The 1st Elmarit isn't bad but the Tele-Elmarit (TE) is sharper with slightly better overall contrast especially from f/4 on, super compact but the TE doesn't do well in harsh adverse lighting as it's a little flare prone. My advise is to consider the Konica Hexanon or Elmarit-M. The Elmarit-M is optically the best 90/2.8 out there but probably too sharp for pleasing portraits. The Hexanon wins overall: not overly sharp for pleasing portraits, superior contrast and flare resistance over earlier lenses, compact, less expensive than Leica glass and built to last. If money's no object, also consider the 80/2.8 Planar. It's a Rollei product with the Rolleiflex 80/2.8 Planar optic originally made for the VC Rollei 35 RF but rarity will likely make it expensive. I've heard it's a killer lens.