F-3











Exhibit 4.3  



THIS WARRANT AND THE SHARES ISSUABLE
HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF
UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 



WARRANT TO PURCHASE
STOCK 



		
		
		
		
		
	Corporation:	RADVIEW SOFTWARE LTD., a company organized under the laws of
	 	the State of Israel
	Number of Shares:	352,941
	Class of Shares:	Ordinary Shares
	Initial Exercise Price:	$0.17 per share
	Issue Date:	May 25, 2005
	Expiration Date:	May 25, 2012








        THIS
WARRANT CERTIFIES THAT, for good and valuable consideration, the receipt of which is
hereby acknowledged, COMERICA BANK or its assignee (“Holder”) is entitled to
purchase the number of fully paid and nonassessable ordinary shares, NIS 0.01 par value
per share (the “Shares”) of the company (the “Company”) at the initial
exercise price per Share (the “Warrant Price”) all as set forth above and as
adjusted pursuant to Article 2 of this warrant, subject to the provisions and upon the
terms and conditions set forth in this warrant. 



	ARTICLE 1.  	EXERCISE.  






    1.1        Method
of Exercise. Holder may exercise this warrant by delivering this warrant and a duly
executed Notice of Exercise in substantially the form attached as Appendix 1 to the
principal office of the Company. Unless Holder is exercising the conversion right set
forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate
Warrant Price for the Shares being purchased.  



    1.2        Conversion
Right. In lieu of exercising this warrant as specified in Section 1.1, Holder may
from time to time convert this warrant, in whole or in part, into a number of Shares
determined by dividing (a) the aggregate fair market value of the Shares or other
securities otherwise issuable upon exercise of this warrant minus the aggregate Warrant
Price of such Shares by (b) the fair market value of one Share. The fair market value of
the Shares shall be determined pursuant to Section 1.3.  



    1.3        Fair
Market Value. If the Shares are traded regularly in a public market, the “fair
market value” of a Share shall, for purposes of Section 1.2 hereof, be the average
closing price per Share reported in such public market for the 10 trading days
immediately before Holder delivers its Notice of Exercise to the Company, and for
purposes of Section 2.7 and 3.1 hereof, be the closing price per Share reported in such
public market on the date of determination (or if such date is not a trading day, the
immediately preceding trading day). If the Shares are not regularly traded in a public
market, the Board of Directors of the Company shall determine fair market value in its
reasonable good faith judgment.  



    1.4        Delivery
of Certificate and New Warrant. Promptly after Holder exercises or converts this
warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if
this warrant has not been fully exercised or converted and has not expired, a new warrant
representing the Shares not so acquired.  














    1.5        Replacement
of Warrants. On receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this warrant and, in the case of loss, theft or
destruction, on delivery of an indemnity agreement reasonably satisfactory in form and
amount to the Company or, in the case of mutilation, on surrender and cancellation of
this warrant, the Company at its expense shall execute and deliver, in lieu of this
warrant, a new warrant of like tenor.  



    1.6        Repurchase
on Sale, Merger, or Consolidation of the Company.  



		    1.6.1        “Acquisition.”For
the purpose of this warrant, “Acquisition” means (a) any sale, license, or
other disposition of all or substantially all of the assets (including intellectual
property) of the Company, or (b) any reorganization, consolidation, merger or sale of the
voting securities of the Company or any other transaction where the holders of the Company’s
securities before the transaction beneficially own less than 50% of the outstanding
voting securities of the surviving entity after the transaction.  







		    1.6.2        Assumption
of Warrant. If upon the closing of any Acquisition the successor entity assumes the
obligations of this warrant, then this warrant shall be exercisable for the same
securities, cash, and property as would be payable for the Shares issuable upon exercise
of the unexercised portion of this warrant as if such Shares were outstanding on the
record date for the Acquisition and subsequent closing. The Warrant Price shall be
adjusted accordingly. The Company shall use reasonable efforts to cause the surviving
corporation to assume the obligations of this warrant.  







		    1.6.3        Nonassumption.
If upon the closing of any Acquisition the successor entity does not assume the
obligations of this warrant and Holder has not otherwise exercised this warrant in full,
then this warrant shall be deemed to have been automatically converted pursuant to
Section 1.2 and thereafter Holder shall participate in the Acquisition on the same terms
as other holders of the same class of securities of the Company.  







	ARTICLE 2.  	ADJUSTMENTS
TO THE SHARES.  






    2.1        Share
Dividends, Splits, Etc. If the Company declares or pays a dividend on its ordinary
shares payable in ordinary shares, or other securities, or subdivides the outstanding
ordinary shares into a greater amount of ordinary shares, then upon exercise of this
warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total
number and kind of securities to which Holder would have been entitled had Holder owned
the Shares of record as of the date the dividend or subdivision occurred.  



    2.2        Reclassification,
Exchange or Substitution. Upon any reclassification, exchange, substitution, or other
event that results in a change of the number and/or class of the securities issuable upon
exercise or conversion of this warrant, Holder shall be entitled to receive, upon
exercise or conversion of this warrant, the number and kind of securities and property
that Holder would have received for the Shares if this warrant had been exercised
immediately before such reclassification, exchange, substitution, or other event. The
Company or its successor shall promptly issue to Holder a new warrant for such new
securities or other property. The new warrant shall provide for adjustments which shall
be as nearly equivalent as may be practicable to the adjustments provided for in this
Article 2 including, without limitation, adjustments to the Warrant Price and to the
number of securities or property issuable upon exercise of the new warrant. The
provisions of this Section 2.2 shall similarly apply to successive reclassifications,
exchanges, substitutions, or other events.  



2










    2.3        Adjustments
for Combinations, Etc. If the outstanding Shares are combined or consolidated, by
reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be
proportionately increased. If the outstanding Shares are combined or consolidated, by
reclassification or otherwise, into a greater number of shares, the Warrant Price shall
be proportionately decreased.  



    2.4        No
Impairment. The Company shall not, by amendment of its Articles of Association or
through a reorganization, transfer of assets, consolidation, merger, dissolution, issue,
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed under this
warrant by the Company, but shall at all times in good faith assist in carrying out all
the provisions of this Article 2 and in taking all such action as may be necessary or
appropriate to protect Holder’s rights under this Article against impairment.  



    2.5        Certificate
as to Adjustments. Upon each adjustment of the Warrant Price, the Company at its
expense shall promptly compute such adjustment, and furnish Holder with a certificate of
its Chief Financial Officer setting forth such adjustment and the facts upon which such
adjustment is based. The Company shall, upon written request, furnish Holder a
certificate setting forth the Warrant Price in effect upon the date thereof and the
series of adjustments leading to such Warrant Price.  



    2.7        Fractional
Shares. No fractional Shares shall be issuable upon exercise or conversion of the
Warrant and the number of Shares to be issued shall be rounded down to the nearest whole
Share. If a fractional share interest arises upon any exercise or conversion of the
Warrant, the Company shall eliminate such fractional share interest by paying Holder the
amount computed by multiplying the fractional interest by the fair market value of a full
Share.  



	ARTICLE 3.  	REPRESENTATIONS
AND COVENANTS OF THE COMPANY.  






    3.1        Representations
and Warranties. The Company hereby represents and warrants to the Holder as follows:  



		    1.        The
initial Warrant Price referenced on the first page of this warrant is not
          greater than the fair market value of the Shares as of the date of this
warrant.  







		    2.        All
Shares which may be issued upon the exercise of the purchase right           represented
by this warrant shall, upon issuance, be duly authorized, validly           issued, fully
paid and nonassessable, and free of any liens and encumbrances           except for
restrictions on transfer provided for herein or under applicable           federal and
state securities laws.  







		    3.        The
Company’s capitalization table attached to this warrant is true and
          complete as of its date, and there has been no material change to the
          Company’s capitalization since such date.  







    3.2        Notice
of Certain Events. If the Company proposes at any time (a) to declare any dividend or
distribution upon its ordinary shares, whether in cash, property, shares, or other
securities and whether or not a regular cash dividend; (b) to offer for subscription pro
rata to the holders of any class or series of its shares any additional shares of stock
of any class or series or other rights; (c) to effect any reclassification or
recapitalization of ordinary shares; or (d) to merge or consolidate with or into any
other corporation, or sell, lease, license, or convey all or substantially all of its
assets, or to liquidate, dissolve or wind up, then, in connection with each such event,
the Company shall give Holder (1) at least 20 days prior written notice of the date on
which a record will be taken for such dividend, distribution, or subscription rights (and
specifying the date on which the holders of ordinary shares will be entitled thereto) or
for determining rights to vote, if any, in respect of the matters referred to in (a) and
(b) above; and (2) in the case of the matters referred to in (c) and (d) above at least
20 days prior written notice of the date when the same will take place (and specifying
the date on which the holders of ordinary shares will be entitled to exchange their
ordinary shares for securities or other property deliverable upon the occurrence of such
event).  



3










    3.3        Information
Rights. So long as the Holder holds this warrant and/or any of the Shares, the
Company shall deliver to the Holder (to the extent not otherwise filed with the
Securities and Exchange Commission pursuant to the filing requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended) (a) promptly after mailing,
copies of all communications to the shareholders of the Company, (b) within one-hundred
and twenty (120) days after the end of each fiscal year of the Company, the annual
audited financial statements of the Company certified by independent public accountants
of recognized standing and (c) within forty-five (45) days after the end of each of the
first three quarters of each fiscal year, the Company’s quarterly, unaudited
financial statements.  



    3.4        Registration
Under Securities Act of 1933, as amended. To the extent that the Company grants
incidental, or “Piggyback,” registration rights to any holder of its equity
securities, the Company shall take such actions as Holder may reasonably request such
that Holder shall be entitled to the same incidental, or “Piggyback,” registration
rights with respect to the Shares.  



	ARTICLE 4.  	MISCELLANEOUS.  






    4.1        Term:
Exercise Upon Expiration. This warrant is exercisable in whole or in part, at any
time and from time to time on or before the Expiration Date set forth above. If this
warrant has not been exercised prior to the Expiration Date, this warrant shall be deemed
to have been automatically exercised on the Expiration Date by “cashless” conversion
pursuant to Section 1.2.  



    4.2        Legends.
This warrant and the Shares shall be imprinted with a legend in substantially the
following form:  



THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE
144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT
SUCH REGISTRATION IS NOT REQUIRED. 



    4.3        Compliance
with Securities Laws on Transfer. This warrant and the Shares issuable upon exercise
of this warrant may not be transferred or assigned in whole or in part without compliance
with applicable federal and state securities laws by the transferor and the transferee
(including, without limitation, the delivery of investment representation letters and
legal opinions reasonably satisfactory to the Company). The Company shall not require
Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder or,
unless the Company determines after consultation with its counsel regarding applicable
securities laws in effect at the time of such transfer, an opinion of counsel is
necessary, if there is no material question as to the availability of current information
as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and
(e) in reasonable detail, the selling broker represents that it has complied with Rule
144(f), and the Company is provided with a copy of Holder’s notice of proposed sale.  



    4.4        Transfer
Procedure. Subject to the provisions of Section 4.3, Holder may transfer all or part
of this warrant or the Shares issuable upon exercise of this warrant by giving the
Company notice of the portion of the warrant being transferred setting forth the name,
address and taxpayer identification number of the transferee and surrendering this
warrant to the Company for reissuance to the transferee(s) (and Holder, if applicable);
provided, however, that Holder may transfer all or part of this warrant to
its affiliates, including, without limitation, Comerica Incorporated, at any time without
notice to the Company, and such affiliate shall then be entitled to all the rights of
Holder under this warrant and any related agreements, and the Company shall cooperate
fully in ensuring that any shares issued upon exercise of this warrant is issued in the
name of the affiliate that exercises the warrant. The terms and conditions of this
warrant shall inure to the benefit of, and be binding upon, the Company and the holders
hereof and their respective permitted successors and assigns. Unless the Company is
filing financial information with the SEC pursuant to the Securities Exchange Act of
1934, the Company shall have the right to refuse to transfer any portion of this warrant
to any person who directly competes with the Company.  



4










    4.5        Notices.
All notices and other communications from the Company to the Holder, or vice versa, shall
be deemed delivered and effective when given personally or mailed by first-class
registered or certified mail, postage prepaid, at such address as may have been furnished
to the Company or the Holder, as the case may be, in writing by the Company or such
Holder from time to time. All notices to the Holder shall be addressed as follows:  




	 	Comerica
Bank 

Attn:  Warrant Administrator 

500 Woodward Avenue, 32nd Floor, MC 3379 

Detroit, MI 48226 









    4.6        Amendments.
This warrant and any term hereof may be changed, waived, discharged or terminated only by
an instrument in writing signed by the party against which enforcement of such change,
waiver, discharge or termination is sought.  



    4.7        Attorneys’ Fees.
In the event of any dispute between the parties concerning the terms and provisions of
this warrant, the party prevailing in such dispute shall be entitled to collect from the
other party all costs incurred in such dispute, including reasonable attorneys’ fees.  



    4.8        Governing
Law. This warrant shall be governed by and construed in accordance with the laws of
the State of Israel, without giving effect to conflicts of law principles.  













			RADVIEW SOFTWARE LTD.



By:
——————————————

Name:
——————————————
Title:

——————————————







			


By:
——————————————

Name:
——————————————
Title:

——————————————






Authorized signatories under
Corporate Resolutions to Borrow or an authorized signer(s) under a resolution covering
warrants must sign the warrant. 



5










APPENDIX 1 



NOTICE OF EXERCISE 



         1.       
          The undersigned hereby elects to purchase ______________ ordinary shares of
          RADVIEW SOFTWARE LTD. pursuant to the terms of the attached warrant, and
          tenders herewith payment of the purchase price of such shares in full. 



         1.       
          The undersigned hereby elects to convert the attached warrant into shares in the
          manner specified in the warrant. This conversion is exercised with respect to
          ______________ of the shares covered by the warrant. 



        [Strike
paragraph that does not apply.] 



         2.       
          Please issue a certificate or certificates representing said shares in the name
          of the undersigned or in such other name as is specified below: 




	 	Comerica
Bank 

Attn:  Warrant Administrator 

500 Woodward Avenue, 32nd Floor, MC 3379 

Detroit, MI 48226 









         3.       
          The undersigned represents it is acquiring the shares solely for its own account
          and not as a nominee for any other party and not with a view toward the resale
          or distribution thereof except in compliance with applicable securities laws. 



COMERICA BANK or
Registered Assignee  



——————————————
(Signature) 



——————————————
(Signature) 



——————————————
(Date) 




6