employees, agents, and representatives,
respectively) from                any and all liability for claims, damages, charges,
interest payments, suits,                actions, demands and payments whatsoever
directly or indirectly connected with                the Loans and/or the interest
thereon. The Purchaser undertakes to ensure the                replacement and/or
deletion of the Seller from any personal and/or other                guarantees existing
in his in respect of the Company and/or its Subsidiaries in                respect of the
Loans. 






2









	3.  	Time
of Closing and Closing Activities. 






	 	3.1. 	Time
of Closing. The closing of the transactions specified hereinafter
               shall take place at the offices of the Purchaser, on June 30, 2008 (the
               “Time of Closing”). 






	 	3.2. 	Closing
Transactions. At the Time of Closing, the activities detailed
               hereinafter shall take place, shall be considered as taking place
               simultaneously, and no activity shall be considered to have been completed
and                no document shall be considered delivered until all these activities
have been                completed and all the required documents delivered, as specified
hereinafter: 






	 	3.2.1. 	The
Seller and the Purchaser shall sign a valid share transfer deed in respect
               of transfer of the shares in the Company to the Purchaser, in the form
attached                to this Agreement as Schedule 3.2.1. 






	 	3.2.2. 	The
Seller and the Purchaser shall sign a valid share transfer deed in respect
               of transfer of the Sellers shares in Company’s Subsidiaries to the
               Purchaser, in the form attached to this Agreement as Schedule 3.2.2.  






	 	3.2.3. 	The
Seller shall submit letters of resignation from the Board of Directors of
               Altra Turkey and from the Board of Directors of the Company, in the form
               attached to this Agreement as Schedule 3.2.3.  






	 	3.2.4. 	The
Purchaser shall submit to the Seller a duly signed guarantee for the
               repayment of the Loans by the Company, in the form attached to this
Agreement as Schedule 3.2.4.  






	 	3.2.5. 	The
Seller and the consulting company owned by it shall sign a Letter of Waiver
               and Release, in the form attached hereto as Schedule 3.2.5.  






	 	3.2.6. 	The
Company shall furnish the Seller documentation attesting to transfer to the
               bank account to which the Purchaser instructed that the payments specified
in                Sections 2.1.1-2.1.2 above be transferred.  






	4.  	Undertakings.






	 	
The
parties to this Agreement undertake to sign any document and to take any reasonable
measure required and insofar as required for realizing the transfer of the Shares, ,to
register transfer of the Shares in the name of the Purchaser, all in accordance with the
law and/or applicable legislation.  






	5.  	Representations
and Undertakings of the Parties.






	 	5.1. 	Each
one of the parties to this Agreement hereby represents and undertakes to           the
other party, that all actions on its part necessary for the authorization,
          signature, delivery and implementation of this Agreement and the activities
          specified herein have indeed been done, and that this Agreement shall
constitute           the valid and legally binding obligations of each one of the
parties. 






	 	5.2. 	Seller
hereby represents and undertakes to the Purchaser that he is the sole           lawful
owner of the Shares and that the Shares are free and clear of any liens,
          claims, pledges, mortgages, charges, encumbrances, rights of first refusal or
          preemptive rights, or any other rights of any third party. 






	 	5.3. 	The
parties hereto acknowledge and agree that no representations and           undertakings
are made with respect to the Shares, the repayment of the Loans           and/or the
activities specified in this Agreement, save for the representations           and
undertakings specified in this Section 5. 








	6.  	Miscellaneous.






	 	6.1. 	Taxes.
Each party will the full payment of the taxes applicable to it           according to any
law and regulation. In addition, each party shall submit, on           its own account,
all the tax returns required and any other documentation           regarding all the
taxes and/or levies that each party must bear according to the           terms of this
Agreement, to the extent required according to the law and           applicable
legislation, insofar as applicable. Without derogating from the           above, to the
extent any payment to the Seller according to Sections 1 and           2 of this
Agreement is subject to a withholding tax at source liability           according to the
applicable law, the Purchaser shall address the Seller in order           to issue it a
confirmation of withholding tax at source, insofar as required,           and shall act
according to the confirmation. 






3









	 	6.2. 	Successors
and Assigns. Except as otherwise warranted herein, the terms           and conditions
of this Agreement shall inure to the benefit of and be binding           upon the
respective successors and assigns of the parties (including transferees           of any
Shares). Neither party may transfer this Agreement or any one of the           rights or
obligations hereunder without the prior written consent of the other           parties.
Nothing in this Agreement, express or implied, is intended to confer           upon any
third party, other than the parties mentioned above in this Agreement,           or their
respective successors and assigns, any rights, remedies, obligations or
          liabilities unless warranted specifically in this Agreement. 






	 	6.3. 	Governing
Law and Jurisdiction. This Agreement shall be construed           according to the
laws of the State of Israel. Each of the parties hereto           irrevocably consents to
the sole and exclusive jurisdiction and venue of the           competent courts of Tel
Aviv, in connection with any matter based on or           emanating from this Agreement
or the matters contemplated herein. 






	 	6.4. 	Titles
and Captions. The titles and captions used in this Agreement are           used for
convenience in reading only, and shall not alter the interpretation of           this
Agreement. 






	 	6.5. 	Amendments
and Waivers. Any term of this Agreement may be amended or           waived (either in
future or retroactively, either generally or in a specific           instance) only with
the written consent of all of the parties hereto. 






	 	6.6. 	Nullification
and/or Unenforceability. The parties declare that their           joint intention is
that implementation of all their undertakings according to           this Agreement shall
be subject to and in accordance with the provisions of any           law. In the event
that it becomes clear that any one of the provisions of this           Agreement is void
or unlawful for any reason, each party may notify the other           that
notwithstanding this fact, the Agreement shall be deemed wholly valid,           except
for the void, unlawful or unenforceable provision, as if this provision           were
never included, all on condition that the said provision is not a material
          provision of this contract. 






	 	6.7. 	Entire
Agreement. This Agreement, the schedules and the documents           referred to
herein constitute the entire agreement among the parties and no           party shall be
liable or bound to any other party in any manner by any           undertakings or
representations, except for the undertakings and representations           specifically
set out in this Agreement. 






        IN
WITNESS WHEREOF, the parties have executed this Share Purchase Agreement on the
Effective Date above, as follows: 




		
		
		
		
		
	______________________________________
 Shamir Optical Industry Ltd. 	______________________________________
 Mr. Michael Oppenheimer 






Name: 

Title:


		
		
		
		
		
	______________________________________
 Altra Trading GmbH  	











Name:

Title: 






4


















Schedule 3.2.1  



SHARE TRANSFER DEED 



JUNE 30, 2008 



        For
consideration received, MR. MICHAEL OPPENHEIMER (the “Transferor”)
transfers to SHAMIR OPTICAL INDUSTRY LTD. (the “Transferee”), 49% of the
registered capital of ALTRA TRADING GMBH, a German private company (the
“Company”), to be held by the Transferee, its executors, administrators,
and assigns, subject to the several conditions on which the Transferor held the
Company’s shares at the time this document was signed; and the Transferee agrees to
accept the Company’s shares from the Transferor on such terms. 



        IN
WITNESS WHEREOF, the Transferor and the Transferee have executed this Share Transfer
Deed as of the date first above written. 





		
		
		
		
		
	TRANSFEREE:	TRANSFEROR:
	 
	SHAMIR OPTICAL INDUSTRY LTD.



By:      _________________ 	MR. MICHAEL OPPENHEIMER



_________________ 










Name:

Title: 




5











Schedule 3.2.2  



SHARE TRANSFER DEED 



JUNE 30, 2008 



        For
consideration received, MR. MICHAEL OPPENHEIMER (the “Transferor”)
transfers to SHAMIR OPTICAL INDUSTRY LTD. (the “Transferee”), one (1)
share of ALTRA OPTIK SANAYI VE TICARET ANONIM SIRKETI, a Turkish private company (the
“Company”), to be held by the Transferee, its executors, administrators, and
assigns, subject to the several conditions on which the Transferor held the Company’s
shares at the time this document was signed; and the Transferee agrees to accept the
Company’s shares from the Transferor on such terms.  



        IN
WITNESS WHEREOF, the Transferor and the Transferee have executed this Share Transfer
Deed as of the date first above written. 





		
		
		
		
		
	TRANSFEREE:	TRANSFEROR:
	 
	SHAMIR OPTICAL INDUSTRY LTD.



By:      _________________ 	MR. MICHAEL OPPENHEIMER



_________________ 






Name:

Title: 



6















Schedule 3.2.2  



SHARE TRANSFER DEED 



JUNE 30, 2008 



        For
consideration received, MR. MICHAEL OPPENHEIMER (the “Transferor”)
transfers to SHAMIR OPTICAL INDUSTRY LTD. (the “Transferee”), Euro 21,500
of the registered capital of SHAMIR PORTUGAL, LDA., a private company incorporated under
the laws of Portugal (the “Company”), to be held by the Transferee, its
executors, administrators, and assigns, subject to the several conditions on which the
Transferor held the Company’s shares at the time this document was signed; and the
Transferee agrees to accept the Company’s shares from the Transferor on such terms. 



        IN
WITNESS WHEREOF, the Transferor and the Transferee have executed this Share Transfer
Deed as of the date first above written. 






		
		
		
		
		
	TRANSFEREE:	TRANSFEROR:
	 
	SHAMIR OPTICAL INDUSTRY LTD.



By:      _________________ 	MR. MICHAEL OPPENHEIMER



_________________ 






Name:

Title: 



7









Schedule 3.2.3  



June 30, 2008 



To: 



ALTRA OPTIK SANAYI VE
TICARET ANONIM SIRKETI (the “Company”)  



Re: Letter of Resignation  



        I,
the undersigned, hereby submit to the Company my resignation from its board of directors.
My resignation shall become effective as of the date hereof. 



        I
hereby release the Company and its directors, officers, employees and representatives from
any and all actions, debts, claims, counterclaims, demands, liabilities, damages, causes
of action, costs, expenses, and compensation of every kind and nature whatsoever, in law
or in equity, which I or anyone on my behalf now have or at any time heretofore have had
against the Company including, without limitation, any claims related in any way to
matters that might arise out of my prior relationship with the Company and the termination
hereof. 



Yours sincerely, 



Michael Oppenheimer 




8










Schedule 3.2.4  



June 30, 2008 



To: 



Mr. Michael Oppenheimer  



Dear Sir, 



Re: Guarantee to
Repayment of Loans  



        We,
Shamir Optical Industry Ltd. (“Shamir”), pursuant the terms and
conditions of the Share Purchase Agreement dated June __, 2008 (the “Share
Purchase Agreement”), by and between you, Shamir and Altra Trading GmbH (the
“Company”), hereby undertake as follows: 



	 	1. 	To
procure the repayment by the Company to you of the shareholders loans you
               have granted the Company from time to time in the total aggregate amount
of Euro                4,996,000 (four million and nine hundred and ninety six thousand),
all bearing                interest of 4.9% (the “Loans”), as and when
they properly fall                due according to the terms and conditions of the Share
Purchase Agreement. 






	 	2. 	In
the event that the Company shall not repay the Loans as set forth in the
               Share Purchase Agreement, Shamir irrevocably undertakes to pay you any due
to                you at that time according to the instructions of the Share Purchase
Agreement,                but not exceeding the total unpaid amount of the Loans. 






	 	3. 	Payment(s)
will be effected within seven (7) business days (“business                days” being
days on which banks are open for business in Israel) upon                receipt of your
first written demand at our offices in Kibbutz Shamir, and will                be made to
an account notified to us in said written demand. 






	 	4. 	Our
obligations under this guarantee will immediate terminate upon the full
               repayment of the Loans by the Company or by us. After such date this
guarantee                shall become null and void. 






	 	5. 	In
case of partial repayment(s) our obligation under this guarantee shall be
               reduced according to the paid amount(s). 






	 	6. 	Please
return this guarantee letter to us upon the full repayment of the Loans. 






	 	7. 	This
guarantee is subject to shall be governed by and construed under the laws
               of the State of Israel and the exclusive jurisdiction and venue of the
competent                courts of Tel Aviv. 






Sincerely, 



Shamir Optical Industry
Ltd. 






9













Schedule 3.2.5  



June 30, 2008 



To: 



Shamir Optical Industry
Ltd.  



Dear Sirs, 



Re: Letter of Waiver and
Release  



We, the undersigned, hereby,
collectively and individually, acknowledge, declare and confirm the following: 



	 	1. 	We
sign this document of our free will and after being made fully aware of all
                    our rights. We understand that this document is a legally binding
document.                     Prior to signing this document, we have read it carefully
and we have consulted                     with such experts, including legal counsel, as
we have deemed appropriate. 






	 	2. 	We
hereby acknowledge and agree that we are not entitled to any consideration
                    and/or compensation and/or right or benefit of any kind whatsoever
from Shamir                     Optical Industry Ltd. (the “Company”),
and/or its fully or                     partly owned subsidiaries (the “Subsidiaries”),
on any grounds                     whatsoever including, without limitation, pursuant to
the Service Agreement                     dated August 5, 2002, as amended from time to
time (“Service                     Agreement”), except of the
consideration in accordance with the Share                     Purchase Agreement between
the parties thereto, dated June___, 2008 (“Share Purchase Agreement”). 






	 	3. 	Without
derogating from the above, and to the extent applicable, we do not have
                    any claim against or demand upon the Company and/or its Subsidiaries
(and their                     respective shareholders, officers, directors, employees,
agents, representatives                     and successors), and we hereby release the
Company and/or its Subsidiaries (and                     their respective shareholders,
officers, directors, employees, agents,                     representatives and
successors) from any and all obligations towards us arising                     out of
any agreement or custom or on by virtue of any other grounds. Neither we
                    nor any person acting in our name or as our representative shall in
the future                     make any claim against or demand the Company and/or its
Subsidiaries (and their                     respective shareholders, officers, directors,
employees, agents, representatives                     and successors) arising out of or
in connection with any matter related to the                     Service Agreement. 






	 	4. 	We
shall not commence, participate in or voluntarily provide assistance in
                    connection with any grievance, action, suit or proceeding against the
Company                     and/or its Subsidiaries before any court, administrative
agency or other                     tribunal, nor shall directly or indirectly encourage
any other person to engage                     in any such activities. 






	 	5. 	We
are fully aware of all of our rights and we acknowledge, declare, confirm and
                    agree to all that is stated above. 








		
		
		
		
		
	____________________________________
Lenshouse Ltd. 	____________________________________
Mr. Michael Oppenheimer 






10