Exhibit 4.20

SHARE PURCHASE AGREEMENT

THIS
SHARE PURCHASE AGREEMENT (this Agreement)
made as of the __ day of September, 2002, by and between Robomatix
Technologies Ltd., a public Israeli company (the Seller)
and SPL Software Ltd., an Israeli company (the Purchaser).

W I T N E S S E T H
:

WHEREAS,
the
Seller holds 1,442,666 Ordinary Shares of Robomatix (Israel) Ltd. (the Company), and 480,000 Ordinary A shares of
the Company constituting all of the issued and outstanding share capital of the
Company; and

WHEREAS,
the Seller desires to sell all of his shares in the Company to the Purchaser on
the terms and conditions set forth in this Agreement; and

WHEREAS,
the Purchaser desires to purchase all of the Sellers shares in the Company
pursuant to the terms and conditions set forth in this Agreement.

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

1.       Sale
of the Sellers Shares.

1.1       Subject to
the terms and conditions hereof, at the Closing (as defined in Section 2.1
below), the Seller shall sell to the Purchaser, and the Purchaser shall
purchase from the Seller, an aggregate of 1,442,666 Ordinary Shares of the
Company, nominal value NIS 1.00 each and 480,000 Ordinary A Shares of the
Company, nominal value NIS 1.00 each (the
Sellers Shares), at an
aggregate purchase price of NIS 2,700,000 (the Purchase Price). The
Purchase Price will be paid by the Purchaser in three (3) installments as
follows:

| | (a) | An amount of NIS 900,000 will be paid at
  the Closing;                                                                                                                                         
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| | (b) | An amount of NIS 900,000, linked to the
  Israeli Consumer Price Index as of the Closing date until the actual payment
  date, will be paid in the first anniversary of the Closing;            
| | (c) | An additional amount of NIS 900,000, linked
  to the Israeli Consumer Price Index as of the Closing date until the actual
  payment date, will be paid in the second anniversary of the Closing.

1.2       After
giving effect to the purchase of the Sellers Shares, all of the issued and
outstanding share capital of the Company shall be held by the Purchaser.

2.       Closing
of Sale and Purchase of the SellersShares.

2.1       Closing.
The purchase of the Sellers
Shares by the Purchaser and the registration of such transfer of the Shares in
the name of the Purchaser in the share register of the Company, shall take
place at a closing to be held at a time and place mutually agreed upon by the
parties (the Closing).

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2.2       Transactions at the Closing.  At the Closing, the following transactions shall occur, which
transactions shall be deemed to take place simultaneously and no transaction
shall be deemed to have been completed or any document delivered until all such
transactions have been completed and all required documents delivered:

2.2.1      The
Seller shall deliver (or cause the Company to deliver) to the Purchaser the
following documents:

(a)     True
and correct copies of the resolutions of the Companys Board of Directors and
Shareholders in the form attached hereto as Schedule 2.1.1(a)(1) and
2.1.1(a)(2) approving the transfer of the Sellers Shares from the Seller
to the Purchaser, together with a duly completed notice of such transfer to the
Israeli Registrar of Companies;

(b)     A
validly executed share transfer deed in respect of the Sellers Shares
in the form attached hereto as Schedule 2.1.1(b);

(c)     A
validly executed share certificate covering the Sellers Shares, issued in the
name of the Purchaser, in the form attached hereto as Schedule 2.1.1(c);

(d)     True
and correct copies of the resolutions of the Sellers Board of Directors, Audit
committee and Shareholders in the form attached hereto as Schedule
2.1.1(d)(1), 2.1.1(d)(2) and 2.1.1(d)(2) authorizing the execution,
delivery and performance by the Seller of this Agreement and the
transfer of the Sellers Shares from the Seller to the Purchaser;

2.2.2      The
Purchaser shall cause the transfer to the Seller of the purchase price payable
in respect of the Purchasers Shares, by wire transfer in accordance with
written instructions provided by Seller.

2.2.3      The
Seller shall transfer the Sellers Shares to the Purchaser free and clear of
any liens, claims, encumbrances or third party rights of any kind.

3.       Representations
and Warranties of the Seller.  The
Seller hereby represents and warrants to the Purchaser, and acknowledges that
the Purchaser is entering into this Agreement in reliance thereon, as follows:

3.1       Organization.  The Company is duly organized, validly
existing under the laws of the State of Israel, and has full corporate power
and authority to own, lease and operate its properties and assets and to
conduct its business as now conducted and as proposed to be conducted. The
Company has all requisite power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. Copies of the
Memorandum and Articles of Association of the Company as in effect on the date
hereof are attached hereto as Schedule 3.1(the Corporate Documents).

3.2       Share
Capital.  The registered share
capital of the Company immediately prior to the Closing shall be NIS 1,925,000
divided into 1,445,000 Ordinary Shares of a nominal value of NIS 1.00 each and
480,000 Ordinary A Shares of a nominal value of NIS 1.00 each (the Ordinary Shares), of which 1,922,666 are
issued and outstanding. Except for the transactions contemplated by this
Agreement and in the Companys Articles of Association, there are no other
share capital, rights of first refusal, or other rights to subscribe for,
purchase or acquire from the Seller any share capital of the Company. All
issued and outstanding share capital of the Company were duly authorized, and
are validly issued and outstanding and fully paid and non-assessable. The
Sellers Shares, when transferred in accordance with this Agreement, will be
free of any rights of first refusal, and will have the rights, preferences,
privileges, and restrictions set forth in the Corporate Documents, and will be
free and clear of any liens, claims, encumbrances or third party rights of any
kind and duly registered in the name of the Purchaser in the Companys share
transfer register.

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The Company
does not have or maintain any share incentive plan, share option plan, profit
sharing plan, or other similar arrangement for the benefit of any of its
employees, officers, directors, consultants and advisors.

3.3       Ownership
of Shares. The Seller is the lawful owner, beneficially and of record, of
all of the issued and outstanding share capital of the Company and of all
rights thereto, free and clear of all liens, claims, charges, encumbrances,
restrictions, rights, options to purchase, proxies, voting trust and other voting
agreements, calls or commitments of every kind, and it has no other rights to
subscribe for, purchase or acquire any share capital of the Company from the
Company.

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

3.5       Directors.  The director of the Company is Mr. Ariel
Levi. The Company has no agreement, obligation or commitment with respect to
the election of any individual or individuals to the Board of Directors and
there is no voting agreement or other arrangement among the Companys
shareholders.

3.6       Financial
Statements. The Company has furnished the Purchasers with a financial
report for the period ended December 31, 2001 (the Financial Statements). The Financial Statements, a copy of
which are attached hereto as Schedule 3.6,
are true, complete, accurate and correct in all material respects, are in
accordance with the books and records of the Company and have been prepared in
accordance with Israeli generally accepted accounting principles (GAAP). Except as set forth in Schedule 3.6A, since December 31, 2001
(the Financial Statements Date)
the Company has been operated in the ordinary and usual course of business.

3.7       Authorization;
Approvals.  All corporate action on
the part of the Company and all action on part of the Seller necessary for the
transfer of the Sellers Shares to the Purchaser have been (or will be) taken
prior to the Closing. No consent, approval, order, license, permit or, action
by any governmental authority on the part of the Company is required that has
not been, or will not have been, obtained by the Company prior to the Closing
in connection with the valid execution, delivery and performance of this
Agreement.

3.8       Compliance
with Other Instruments.  The Company
is not in default (a) under its Corporate Documents or under any material
contract or agreement to which the Company is a party or by which it is bound
or (b) with respect to any existing Israeli law, which default, in any
such case, would materially adversely affect or in the future is reasonably
likely to materially adversely affect the Companys business condition.

3.9       No
Breach.  Neither the execution and
delivery of this Agreement nor compliance by the Company with the terms and
provisions hereof, will conflict with, or result in a breach or violation of,
any of the terms, conditions and provisions of: (i) the Companys
Corporate Documents, (ii) any Israeli law, or (iii) any agreement,
contract, lease, license or commitment to which the Company is a party.  Such execution, delivery and compliance will
not give to others any rights, including rights of termination, cancellation or
acceleration, in or with respect to any agreement, contract or commitment
referred to in this paragraph, or to any of the properties of the Company.

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3.10       Records.  A
copy of the minute books of the Companyattached hereto asSchedule 3.10, contains minutes of all meetings and all actions by written consent of
the Companys Board of Directors (and any committee thereof) and the Companys
stockholders since the date of incorporation and accurately reflects all
actions by the directors (and any committee of directors) and stockholders with
respect to all transactions referred to in such minutes.

3.11       Ownership
of Assets.  The Company does not own
or lease any real property, except as set forth in Schedule 3.11 hereto. The Company has
good and marketable title to all of the tangible properties and assets that it
purports to own, and they are not subject to any mortgage, pledge, lien or
charge.  The Seller does not own, hold
or posses any property that the Company purports to own.

3.12       Taxes.  The
Financial Statements reflect (in accordance with Israeli GAAP) all taxation for
which the Company was then or thereafter became or may hereafter become liable
or accountable in respect of or by reference to any income, profit, receipt,
gain, transaction, agreement, distribution, or event which earned, accrued,
received, realized, entered into, paid or made on or before the Closing, and
the Company promptly paid or fully provided in its books of account for all
taxation for which it has or may hereafter become liable or accountable for in
the period from the date of incorporation to the Closing.  To the best of its knowledge, the Company
has at all times and within the requisite time limits, promptly, fully and
accurately observed, performed and complied with all obligations or conditions
imposed on it or to which any claim, deduction, allowance or relief made,
claimed by or afforded to it was made, subject under any legislation relating
to taxation. The Company has not made any elections under applicable laws or
regulations relating to taxation (other than elections that related solely to
methods of accounting, depreciation or amortization) that would have a material
adverse effect on the business as currently being conducted, properties,
prospects or financial condition of the Company.  Except as provided under Schedule 3.18, the
Company is not currently liable for any tax (whether income tax, capital gains
tax, VAT taxes or otherwise).  The
amount shown on the Financial Statements as provision for taxes is sufficient
to pay all accrued and unpaid federal, state, local and foreign taxes for the
period then ended and all prior periods. 
Except as provided under Schedule
3.18, the Company 
has timely filed all tax returns and reports which are required to be
filed by it on or prior to the date of the Closing,  and such
returns are true and correct.  The tax
returns of the Company have not been audited by governmental authorities,
and no controversy with respect to taxes of any type is pending or, to the
Companys knowledge, threatened.  The
Company has withheld or collected from each payment made to each of its
employees the amount of all taxes (including, without limitation, under Israeli
income tax and National Security Law,) required to be withheld or collected
therefrom, and has timely paid the same to the proper tax receiving officers or
authorized depositories.

As of December 31, 2001, the Company has
accrued tax losses resulting from its business activities, in the total amount
of  NIS ______________.

3.13       Liabilities.
The Company has no liabilities to any third party.

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3.14       Litigation.
No action, proceeding or governmental inquiry or investigation is pending or,
to the Sellers best knowledge, threatened against the Company or any of its
officers, directors, or employees (in their capacity as such), before any
court, arbitration board or tribunal or administrative or other governmental
agency, nor is there any material basis for the foregoing. Neither the Company
nor the Seller is a party to or subject to the provisions of any order, writ,
injunction, judgment or decree of any court or governmental agency or
instrumentality.

3.15       Employees.
The Company has ceased to employ employees and does not have any obligations
regarding employer  employee relationship.

3.16       Outstanding
Debt. The Company has no outstanding loans and debts, and is not a
guarantor to any debt or obligation.

3.17       Contracts
and other Commitments.

(a)         The
Company is not a party to and is not bound by any agreement, lease, contractual
obligation or commitment of any kind whatsoever, or proposed transaction, written
or oral, absolute or contingent. Furthermore, the Company is not a party to any
negotiation with a view to executing any agreement, contractual obligation or
commitment and no proposed transaction exists.

All
aforesaid agreements, obligations and commitments are in full force and effect,
and, to the best of its knowledge, the Company is not in default under any of
them, nor is the Company aware of any breach by any other party thereto or of
any possible premature termination of any of them.

There is no
third party in default under any agreement, contract or other instrument,
document, or arrangement to which the Company is a party or which affects it or
any of its property.

3.18       Related
Parties Transactions.Except as otherwise explicitly provided herein and
under Schedule 3.18, no
employee, officer, stockholder or director of the Company or member of his/her
immediate family or affiliate of the Company is indebted to the Company, nor is
the Company indebted (or committed to make loans or guarantee credit) to any of
them.

3.19       Permits and Licenses.  
The Company has obtained any and all licenses, permits and any similar
authority required for the conduct of its business as is now being conducted by
it, and as proposed to be conducted. To the best of its knowledge, the Company
is not in default under any of such licenses, permits and any similar
authority.

3.20       Bank Accounts; Powers of Attorney.  Schedule 3.20sets forth a complete and accurate list of: (a) all bank accounts
maintained by or on behalf of the Company, including the location and account
numbers of all such accounts, (b) the names of all persons or entities
authorized to take action with respect to such accounts or who have access
thereto, and (c) the names of all persons or entities holding general or
special powers of attorney from the Company, and copies or a summary statement
of the terms thereof.

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3.21       Intellectual
Property Rights. The Company has an unrestricted ownership right and title
to, or has obtained the right to use, free and clear of all liens, claims and
restrictions (and, with respect to the right to use  to the Companys best
knowledge, it will be able to obtain such right without substantial financial
burden), all patents (and all pending applications for such), trademarks,
service marks, trade names, (whether registered or not, and all pending
applications for registration of the same), copyrights, trade secrets, technical data and information, research
records, engineering specifications and drawings, formulas, customer lists,
supplier lists and market analyses, computer programs, including without
limitation, computer programs embodied in semi-conductor chips or otherwise
embodied, and related float charts, program notes, updates and data, whether in
object or source code form and semiconductor chip design, whether registered as
mask works or topographies or not, know-how, technology, processes, works of
authorship, designs and inventions and any and all intellectual and proprietary
rights that are used by the Company in, or necessary for, its business as
conducted and as proposed to be conducted (collectively, the Intellectual Property), all, to the best
knowledge of the Company, without infringing upon, conflicting or otherwise
acting adversely to the right of any third party, including without limitation,
past and present employees and employers of such employees (for the avoidance
of doubt, the founders of the Company are or were employees of the Company). Schedule 3.21contains a true and complete list of all registered intellectual
property rights of the Company and applications for the registration
thereof.

The Company
has not transferred, disposed of, pledged or otherwise granted to any third
party any right, option or license with respect to the Intellectual Property,
and all of its rights, title and interest in the Intellectual Property and with
respect thereto, are free and clear of any third party right whatsoever.

Except as
provided underSchedule 3.21,
the Company is not obligated or under any liability whatsoever to make any
payments by way of royalties, fees or otherwise to any owner or licensee of, or
other claimant to, any patents, trademarks, service marks, trade names,
copyrights, trade secrets, or other intellectual and/or proprietary rights with
respect to the use thereof or in connection with the conduct of the Companys
business as conducted and as proposed to be conducted.

To the best
knowledge of the Company, none of the activities or business conducted by the
Company or proposed to be conducted by the Company infringes, violates or
constitutes a misappropriation of any intellectual property right or other
right of any person or entity, and the Company has not received any
communications alleging, and to the best of its knowledge there are no
threatened allegations, that the Company has violated or, by conducting its
business as proposed, would violate any of the patents, trademarks, service
marks, trade names, copyrights, trade secrets, or other intellectual and/or
proprietary rights of any other person or entity.

The Company
is not aware of any third partys infringement or violation of the Companys
rights with respect to the Intellectual Property.

The Company
has taken adequate security measures to protect the secrecy, confidentiality, value
of, and the Companys ownership rights in and
to the Intellectual Property. 
Without derogating from the aforesaid, each

3.22       Full
Disclosure.  The Company has fully
provided the Purchaser with all the information that the Company believes is
reasonably necessary to enable such Purchaser to make the  decision to purchase the Seller Shares. The
Company confirms that the representations and warranties set forth in this
Section 3 fully and accurately reflect the condition and state of the Company
with regard to the matters referred to therein, and that neither this Agreement
nor any certificate made or delivered in connection herewith contains any
untrue statement of a material fact or omits to state a material fact necessary
to make the statements herein or therein not misleading, in view of the circumstances
in which they were made.

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4.       Representations
and Warranties of the Purchaser. 
The Purchaser hereby represents and warrants to the Seller as follows:

4.1       Enforceability.  This Agreement when executed and delivered
by the Purchaser, will constitute the valid, binding and enforceable
obligations of the Purchaser.

5.       Conditions
of Closing of the Purchaser.  The
obligations of the Purchaser to purchase the Sellers Shares and transfer the
applicable purchase price at the Closing are subject to the fulfillment at or
before the Closing of the following conditions precedent, any one or more of
which may be waived in whole or in part by the Purchaser, which waiver shall be
at the sole discretion of the Purchaser:

5.1       Representations
and Warranties.  The representations
and warranties made by the Seller in this Agreement shall have been true and
correct when made, and shall be true and correct as of the Closing as if made
on the date of the Closing.

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

5.3       Consents,
etc.  The Seller shall have secured all permits, consents and
authorizations that shall be necessary or required lawfully to consummate this
Agreement.

5.4       Corporate
Action;Delivery of
Documents.  All of the documents to be delivered by the
Seller, and all corporate action on the part of the Seller necessary for
the transfer of the Sellers Shares to the Purchaser, shall be in a form and substance satisfactory to the
Purchaser and its counsel, in their sole discretion, and shall have been
delivered to the Purchaser.

5.5       Absence
of Material Adverse Changes.  There
will have been no material adverse change in the financial or business
condition of the Company, in the sole judgment of the Purchaser.

5.6       The
approval of the General Director of the Antitrust Authority to the Sale and
Purchase of the Sellers Shares shall have been given.

6.       Conditions
of Closing of the Seller.  The
Sellers obligation to sell the Sellers Shares at the Closing is subject to
the fulfillment at or before the Closing of the conditions that (a) the Purchaser
has delivered to the Seller a copy of all corporate action on the part
of the Purchaser necessary for the transfer of the Sellers Shares to the
Purchaser (b) all
covenants, agreements and conditions contained in this Agreement to be
performed, or complied with, by the Purchaser prior to the Closing shall have
been performed or complied with by the Purchaser prior to or at the Closing,
and (c) the representations and warranties made by the Purchaser in this
Agreement shall have been true and correct when made, and shall be true and
correct as of the date of the Closing, which condition may be waived in whole
or in part by the
Seller, and which waiver shall be at the sole discretion of the Seller; (d) the approvals of
the Sellers Board of Directors, Audit committee and Shareholders meeting.

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7.       Sellers Indemnity Obligations

7.1      Seller hereby agrees to indemnify and hold
harmless Purchaser, its officers, directors, employees, agents and counsel and
each entity or person who controls or is affiliated with Purchaser (each, an
Indemnified Party) against any and all losses, claims, damages or
liabilities, joint or several, that they or any of them shall have incurred or
become subject to under any applicable law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any misrepresentation or breach of warranty of Seller, contained in
or made in connection with this Agreement or any other agreement or document
delivered in connection therewith.

7.2       (a)       If any action or proceeding (including any
investigation that may be preliminary thereto) is brought or commenced against
any Indemnified Party in respect of which indemnity may be sought against
Seller pursuant to this Section 7.2, such Indemnified Party shall notify Seller
promptly in writing of the institution of such action or proceeding, and
Seller, upon the request of the Indemnified Party, shall retain counsel
satisfactory to the Indemnified Party to represent the Indemnified Party and
any others Seller may designate in such action or proceeding and shall pay the
fees and disbursements of such counsel relating to such action or proceeding.
Notwithstanding the foregoing, in case any such action or proceeding is brought
against any Indemnified Party in respect of which indemnification may be sought
by such Indemnified Party against Seller and such Indemnified Party notifies
Seller of the commencement thereof, Seller shall be entitled to participate
therein and, to the extent that it may wish, to assume directly control of the
defense thereof, with counsel satisfactory to such Indemnified Party. After
notice from Seller to such Indemnified Party of its election so to assume the
defense thereof, Seller will not be liable to such Indemnified Party (except as
provided in the next paragraph) for any legal or other expenses subsequently
incurred by such Indemnified Party in connection with the defense thereof. In
the event that an Indemnified Party desires to appeal the decision of a court
rendered in connection with any litigation, arbitration or proceeding involving
a claim for indemnification hereunder, and Seller does not desire such appeal
to be taken, such Indemnified Party shall nevertheless be entitled to proceed
with such appeal and shall have the benefits of the indemnification provided
hereunder in connection with such appeal.

(b)       In any such action or proceeding referred to in
this paragraph (b) any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party unless (A) Seller and the Indemnified Party shall have
mutually agreed to the retention of such counsel, or (B) the named parties to
any such action or proceeding (including any impleaded parties) include both
Seller and the Indemnified Party, and the Indemnified Party shall have
concluded that representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them, in
which such instances the fees and expenses of such counsel shall be at the
expense of Seller. It is understood that Seller shall not, in connection with
any action or proceeding or related actions or proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm (in addition to any local counsel) for all such Indemnified
Parties.

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(c)       Seller shall not be liable for any settlement of
any action or proceeding effected without its prior written consent, but if
settled with such consent, Seller agrees to indemnify the Indemnified Party
from and against any indemnifiable losses, claims, damages and liabilities by
reason of such settlement. Seller shall not consent to the entry of any
judgment or enter into any settlement of any action for which an Indemnified
Party is or may be entitled (whether or not such Indemnified Party is a party
thereto) to indemnification hereunder that is not in form and substance
satisfactory to the Indemnified Party and that does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect of such claim.

8.       Miscellaneous

8.1       Further
Assurances.  Each of the parties
hereto shall perform such further acts and execute such further documents as
may reasonably be necessary to carry out and give full effect to the provisions
of this Agreement and the intentions of the parties as reflected thereby.

8.2       Governing
Law; Jurisdiction. This Agreement shall be governed by and construed
according to the laws of the State of Israel. 
Any dispute arising under or in relation to this Agreement shall be
governed by and construed according to the laws of the State of Israel and
exclusively resolved by the courts of the State of Israel, and each of the
parties hereby submits irrevocably to the jurisdiction of such jurisdiction.

8.3       Entire
Agreement; Amendment and Waiver. 
This Agreement and the Schedules hereto constitute the full and entire
understanding and agreement between the parties with regard to the subject
matters hereof and thereof.  Any term of
this Agreement may be amended and the observance of any term hereof may be
waived (either prospectively or retroactively and either generally or in a
particular instance) only with the written consent of the parties to this
Agreement.

8.4       Notices,
etc.  All notices and other
communications required or permitted hereunder to be given to a party to this
Agreement shall be in writing and shall be faxed or e -mailed, or otherwise delivered
by hand or by messenger, addressed to such partys address as set forth below
or at such other address as the party shall have furnished to each other party
in writing in accordance with this provision:

| | if to the Purchaser: | _________________________  
| | -------------------- | ---------------------------
| |                      | _________________________  
| |                      | Fax: ______________________
| |                      |                            
| | if to the Seller:    | _________________________  
| |                      | _________________________  
| |                      | Fax: ______________________

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| | or such
  other address with respect to a party as such party shall notify each other
  party in writing as above provided. 
  Any notice sent in accordance with this Section 8.5 shall be effective
  (i) if faxed or e-mailed, 1 (1) business day after sending, (ii) if sent by
  messenger, upon delivery.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.5       Delays
or Omissions.  No delay or omission
to exercise any right, power, or remedy accruing to any party upon any breach
or default under this Agreement, shall be deemed a waiver of any other breach
or default theretofore or thereafter occurring.  Any waiver, permit, consent, or approval of any kind or character
on the part of any party of any breach or default under this Agreement, or any
waiver on the part of any party of any provisions or conditions of this
Agreement, must be in writing and shall be effective only to the extent
specifically set forth in such writing. 
All remedies, either under this Agreement or by law or otherwise
afforded to any of the parties, shall be cumulative and not alternative.

8.6       Severability.  If any provision of this Agreement is held
by a court of competent jurisdiction to be unenforceable under applicable law,
then such provision shall be excluded from this Agreement and the remainder of
this Agreement shall be interpreted as if such provision were so excluded and
shall be enforceable in accordance with its terms; provided, however, that in
such event this Agreement shall be interpreted so as to give effect, to the
greatest extent consistent with and permitted by applicable law, to the meaning
and intention of the excluded provision as determined by such court of
competent jurisdiction.

8.7       Confidentiality.  The terms and conditions of this Agreement,
all agreements and undertakings contemplated herein and the transactions
described herein and therein, including the existence hereof and thereof, shall
be confidential information and shall not be disclosed to any third party.  In the event of a disclosure required by
law, the disclosing party shall make the minimum disclosure necessary to comply
with such law.

8.8       Counterparts.  This Agreement may be executed in any number
of facsimile counterparts, each of which shall be deemed an original and
enforceable against the parties actually executing such counterpart, and all of
which together shall constitute one and the same instrument.

IN
WITNESS WHEREOF, each of the parties has signed this Share Purchase Agreement as of the
date first hereinabove set forth.

| | The Purchaser: | SPL SOFTWARE LTD.
| | -------------- | -----------------
| |                |                  
| |                | By:              
| |                |                  
| |                |                  
| |                | Name:            
| |                |                  
| |                |                  
| |                | Title:           
| |                |                  

10

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| | The Seller: | ROBOMATIX   TECHNOLOGIES
  LTD.
| | ----------- | -------------------------------
| |             |                                
| |             | By:                            
| |             |                                
| |             |                                
| |             | Name:                          
| |             |                                
| |             |                                
| |             | Title:                         
| |             |                                

11

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