F-3










Exhibit 4.12  



WARRANT  



	 	
THIS
WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (THE
“SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, (THE “SECURITIES ACT”) OR QUALIFIED UNDER ANY STATE OR
FOREIGN SECURITIES LAW, AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY
NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH
SECURITIES OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED. 






to purchase 



Ordinary Shares
of 



Radview Software Ltd. 



at an exercise price of
$0.06 per share 



VOID
AFTER 17:00 p.m. (prevailing Tel Aviv time) 



On
the Expiration Date (as hereinafter defined) 



	No.W-037  	Date:
April 28, 2007 






Radview Software Ltd., an Israeli
company with its principal offices in Israel located at 14 Hamelacha Street, Park Afek,
Rosh Ha’ayin 48091 Israel (the “Company”), hereby grants to Meitav
Underwriting Ltd. (the “Holder”), the right to purchase, subject to the
terms and conditions hereof, up to One Million, Six Hundred and Forty Five Thousand, Three
Hundred and Fifty (1,645,350) Ordinary Shares, nominal value NIS 0.01 per share, of the
Company (“Ordinary Shares”), exercisable at any time from time to time,
on or after the date hereof (the “Effective Date”), and until the fifth
(5th) anniversary of the Effective Date (the “Expiration
Date”). The number and type of shares which may be purchased hereunder and the
Exercise Price are subject to adjustment as provided below. 



	1.  	DEFINITIONS  






	 	
In
this Warrant the terms below shall have the following meaning, unless otherwise
specifically provided or required by the context: 






          	 	1.1. 	
               “Warrant Shares” means (i) the Ordinary Shares purchasable
               hereunder; and (ii) any other securities into which or for which any of the
               securities described in (i) may be converted or exchanged pursuant to a plan of
               recapitalization, reorganization, merger, sale of assets or otherwise. 


               



          	 	1.2. 	
               “Exercise Price” means the price of four cents ($0.06) for each
               Warrant Share, as adjusted in the manner set forth hereinafter. 


               














          	 	1.3. 	
               “Warrants” means this Warrant and all warrants hereafter issued
               in exchange or substitution for this Warrant. 


               



          	2. 	
               WARRANT PERIOD; EXERCISE OF WARRANT 


               



          	 	2.1. 	
               This Warrant may be exercised in whole at any time, or in part from time to
               time, beginning on the Effective Date until the Expiration Date (the
               “Warrant Period”), by the surrender of this Warrant (with a
               duly executed exercise form in the form attached hereto as Exhibit
               A), at the principal office of the Company in Israel set forth
               above, together with proper payment of the Exercise Price multiplied by the
               number of Warrant Shares for which the Warrant is being exercised. Payment for
               Warrant Shares shall be made by certified or official bank check(s), payable to
               the order of the Company or by wire transfer to an account to be designated in
               writing by the Company. Payments shall be made in United States dollars. 


               



          	 	2.2. 	
               Subject to the other limitations set forth in this Warrant, in lieu of payment
               of the Exercise Price the Holder may elect to exchange this Warrant, or any
               portion thereof, for a number of Warrant Shares equal to the number of Warrant
               Shares computed using the following formula: 


               




		X 	= 	Y (A-B) 

     A 








	 	
Where: 






	 	X  	=	
   the number of Warrant Shares (adjusted to the date of such calculation,  but excluding
                         those shares already issued under this Warrant) to be issued to
the Holder. 






	 	Y  	=	the  number of  Warrant  Shares  purchasable  under the  Warrant or such part that the
                         Holder  has  chosen  to  exercise  in  this  manner  (adjusted
 to the  date  of  such                          calculations  in the event of
 re-capitalization,  but excluding  those shares already                          issued
under this Warrant). 






	 	A  	=	the Fair Market Value of one Warrant Share. 






	 	B  	=	Exercise Price (as adjusted to the date of such calculation in the event of
                         re-capitalization). 









	 	
For
purposes hereof, the “Fair Market Value” of a Warrant Share as of a particular
date (the “Determination Date”) shall mean:  






	 	(i) 	if
the Company’s Warrant Shares are traded on the American Stock Exchange
               or another national exchange or are quoted on the National or SmallCap
Market of                The Nasdaq Stock Market, Inc.(“Nasdaq”), then the
closing or last sale                price, respectively, reported for the last business
day immediately preceding                the Determination Date.  






	 	(ii) 	If
the Company’s Warrant Shares are not traded on the American Stock
               Exchange or another national exchange or on the Nasdaq but are traded on
the                NASD OTC Bulletin Board, then the mean of the average of the closing
bid and                asked prices reported for the last business day immediately
preceding the                Determination Date.  






	 	(iii) 	Except
as provided in clause (iv) below, if the Company’s Warrant Shares                are
not publicly traded, then as the Holder and the Company agree or in the
               absence of agreement, by arbitration before a single arbitrator qualified
by                education and training to pass on the matter to be decided.  






2










	 	(iv) 	If
the Determination Date is the date of a liquidation, dissolution or winding
               up, or any event deemed to be a liquidation, dissolution or winding up
pursuant                to the Company’s Articles of Association (the “Articles”),
then                all amounts to be payable per share to holders of the Warrant Shares
pursuant to                the Articles in the event of such liquidation, dissolution or
winding up,                assuming for the purposes of this clause (d) that all of the
Warrant Shares then                issuable upon exercise of the Warrant are outstanding
at the Determination Date.  






          	 	2.3. 	
               The Holder of the Warrant, by its acceptance hereof, covenants and agrees that
               this Warrant is being acquired as an investment and not with a view to the
               distribution hereof and such Holder further covenants and agrees that it will
               not sell, transfer, pledge, assign, or hypothecate the Warrant or the Warrant
               Shares unless there is an effective registration statement under the Securities
               Act covering the Warrant or the Warrant Shares, or the Holder of the Warrant
               and/or the Warrant Shares receives an opinion of counsel satisfactory to the
               Company stating that such sale, transfer, pledge, assignment, or hypothecation
               is exempt from the registration and prospectus delivery requirements of the
               Securities Act and the qualification requirements under applicable law. 


               



          	 	2.4. 	
               If this Warrant should be exercised in part, the Company shall, upon surrender
               of this Warrant for cancellation, execute and deliver a new Warrant evidencing
               the rights of the Holder to purchase the remainder of the Warrant Shares
               purchasable hereunder. The Company shall pay any and all expenses, taxes and
               other charges that may be payable in connection with the issuance of the Warrant
               Shares and the preparation and delivery of share certificates pursuant to this
               Section 2 in the name of the Holder (including without limitation the applicable
               stamp duty if mandated), and to the extent required, the execution and delivery
               of a new Warrant, provided, however, that the Company shall only be required to
               pay taxes which are due as a direct result of the issuance of the Warrant Shares
               or other securities, properties or rights underlying such Warrants (such as the
               applicable stamp duty), and will not be required to pay any tax which may be (i)
               due as a result of the specific identity of the Holder or (ii) payable in
               respect of any transfer involved in the issuance and delivery of any such
               certificates in a name other than that of the Holder. For the avoidance of
               doubt, the Corporation shall not be liable for any income tax or capital gains
               tax that the Holder will be required to pay with respect to the issuance of such
               Warrant Shares. 


               



          	 	2.5. 	
               No fractions of Ordinary Shares shall be issued in connection with the exercise
               of this Warrant, and the number of Ordinary Shares issued shall be rounded up or
               down to the nearest whole number. 


               



          	 	2.6. 	
               Upon the issuance of Ordinary Shares resulting from the exercise in whole or in
               part of this Warrant, the Company shall deliver to the Holder an irrevocable
               letter of instructions to the Company’s transfer agent to issue as soon as
               is reasonably practicable to the Holder share certificates reflecting the
               Warrant Shares exercised thereby, together with any and all other documents
               required for the issuance of such certificates by the transfer agent. 


               



3










          	3. 	
               RESERVATION OF SHARES 


               



	 	
The
Company covenants that: (i) at all times during the Warrant Period it shall have in
reserve, and will keep available solely for issuance or delivery upon exercise of the
Warrant, such number of Ordinary Shares as shall be issuable upon the exercise hereof, and
(b) upon exercise of the Warrant and payment of the Exercise Price hereunder, or upon a
cashless exercise as provided herein, the Warrant Shares issuable upon such exercise will
be validly issued, fully paid, non assessable, free and clear from any lien, encumbrance,
pledge or any other third party right and not subject to any preemptive rights. 






	4.  	ADJUSTMENTS
TO EXERCISE PRICE AND NUMBER OF SECURITIES  






	 	4.1. 	Subdivision
and Combination. In case the Company shall at any time subdivide or combine the
Ordinary Shares, the Exercise Price shall forthwith be
proportionately decreased in the case of subdivision or increased in
the case of combination. 






	 	4.2. 	Stock
Dividends and Distributions. In case the Company shall pay a dividend on, or
make a distribution of, Ordinary Shares or of the Company's share
capital, the Exercise Price shall forthwith be proportionately
decreased. An adjustment pursuant to this Section 4.2 shall be made
as of the record date for the subject stock dividend or distribution. 







	 	4.3. 	Adjustment
in Number of Securities. Upon each adjustment of the Exercise Price pursuant to
the provisions of Sections 4.1 and 4.2, the number of Ordinary Shares
issuable upon the exercise of each Warrant shall be adjusted to the
nearest full amount by multiplying a number equal to the Exercise
Price in effect immediately prior to such adjustment by the number of
Ordinary Shares issuable upon exercise of the Warrants immediately
prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price. 






	 	4.4. 	No
Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price
shall be made if the amount of said adjustment shall be less than 1
cents ($0.01) per Ordinary Share, provided, however, that in such
case any adjustment that would otherwise be required then to be made
shall be carried forward and shall be made at the time of and together with the next
subsequent adjustment which, together with any adjustment so carried
forward, shall amount to at least 1 cents ($0.01) per Ordinary Share. 






	 	4.5. 	Merger
or Consolidation. In case of any consolidation of the Company with or merger of the
Company with, or merger of the Company into (other than a merger
which does not result in any reclassification or change of the
outstanding Ordinary Shares), the Company shall cause the corporation
formed by such consolidation or merger or surviving such merger to execute and
deliver to the Holder a supplemental warrant agreement providing
that the Holder of the Warrant then outstanding or to be outstanding
shall have the right thereafter (until the expiration of such
Warrant) to receive, upon exercise of such Warrant, the kind and amount
of shares of stock and other securities and property receivable upon
such consolidation or merger, by a holder of the number of Ordinary
Shares of the Company for which such Warrant might have been
exercised immediately prior to such consolidation or merger. Such
supplemental warrant agreement shall provide for adjustments, which
shall be identical to the adjustments provided in this Section 4.
The provisions of this Section 4.5 shall similarly apply to
successive consolidations or mergers. 






4










	5.  	In
each case of any  adjustment or  readjustment  described  above,  the Company at its
expense,  will          promptly cause its Chief Financial  Officer or other  appropriate
 designee to compute such adjustment          or readjustment  in accordance  with the
terms of the Warrant and prepare a certificate  setting forth          such  adjustment
 or  readjustment  and  showing in detail the facts  upon  which such  adjustment  or
         readjustment is based. The Company will forthwith mail a copy of each such
certificate to the Holder.






	6.  	NOTICES
TO WARRANT HOLDERS  






	 	
Nothing
contained in this Warrant shall be construed as conferring upon the Holder the right to
vote or to consent or to receive notice as a shareholder in respect of any meetings of
shareholders for the election of directors or any other matter, or as having any rights
whatsoever as a shareholder of the Company. If, however, at any time prior to the
Expiration Date, any of the following events shall occur: 






          	 	6.1. 	
               The Company shall take a record of the holders of its shares for the purpose of
               entitling them to receive a dividend or distribution payable otherwise than in
               cash, or a cash dividend or distribution payable other than out of current or
               retained earnings, as indicated by the accounting treatment of such dividend or
               distribution on the books of the Company; 


               



          	 	6.2. 	
               The Company shall offer to all the holders of its shares any additional shares
               of the share capital of the Company or securities convertible into or
               exchangeable for shares of the share capital of the Company, or any option,
               right or warrant to subscribe therefor; or 


               



          	 	6.3. 	
               A dissolution, liquidation or winding up of the Company (other than in
               connection with a consolidation or merger) or a sale of all or substantially all
               of its property, assets and business as an entirety shall be proposed; 


               



	 	
then,
in any one or more of said events, the Company shall give to the Holder written notice of
such event at least thirty (30) days prior to the date fixed as a record date or the date
of closing the transfer books for the determination of the shareholders entitled to such
dividend, distribution, convertible or exchangeable securities or subscription rights, or
entitled to vote on such proposed dissolution, liquidation, winding up or sale. 






          	7. 	
               TRANSFERABILITY 


               



          	 	7.1. 	
               The Company need not register a transfer of this Warrant or the Warrant Shares
               bearing the restrictive legend set forth in Section 7.2 below, unless the
               conditions specified in such legend are satisfied and the transferees provide
               the Company with written representations required pursuant to the Securities Act
               for such transfer and such transferees agree to be bound by the terms and
               conditions of this Warrant. The Company may also instruct its transfer agent not
               to register the transfer of the shares of Warrant Shares unless the conditions
               set forth in the previous sentence are satisfied. Any transfer of the Warrant
               Shares is subject to the Company’s Articles of Association. The Holder may,
               subject to applicable securities laws and compliance with the foregoing, sell,
               transfer, assign, encumber, pledge or otherwise dispose or undertake to dispose
               of the Warrant. 


               



          	 	7.2. 	
               Unless registered, the Warrant Shares issued upon exercise of the Warrants shall
               be subject to a stop transfer order and the certificate or certificates
               evidencing such Warrant Shares shall bear legend substantially similar to the
               following: 


               



5










	 	
“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE SHARES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT, OR AN OPINION
OF COUNSEL FOR THE HOLDER OF THE SHARES SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT.” 






	8.  	LOSS,
ETC. OF WARRANT  






	 	
Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if
lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if
mutilated, and upon reimbursement of the Company’s reasonable direct expenses, the
Company shall execute and deliver to the Holder a new Warrant of like date, tenor and
denomination. 






	9.  	HEADINGS  






	 	
The
headings of this Warrant have been inserted as a matter of convenience and shall not
affect the construction hereof. 






	10.  	NOTICES  






	 	
Unless
otherwise provided, any notice required or permitted under this Warrant shall be given in
writing and shall be deemed effectively given upon personal delivery to the party to be
notified or seven (7) days after deposit with the post authority, for dispatch by
registered or certified mail, postage prepaid and addressed to the Holder at the address
set forth in the Company’s books and to the Company at the address of its principal
offices set forth above, or when given by facsimile or other form of rapid written
communication, provided that confirming copies are sent by such airmail. 






	11.  	GOVERNING
LAW  






	 	
This
Warrant shall be governed by and construed and enforced in accordance with the laws of the
State of Israel (regardless of the laws that might otherwise govern under applicable
Israel principles of conflicts of law). Except as provided elsewhere herein, any dispute
arising out of or in connection with this Warrant is hereby submitted to the sole and
exclusive jurisdiction of the competent courts located in the District of Tel Aviv. 






	12.  	Rights
of Shareholders. No holder of this Warrant shall be entitled, as a Warrant holder, to
vote or receive dividends or be deemed the holder of the shares of the
applicable class of Warrant Shares or any other securities of the Company
which may at any time be issuable on the exercise of this Warrant for any
purpose, nor shall anything contained herein be construed to confer upon the holder of
this Warrant, as such, any of the rights of a shareholder of the Company
or any right to vote for the election of directors or upon any matter submitted
to shareholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issuance of share,
reclassification of share, change of par value, consolidation, merger,
conveyance, or otherwise) or, except as specified herein, to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until
the Warrant shall have been exercised and the shares of the applicable class
of Warrant Shares purchasable upon the exercise hereof shall have become
deliverable, as provided herein.  






6










	13.  	Additional
Representations and Warranties by the Holder. The Holder represents and warrants to
the Company as follows:  






	 	(a) 	The
Holder understands that the Warrant and the Warrant Shares have not been
                    registered under the Securities Act (as defined below), or another
comparable                     law, by reason of their issuance in a transaction exempt
from registration under                     the Securities Act, and that they must be
held by the Holder indefinitely, and                     that the Holder must therefore
bear the economic risk of such investment                     indefinitely, unless the
Warrant Shares have been registered for resale under                     the Securities
Act or such resale is exempted from such registration. The Holder                     is
aware of the provisions of Rule 144 promulgated under the Securities Act
                    and its requirements for the resale of the Warrant Shares which
permits limited                     resale of shares purchased in a private placement
subject to the satisfaction of                     certain conditions. The Holder further
understands that the Warrant Shares have                     not been qualified under any
state or non-U.S. securities law. The Holder                     understands that no
public market now exists for any of the Warrant Shares                     and/or the
Warrant and that the Company has made no assurances that a public
                    market will ever exist for the Warrant Shares. 






	 	(b) 	The
Holder has such knowledge and experience in financial and business matters
                    that it is capable of evaluating the merits and risks of the purchase
of this                     Warrant and the Warrant Shares purchasable pursuant to the
terms of this Warrant                     and of protecting its interests in connection
therewith. 






	 	(c) 	The
Holder is able to bear the economic risk of the purchase of the Warrant
                    Shares pursuant to the terms of this Warrant including an entire loss
of the                     value of such investment. 






	 	(d) 	If
Holder is a resident or citizen of the United States or the offer of the
                    Warrant Shares was made to the Holder, while such person or entity
was in the                     United States, then the Holder is an “accredited
investor” within the                     meaning of Rule 501(a) promulgated under
the Securities Act . 






	 	(e) 	If
the Holder is not a resident or citizen of the United States and the offer of
                    the Warrant Shares was not made to the Holder while the Holder was in
the United                     States, then the Holder acknowledge and agree that the
offer and sale of the                     Warrant Shares is being made in reliance upon
Regulation S promulgated under the                     Securities Act and that the offer
and sale of the Warrant Shares constitutes an                     “offshore
transaction” within the meaning of Regulation S, as amended                     from
time to time. 






	14.  	ENTIRE
AGREEMENT; AMENDMENT AND WAIVER  






        This
Warrant and the Exhibit 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 Warrant 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 both the Company and the Holders of a majority of the outstanding
Warrants issued pursuant to the subscription agreement dated ________, except that any
amendment that has an adverse effect on the financial terms of the Warrant shall require
the consent of the affected Holder. Any amendment or waiver affected in accordance with
this Section 14 shall be binding upon the Company, the holders of all Warrants and each
transferee of the Warrants. 



7










SIGNATURE PAGE OF
WARRANT  



IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed as of the date first written above. 









	Radview Software Ltd.



By:
——————————————

Name:    Jaron Lotan
Title:   Chairman of the Board		











	By:
——————————————

Name:    Limor Stoller
Title:   Vice President of Finance		







Agreed and Accepted: 








	Meitav Underwriting Ltd.



By:
——————————————

Name:    
——————————————

Title:   
——————————————		










8











EXHIBIT A  



Warrant Exercise Form 



_________________, 200_ 



Radview Software Ltd.

14 Hamelacha Street

Park Afek, Rosh Haayin 48091

Israel 






Dear Sirs, 



Re:     Exercise of Warrant  



        The
 undersigned,  pursuant  to the  provisions  set  forth in the  attached  Warrant  (No.
 PW-____), hereby elects to purchase ____________ Ordinary Shares covered by such Warrant. 




        The
undersigned herewith makes payment of the full Exercise Price for such shares at the price
per share provided for in such Warrant, which is $___________. Such payment takes the form
of (check applicable box): 



	__________  	$__________
in lawful money of the United States; and/or 









	__________  	the
cancellation of such portion of the attached Warrant as is exercisable for a total of
_______ Ordinary Shares (using a Fair Market Value of $_______ per share for purposes of
this calculation), pursuant to the cashless exercise procedure set forth in Section 2.2.  






        The
undersigned requests that the certificates for such shares be issued in the name of
___________ and delivered to _____________ whose address is ______________________. 



        The
undersigned represents and warrants that all offers and sales by the undersigned of the
securities issuable upon exercise of the within Warrant shall be made pursuant to
registration of the Ordinary Shares under the Securities Act of 1933, as amended (the
“Securities Act”) or pursuant to an exemption from registration under the
Securities Act. 






	Dated: ______________________________________________ 	____________________________________________________

(Signature must conform to name of Holder as specified on the
face of the Warrant)








	 	Address: 	______________________________________________ 
______________________________________________ 






9









WARRANT  



	 	
THIS
WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (THE
“SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, (THE “SECURITIES ACT”) OR QUALIFIED UNDER ANY STATE OR
FOREIGN SECURITIES LAW, AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY
NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH
SECURITIES OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED. 






to purchase 



Ordinary Shares
of 



Radview Software Ltd. 



at an exercise price of
$0.06 per share 



VOID
AFTER 17:00 p.m. (prevailing Tel Aviv time) 



On
the Expiration Date (as hereinafter defined) 



	No.W-038  	Date:
April 28, 2007 







Radview Software Ltd., an Israeli
company with its principal offices in Israel located at 14 Hamelacha Street, Park Afek,
Rosh Ha’ayin 48091 Israel (the “Company”), hereby grants to Meitav
Underwriting Ltd. (the “Holder”), the right to purchase, subject to the
terms and conditions hereof, up to One Million, One Hundred and Seventy Three Thousand,
Five Hundred and Ninety Nine (1,173,599) Ordinary Shares, nominal value NIS 0.01 per
share, of the Company (“Ordinary Shares”), exercisable at any time from
time to time, on or after the date hereof (the “Effective Date”), and
until the fifth (5th) anniversary of the Effective Date (the
“Expiration Date”). The number and type of shares which may be purchased
hereunder and the Exercise Price are subject to adjustment as provided below. 




	1.  	DEFINITIONS  






	 	
In
this Warrant the terms below shall have the following meaning, unless otherwise
specifically provided or required by the context: 






          	 	1.1. 	
               “Warrant Shares” means (i) the Ordinary Shares purchasable
               hereunder; and (ii) any other securities into which or for which any of the
               securities described in (i) may be converted or exchanged pursuant to a plan of
               recapitalization, reorganization, merger, sale of assets or otherwise. 


               



          	 	1.2. 	
               “Exercise Price” means the price of four cents ($0.06) for each
               Warrant Share, as adjusted in the manner set forth hereinafter. 


               



10










          	 	1.3. 	
               “Warrants” means this Warrant and all warrants hereafter issued
               in exchange or substitution for this Warrant. 


               



          	2. 	
               WARRANT PERIOD; EXERCISE OF WARRANT 


               



          	 	2.1. 	
               This Warrant may be exercised in whole at any time, or in part from time to
               time, beginning on the Effective Date until the Expiration Date (the
               “Warrant Period”), by the surrender of this Warrant (with a
               duly executed exercise form in the form attached hereto as Exhibit
               A), at the principal office of the Company in Israel set forth
               above, together with proper payment of the Exercise Price multiplied by the
               number of Warrant Shares for which the Warrant is being exercised. Payment for
               Warrant Shares shall be made by certified or official bank check(s), payable to
               the order of the Company or by wire transfer to an account to be designated in
               writing by the Company. Payments shall be made in United States dollars. 


               



          	 	2.2. 	
               Subject to the other limitations set forth in this Warrant, in lieu of payment
               of the Exercise Price the Holder may elect to exchange this Warrant, or any
               portion thereof, for a number of Warrant Shares equal to the number of Warrant
               Shares computed using the following formula: 


               




		X 	= 	Y (A-B) 

     A 








	 	
Where: 






	 	X  	=	
   the number of Warrant Shares (adjusted to the date of such calculation,  but excluding
                         those shares already issued under this Warrant) to be issued to
the Holder. 






	 	Y  	=	the  number of  Warrant  Shares  purchasable  under the  Warrant or such part that the
                         Holder  has  chosen  to  exercise  in  this  manner  (adjusted
 to the  date  of  such                          calculations  in the event of
 re-capitalization,  but excluding  those shares already                          issued
under this Warrant). 






	 	A  	=	the Fair Market Value of one Warrant Share. 






	 	B  	=	Exercise Price (as adjusted to the date of such calculation in the event of
                         re-capitalization). 









	 	
For
purposes hereof, the “Fair Market Value” of a Warrant Share as of a particular
date (the “Determination Date”) shall mean:  






	 	(i) 	if
the Company’s Warrant Shares are traded on the American Stock Exchange
               or another national exchange or are quoted on the National or SmallCap
Market of                The Nasdaq Stock Market, Inc.(“Nasdaq”), then the
closing or last sale                price, respectively, reported for the last business
day immediately preceding                the Determination Date.  






	 	(ii) 	If
the Company’s Warrant Shares are not traded on the American Stock
               Exchange or another national exchange or on the Nasdaq but are traded on
the                NASD OTC Bulletin Board, then the mean of the average of the closing
bid and                asked prices reported for the last business day immediately
preceding the                Determination Date.  






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	 	(iii) 	Except
as provided in clause (iv) below, if the Company’s Warrant Shares                are
not publicly traded, then as the Holder and the Company agree or in the
               absence of agreement, by arbitration before a single arbitrator qualified
by                education and training to pass on the matter to be decided.  








	 	(iv) 	If
the Determination Date is the date of a liquidation, dissolution or winding
               up, or any event deemed to be a liquidation, dissolution or winding up
pursuant                to the Company’s Articles of Association (the “Articles”),
then                all amounts to be payable per share to holders of the Warrant Shares
pursuant to                the Articles in the event of such liquidation, dissolution or
winding up,                assuming for the purposes of this clause (d) that all of the
Warrant Shares then                issuable upon exercise of the Warrant are outstanding
at the Determination Date.  






          	 	2.3. 	
               The Holder of the Warrant, by its acceptance hereof, covenants and agrees that
               this Warrant is being acquired as an investment and not with a view to the
               distribution hereof and such Holder further covenants and agrees that it will
               not sell, transfer, pledge, assign, or hypothecate the Warrant or the Warrant
               Shares unless there is an effective registration statement under the Securities
               Act covering the Warrant or the Warrant Shares, or the Holder of the Warrant
               and/or the Warrant Shares receives an opinion of counsel satisfactory to the
               Company stating that such sale, transfer, pledge, assignment, or hypothecation
               is exempt from the registration and prospectus delivery requirements of the
               Securities Act and the qualification requirements under applicable law. 


               



          	 	2.4. 	
               If this Warrant should be exercised in part, the Company shall, upon surrender
               of this Warrant for cancellation, execute and deliver a new Warrant evidencing
               the rights of the Holder to purchase the remainder of the Warrant Shares
               purchasable hereunder. The Company shall pay any and all expenses, taxes and
               other charges that may be payable in connection with the issuance of the Warrant
               Shares and the preparation and delivery of share certificates pursuant to this
               Section 2 in the name of the Holder (including without limitation the applicable
               stamp duty if mandated), and to the extent required, the execution and delivery
               of a new Warrant, provided, however, that the Company shall only be required to
               pay taxes which are due as a direct result of the issuance of the Warrant Shares
               or other securities, properties or rights underlying such Warrants (such as the
               applicable stamp duty), and will not be required to pay any tax which may be (i)
               due as a result of the specific identity of the Holder or (ii) payable in
               respect of any transfer involved in the issuance and delivery of any such
               certificates in a name other than that of the Holder. For the avoidance of
               doubt, the Corporation shall not be liable for any income tax or capital gains
               tax that the Holder will be required to pay with respect to the issuance of such
               Warrant Shares. 


               



          	 	2.5. 	
               No fractions of Ordinary Shares shall be issued in connection with the exercise
               of this Warrant, and the number of Ordinary Shares issued shall be rounded up or
               down to the nearest whole number. 


               



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          	 	2.6. 	
               Upon the issuance of Ordinary Shares resulting from the exercise in whole or in
               part of this Warrant, the Company shall deliver to the Holder an irrevocable
               letter of instructions to the Company’s transfer agent to issue as soon as
               is reasonably practicable to the Holder share certificates reflecting the
               Warrant Shares exercised thereby, together with any and all other documents
               required for the issuance of such certificates by the transfer agent. 


               





          	3. 	
               RESERVATION OF SHARES 


               



	 	
The
Company covenants that: (i) at all times during the Warrant Period it shall have in
reserve, and will keep available solely for issuance or delivery upon exercise of the
Warrant, such number of Ordinary Shares as shall be issuable upon the exercise hereof, and
(b) upon exercise of the Warrant and payment of the Exercise Price hereunder, or upon a
cashless exercise as provided herein, the Warrant Shares issuable upon such exercise will
be validly issued, fully paid, non assessable, free and clear from any lien, encumbrance,
pledge or any other third party right and not subject to any preemptive rights. 






	4.  	ADJUSTMENTS
TO EXERCISE PRICE AND NUMBER OF SECURITIES  






	 	4.1. 	Subdivision
and Combination. In case the Company shall at any time subdivide or combine the
Ordinary Shares, the Exercise Price shall forthwith be
proportionately decreased in the case of subdivision or increased in
the case of combination. 






	 	4.2. 	Stock
Dividends and Distributions. In case the Company shall pay a dividend on, or
make a distribution of, Ordinary Shares or of the Company's share
capital, the Exercise Price shall forthwith be proportionately
decreased. An adjustment pursuant to this Section 4.2 shall be made
as of the record date for the subject stock dividend or distribution. 







	 	4.3. 	Adjustment
in Number of Securities. Upon each adjustment of the Exercise Price pursuant to
the provisions of Sections 4.1 and 4.2, the number of Ordinary Shares
issuable upon the exercise of each Warrant shall be adjusted to the
nearest full amount by multiplying a number equal to the Exercise
Price in effect immediately prior to such adjustment by the number of
Ordinary Shares issuable upon exercise of the Warrants immediately
prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price. 






	 	4.4. 	No
Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price
shall be made if the amount of said adjustment shall be less than 1
cents ($0.01) per Ordinary Share, provided, however, that in such
case any adjustment that would otherwise be required then to be made
shall be carried forward and shall be made at the time of and together with the next
subsequent adjustment which, together with any adjustment so carried
forward, shall amount to at least 1 cents ($0.01) per Ordinary Share. 






	 	4.5. 	Merger
or Consolidation. In case of any consolidation of the Company with or merger of the
Company with, or merger of the Company into (other than a merger
which does not result in any reclassification or change of the
outstanding Ordinary Shares), the Company shall cause the corporation
formed by such consolidation or merger or surviving such merger to execute and
deliver to the Holder a supplemental warrant agreement providing
that the Holder of the Warrant then outstanding or to be outstanding
shall have the right thereafter (until the expiration of such
Warrant) to receive, upon exercise of such Warrant, the kind and amount
of shares of stock and other securities and property receivable upon
such consolidation or merger, by a holder of the number of Ordinary
Shares of the Company for which such Warrant might have been
exercised immediately prior to such consolidation or merger. Such
supplemental warrant agreement shall provide for adjustments, which
shall be identical to the adjustments provided in this Section 4.
The provisions of this Section 4.5 shall similarly apply to
successive consolidations or mergers. 






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	5.  	In
each case of any  adjustment or  readjustment  described  above,  the Company at its
expense,  will          promptly cause its Chief Financial  Officer or other  appropriate
 designee to compute such adjustment          or readjustment  in accordance  with the
terms of the Warrant and prepare a certificate  setting forth          such  adjustment
 or  readjustment  and  showing in detail the facts  upon  which such  adjustment  or
         readjustment is based. The Company will forthwith mail a copy of each such
certificate to the Holder.






	6.  	NOTICES
TO WARRANT HOLDERS  






	 	
Nothing
contained in this Warrant shall be construed as conferring upon the Holder the right to
vote or to consent or to receive notice as a shareholder in respect of any meetings of
shareholders for the election of directors or any other matter, or as having any rights
whatsoever as a shareholder of the Company. If, however, at any time prior to the
Expiration Date, any of the following events shall occur: 






          	 	6.1. 	
               The Company shall take a record of the holders of its shares for the purpose of
               entitling them to receive a dividend or distribution payable otherwise than in
               cash, or a cash dividend or distribution payable other than out of current or
               retained earnings, as indicated by the accounting treatment of such dividend or
               distribution on the books of the Company; 


               



          	 	6.2. 	
               The Company shall offer to all the holders of its shares any additional shares
               of the share capital of the Company or securities convertible into or
               exchangeable for shares of the share capital of the Company, or any option,
               right or warrant to subscribe therefor; or 


               



          	 	6.3. 	
               A dissolution, liquidation or winding up of the Company (other than in
               connection with a consolidation or merger) or a sale of all or substantially all
               of its property, assets and business as an entirety shall be proposed; 


               



	 	
then,
in any one or more of said events, the Company shall give to the Holder written notice of
such event at least thirty (30) days prior to the date fixed as a record date or the date
of closing the transfer books for the determination of the shareholders entitled to such
dividend, distribution, convertible or exchangeable securities or subscription rights, or
entitled to vote on such proposed dissolution, liquidation, winding up or sale. 






14










          	7. 	
               TRANSFERABILITY 


               



          	 	7.1. 	
               The Company need not register a transfer of this Warrant or the Warrant Shares
               bearing the restrictive legend set forth in Section 7.2 below, unless the
               conditions specified in such legend are satisfied and the transferees provide
               the Company with written representations required pursuant to the Securities Act
               for such transfer and such transferees agree to be bound by the terms and
               conditions of this Warrant. The Company may also instruct its transfer agent not
               to register the transfer of the shares of Warrant Shares unless the conditions
               set forth in the previous sentence are satisfied. Any transfer of the Warrant
               Shares is subject to the Company’s Articles of Association. The Holder may,
               subject to applicable securities laws and compliance with the foregoing, sell,
               transfer, assign, encumber, pledge or otherwise dispose or undertake to dispose
               of the Warrant. 


               



          	 	7.2. 	
               Unless registered, the Warrant Shares issued upon exercise of the Warrants shall
               be subject to a stop transfer order and the certificate or certificates
               evidencing such Warrant Shares shall bear legend substantially similar to the
               following: 


               





	 	
“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE SHARES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT, OR AN OPINION
OF COUNSEL FOR THE HOLDER OF THE SHARES SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT.” 






	8.  	LOSS,
ETC. OF WARRANT  






	 	
Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant, and of indemnity reasonably satisfactory to the Company, if
lost, stolen or destroyed, and upon surrender and cancellation of this Warrant, if
mutilated, and upon reimbursement of the Company’s reasonable direct expenses, the
Company shall execute and deliver to the Holder a new Warrant of like date, tenor and
denomination. 






	9.  	HEADINGS  






	 	
The
headings of this Warrant have been inserted as a matter of convenience and shall not
affect the construction hereof. 






	10.  	NOTICES  






	 	
Unless
otherwise provided, any notice required or permitted under this Warrant shall be given in
writing and shall be deemed effectively given upon personal delivery to the party to be
notified or seven (7) days after deposit with the post authority, for dispatch by
registered or certified mail, postage prepaid and addressed to the Holder at the address
set forth in the Company’s books and to the Company at the address of its principal
offices set forth above, or when given by facsimile or other form of rapid written
communication, provided that confirming copies are sent by such airmail. 






15










	11.  	GOVERNING
LAW  






	 	
This
Warrant shall be governed by and construed and enforced in accordance with the laws of the
State of Israel (regardless of the laws that might otherwise govern under applicable
Israel principles of conflicts of law). Except as provided elsewhere herein, any dispute
arising out of or in connection with this Warrant is hereby submitted to the sole and
exclusive jurisdiction of the competent courts located in the District of Tel Aviv. 






	12.  	Rights
of Shareholders. No holder of this Warrant shall be entitled, as a Warrant holder, to
vote or receive dividends or be deemed the holder of the shares of the
applicable class of Warrant Shares or any other securities of the Company
which may at any time be issuable on the exercise of this Warrant for any
purpose, nor shall anything contained herein be construed to confer upon the holder of
this Warrant, as such, any of the rights of a shareholder of the Company
or any right to vote for the election of directors or upon any matter submitted
to shareholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issuance of share,
reclassification of share, change of par value, consolidation, merger,
conveyance, or otherwise) or, except as specified herein, to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until
the Warrant shall have been exercised and the shares of the applicable class
of Warrant Shares purchasable upon the exercise hereof shall have become
deliverable, as provided herein.  








	13.  	Additional
Representations and Warranties by the Holder. The Holder represents and warrants to
the Company as follows:  






	 	(a) 	The
Holder understands that the Warrant and the Warrant Shares have not been
                    registered under the Securities Act (as defined below), or another
comparable                     law, by reason of their issuance in a transaction exempt
from registration under                     the Securities Act, and that they must be
held by the Holder indefinitely, and                     that the Holder must therefore
bear the economic risk of such investment                     indefinitely, unless the
Warrant Shares have been registered for resale under                     the Securities
Act or such resale is exempted from such registration. The Holder                     is
aware of the provisions of Rule 144 promulgated under the Securities Act
                    and its requirements for the resale of the Warrant Shares which
permits limited                     resale of shares purchased in a private placement
subject to the satisfaction of                     certain conditions. The Holder further
understands that the Warrant Shares have                     not been qualified under any
state or non-U.S. securities law. The Holder                     understands that no
public market now exists for any of the Warrant Shares                     and/or the
Warrant and that the Company has made no assurances that a public
                    market will ever exist for the Warrant Shares. 






	 	(b) 	The
Holder has such knowledge and experience in financial and business matters
                    that it is capable of evaluating the merits and risks of the purchase
of this                     Warrant and the Warrant Shares purchasable pursuant to the
terms of this Warrant                     and of protecting its interests in connection
therewith. 






	 	(c) 	The
Holder is able to bear the economic risk of the purchase of the Warrant
                    Shares pursuant to the terms of this Warrant including an entire loss
of the                     value of such investment. 






	 	(d) 	If
Holder is a resident or citizen of the United States or the offer of the
                    Warrant Shares was made to the Holder, while such person or entity
was in the                     United States, then the Holder is an “accredited
investor” within the                     meaning of Rule 501(a) promulgated under
the Securities Act . 






16










	 	(e) 	If
the Holder is not a resident or citizen of the United States and the offer of
                    the Warrant Shares was not made to the Holder while the Holder was in
the United                     States, then the Holder acknowledge and agree that the
offer and sale of the                     Warrant Shares is being made in reliance upon
Regulation S promulgated under the                     Securities Act and that the offer
and sale of the Warrant Shares constitutes an                     “offshore
transaction” within the meaning of Regulation S, as amended                     from
time to time. 






	14.  	ENTIRE
AGREEMENT; AMENDMENT AND WAIVER  






        This
Warrant and the Exhibit 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 Warrant 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 both the Company and the Holders of a majority of the outstanding
Warrants issued pursuant to the subscription agreement dated ________, except that any
amendment that has an adverse effect on the financial terms of the Warrant shall require
the consent of the affected Holder. Any amendment or waiver affected in accordance with
this Section 14 shall be binding upon the Company, the holders of all Warrants and each
transferee of the Warrants. 



17










SIGNATURE PAGE OF
WARRANT  



IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed as of the date first written above. 









	Radview Software Ltd.



By:
——————————————

Name:    Jaron Lotan
Title:   Chairman of the Board		











	By:
——————————————

Name:    Limor Stoller
Title:   Vice President of Finance		







Agreed and Accepted: 








	Meitav Underwriting Ltd.



By:
——————————————

Name:    
——————————————

Title:   
——————————————		









18












EXHIBIT A  



Warrant Exercise Form 



_________________, 200_ 



Radview Software Ltd.

14 Hamelacha Street

Park Afek, Rosh Haayin 48091

Israel 






Dear Sirs, 



Re:     Exercise of Warrant  



        The
 undersigned,  pursuant  to the  provisions  set  forth in the  attached  Warrant  (No.
 PW-____), hereby elects to purchase ____________ Ordinary Shares covered by such Warrant. 




        The
undersigned herewith makes payment of the full Exercise Price for such shares at the price
per share provided for in such Warrant, which is $___________. Such payment takes the form
of (check applicable box): 



	__________  	$__________
in lawful money of the United States; and/or 









	__________  	the
cancellation of such portion of the attached Warrant as is exercisable for a total of
_______ Ordinary Shares (using a Fair Market Value of $_______ per share for purposes of
this calculation), pursuant to the cashless exercise procedure set forth in Section 2.2.  






        The
undersigned requests that the certificates for such shares be issued in the name of
___________ and delivered to _____________ whose address is ______________________. 



        The
undersigned represents and warrants that all offers and sales by the undersigned of the
securities issuable upon exercise of the within Warrant shall be made pursuant to
registration of the Ordinary Shares under the Securities Act of 1933, as amended (the
“Securities Act”) or pursuant to an exemption from registration under the
Securities Act. 






	Dated: ______________________________________________ 	____________________________________________________

(Signature must conform to name of Holder as specified on the
face of the Warrant)








	 	Address: 	______________________________________________ 
______________________________________________ 






19