EXHIBIT 4.5

                            ASSET PURCHASE AGREEMENT

                                  By and Among

                                NICE SYSTEMS LTD.

                                       and

                           NICE CTI Systems UK Limited

                                       and

                               NICE Systems, Inc.

                                       and

                             ORSUS SOLUTIONS LIMITED

                                       and

                            ORSUS SOLUTIONS USA, Inc.

                                       and

                        ORSUS SOLUTIONS (Israel) 99 Ltd.

                                       and

                           ORSUS SOLUTIONS UK Limited

                                       and

                                 ORSUS USA, LLC

                          Dated as of November 22, 2009


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                            ASSET PURCHASE AGREEMENT

     ASSET PURCHASE AGREEMENT, dated as of November 22, 2009 (the "AGREEMENT"),
by and among (i) NICE SYSTEMS LTD., a company organized under the laws of the
State of Israel ("PARENT"); (ii) NICE CTI Systems UK Limited a company organized
under the laws of England and Wales, ("PURCHASER SUB1"); (iii) NICE Systems,
Inc. a company organized under the laws of the State of Delaware, United States
of America ("PURCHASER SUB2", together with Purchaser SUB1 and with the Parent,
the "PURCHASERS"); (iv) ORSUS Solutions Limited, a company organized under the
laws of the British Virgin Islands ("COMPANY"); (v) ORSUS Solutions USA, Inc. a
corporation organized under the laws of the State of Delaware, ("SELLER USA
INC"); (vi) ORSUS Solutions (Israel) 99 Ltd. a company organized under the laws
of the State of Israel ("SELLER ISRAEL SUB"); (vii) ORSUS Solutions UK Limited a
company organized under the laws of the United Kingdom ("SELLER UK SUB"); (viii)
ORSUS USA, LLC a limited liability company organized under the laws of the State
of Delaware, ("SELLER USA LLC", and together with Seller UK Sub, Seller Israel
Sub, Seller USA INC and Company collectively the "SELLERS").

                              W I T N E S S E T H:

WHEREAS        The Sellers are, among other things, engaged in the Business (as
               defined below);

WHEREAS        the Business is conducted with certain assets and liabilities of
               the Sellers;

WHEREAS        Sellers desire to sell, transfer and assign to the Purchasers,
               and the Purchasers desire to acquire and assume from Sellers, all
               of the Purchased Assets and Assumed Liabilities (as hereinafter
               defined);

WHEREAS        In order to induce the Purchasers to enter into this Agreement
               all of the Key Employees (as hereinafter defined) of the Sellers
               have entered into as of the date hereof, written letters in which
               they undertake to be employed by the Purchasers upon and after
               the Closing Date.

NOW, THEREFORE the parties hereby agree as follows:

1.   DEFINITIONS

     1.1. CERTAIN DEFINITIONS

          For purposes of this Agreement, the following terms shall have the
          meanings specified in this SECTION 1.1:

          "ACCOUNTS RECEIVABLE" means all Sellers' accounts and notes receivable
          from customers related to or arising out of the Business or the
          Purchased Assets in connection with the sale and license of products
          or provision of services.


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          "AFFILIATE" means, with respect to any Person, any other Person that,
          directly or indirectly through one or more intermediaries, controls,
          or is controlled by, or is under common control with, such Person, and
          the term "control" (including the terms "controlled by" and "under
          common control with") means the possession, directly or indirectly, of
          the power to direct or cause the direction of the management and
          policies of such Person, whether through ownership of voting
          securities, by contract or otherwise.

          "BUSINESS" means the Sellers' business for situation management and
          physical security information management systems ("PSIM") including
          the "Situator" product and all global commercial activities conducted
          by the Sellers related to the past, current or the currently planned,
          design, development, sale, production, manufacturing, marketing of and
          provisioning of related services for, products, software, documents,
          solutions and technology of the Situator, as such business has been
          conducted prior to and as of the Closing Date by the Sellers including
          through its channel partners; provided, however that Business shall
          not include the business or operations solely related to the Orsus
          Mobile Framework (OMF) and/or iglue (the "EXCLUDED BUSINESS").

          "BUSINESS DAY" means any day of the year on which national banking
          institutions in Israel, are open to the public for conducting business
          and are not required by law to close.

          "CODE" means the United States Internal Revenue Code of 1986, as
          amended, and the rules and regulations promulgated thereunder.

          "COMPANY OPTION PLANS" means the 1999 Purchase Plan (the "1999 PLAN"),
          the 2001 Stock Option Plan (the "2001 PLAN") and the 2007 Incentive
          Option Plan (the "2007 PLAN") of the Company.

          "COMPANY SHARES" means Ordinary A Shares of $0.01 par value each of
          the Company.

          "CONSENTS" means consents, approvals, requirements, exemptions,
          orders, waivers, allowances, novations, authorizations, declarations,
          filings, registrations and notifications.

          "CONTRACT" means, with respect to any Person, all agreements,
          undertakings, contracts, obligations, arrangements, promises,
          understandings and commitments (whether written or oral and whether
          express or implied) (i) to which such Person is a party, (ii) under
          which such Person has any rights, (iii) under which such Person has
          any Liability or (iv) by which such Person, or any of the assets or
          properties owned or used by such Person, is bound, including all
          license agreements, manufacturing agreements, supply agreements,
          purchase orders, sales orders, distributor agreements, sales
          representation agreements, warranty agreements, indemnity agreements,
          maintenance and service agreements, employment and consulting
          agreements, guarantees, credit agreements, notes, mortgages, security
          agreements, financing leases, leases (including Leases), comfort
          letters, derivative agreements, confidentiality agreements, joint
          venture agreements, partnership agreements, binding open bids and
          RFIs, RFPs and the like, powers of attorney, binding memoranda of
          understanding and binding letters of intent, including, in each case,
          all amendments, modifications and supplements thereto and Consents
          thereunder.


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          "DAMAGES" means any and all losses, Liabilities, claims, damages,
          fines, payments, Taxes, costs and expenses, whether asserted or
          reasonably expected to be asserted, fixed, absolute or contingent,
          matured or unmatured, accrued or unaccrued, liquidated or unliquidated
          or due or to become due, and whenever or however arising and whether
          or not resulting from Third Party claims (including the reasonable
          costs and expenses of any and all Legal Proceedings or other legal
          matters).

          "DOCUMENTS" means all files, documents, instruments, correspondence,
          papers, books, reports, records, tapes, microfilms, photographs,
          letters, mails, budgets, forecasts, ledgers, journals, customer lists,
          customer files, supplier lists, regulatory filings, operating data and
          plans, technical documentation (design specifications, functional
          requirements, operating instructions, logic manuals, flow charts,
          etc), user documentation (installation guides, user manuals, training
          materials, release notes, working papers, etc.), marketing and
          advertising documentation (sales brochures, flyers, pamphlets,
          promotional materials, web pages, etc.), and other similar materials,
          in each case in whatever form, including electronic databases, printed
          and other electronic media.

          "EMPLOYEES" means all individuals who are employed by the Sellers as
          of the date hereof in connection with the Business, either by way of
          employment agreements, consulting agreements or agreements with
          man-power companies, and listed in SCHEDULE 1.1(A) hereof under the
          title "employees", and/or employed by the Sellers at the Closing.

          "EMPLOYEE AGREEMENT" means, with respect to the Sellers, each
          employment and consulting agreement and each signing bonus,
          relocation, repatriation, expatriation, or similar agreement between
          the Sellers and any of their ERISA Affiliates and any Employee.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
          amended.

          "ERISA AFFILIATE" means, with respect to any Person, any other Person
          under common control with such Person or any of such Person's
          Subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of
          the Code.

          "ESCROW AGENT" means ESOP Trust Company selected by the Purchasers and
          the Sellers to act as escrow agent under the Escrow Agreement.

          "ESCROW AGREEMENT" means an escrow agreement by and among the Parent,
          the Sellers and the Escrow Agent in the form of EXHIBIT A attached
          hereto.

          "GAAP" means Generally Accepted Accounting Principles in effect in the
          United States on the date on which they are to be applied pursuant to
          this Agreement, applied consistently throughout the relevant periods.


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          "GOVERNMENTAL BODY" means any: (a) nation, principality, state,
          commonwealth, province, territory, county, municipality, district or
          other jurisdiction of any nature, (b) federal, state, local,
          municipal, foreign or other government, (c) governmental, quasi
          governmental or regulatory body of any nature, including any
          governmental division, subdivision, department, agency, bureau,
          branch, office, commission, council, board, instrumentality,
          organization, unit, or body, or (d) court, public or private
          arbitrator or other public tribunal.

          "HARDWARE" means any and all computer and computer-related hardware or
          equipment, including, but not limited to, computers, file servers,
          facsimile servers, scanners, color printers, laser printers and
          related peripherals.

          "INTELLECTUAL PROPERTY" means (a) all inventions (whether patentable
          or unpatentable and whether or not reduced to practice), all
          improvements thereto, and all patents (including utility and design
          patents, industrial designs and utility models), patent applications,
          and all other rights of inventorship, worldwide, together with all
          reissuances, continuations, continuations-in-part, divisions,
          revisions, supplementary protection certificates, extensions and
          re-examinations thereof (collectively, "Patents"); (b) trademarks,
          service marks, trade names, service names, brand names, trade dress
          rights, logos, Internet domain names and addresses and general-use
          e-mail addresses, together with the goodwill associated with any of
          the foregoing throughout the world, and all applications,
          registrations and renewals thereof (collectively, "Marks"); (c)
          copyrights and registrations and applications therefor, including in
          and to works of authorship, moral rights, mask works and all other
          rights corresponding thereto throughout the world, whether published
          or unpublished, including rights to prepare, reproduce, perform,
          display and distribute copyrighted works and copies, compilations,
          collective works, and derivative works thereof (collectively,
          "COPYRIGHTS"); (d) all trade secrets and confidential business and
          technical information (including ideas, research and development,
          know-how, formulas, technology, compositions, manufacturing and
          production processes and techniques, technical data, engineering,
          production and other designs, plans, drawings, engineering notebooks,
          industrial models, software and specifications) ((collectively, "TRADE
          SECRETS"); (e) all (i) computer programs, including any and all
          software implementations of algorithms, models and methodologies,
          whether in source code or object code, (ii) computer-based databases
          and compilations, (iii) descriptions, flow-charts and other work
          product used to design, plan, organize and develop any of the
          foregoing, screens, user interfaces, report formats, firmware,
          development tools, templates, menus, buttons and icons, and (iv) all
          Documents related to any of the foregoing, (collectively, "SOFTWARE");
          (f) all computer and electronic data, data processing programs,
          documentation and software, both source code and object code
          (including flow charts, diagrams, descriptive texts and programs,
          computer print-outs, underlying tapes, computer databases and similar
          items), computer applications and operating programs; (g) all rights
          to sue for and remedies against past, present and future infringements
          of any or all of the foregoing and rights of priority and protection
          of interests therein under the Laws of any jurisdiction worldwide; (h)
          all copies and tangible embodiments of any or all of the foregoing (in
          whatever form or medium, including electronic media); and (i) all
          other proprietary, intellectual property and other rights relating to
          any or all of the foregoing.


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          "KEY EMPLOYEE OPTIONS" means options to purchase Company Shares and
          Company Shares in the form of restricted stock awards to be granted by
          the Company to the Key Employees in accordance with Section 3.6
          hereunder.

          "KEY EMPLOYEES" means the Employees listed in SCHEDULE 1.1(B) hereof
          under the title "key employees".

          "KNOWLEDGE OF SELLERS" or "SELLERS' KNOWLEDGE" means with respect to a
          matter in question, the knowledge of the officers of the Sellers
          listed below. An individual will be deemed to have "Knowledge" of a
          particular fact or matter if such individual is actually aware of such
          fact or matter or if such individual should have become aware of such
          fact or matter after making reasonable inquiry or otherwise in the
          course of performing his or her duties. Knowledge of the Sellers shall
          mean the knowledge of Gil Weiser, Rafi Bhonker, Alex Taskar, Max
          Kholmyansky, and Jacob Fox. "ACTUAL KNOWLEDGE OF SELLERS" means with
          respect to a matter or fact in question, the actual awareness of such
          matter or fact by Gil Weiser, Rafi Bhonker, Alex Taskar, Max
          Kholmyansky, and Jacob Fox. "SELLERS' IP KNOWLEDGE" means with respect
          to a matter or fact in question if the individuals above are actually
          aware of such fact or matter or if such individual should have become
          aware of such fact or matter in the course of performing his or her
          duties, without conducting any inquiry of third party (outside of the
          Sellers), patent search or a "freedom to operate" study.

          "LAW" means any federal, state, local, municipal, foreign or other law
          (including common law), statute, legislation, constitution, code,
          Order, edict, decree, proclamation, treaty, convention, directive,
          ordinance, rule, regulation, permit, ruling, determination, decision,
          interpretation or other requirement that is issued, enacted, adopted,
          passed, approved, promulgated, implemented or otherwise put into
          effect by or under the authority of any Governmental Body and is
          applicable to and binding upon the relevant Person.

          "LEGAL PROCEEDING" means any judicial, administrative or arbitral
          action, suit, litigation, proceeding (including civil, criminal,
          administrative, investigative or appellate proceeding), at law or in
          equity by or before any Governmental Body.

          "LIABILITY" means any and all claims, debts, liabilities, obligations
          and commitments of whatever nature, fixed, absolute or contingent,
          matured or unmatured, accrued or unaccrued, liquidated or unliquidated
          or due or to become due, and whenever or however arising (including
          those arising out of any Contract or tort, whether based on
          negligence, strict liability or otherwise) regardless of whether the
          same would be required by GAAP to be reflected as a liability in
          financial statements or disclosed in the notes thereto.


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          "LIEN" means any lien, pledge, hypothecation, mortgage, deed of trust,
          security interest, preference, lease, charge, option, right of first
          refusal, easement, trust, equitable interest, servitude, proxy,
          encumbrance, interference, defect in title, impediment of title,
          impairment of title, imperfection of title, existing or known to be
          pending restriction on the use of any asset or the possession,
          exercise or transfer of any attribute of ownership of any asset, or
          any claim with respect to any of the foregoing. It is hereby clarified
          that (i) with respect to an asset that the Sellers have rights with
          respect thereto but is not owned by the Sellers, the foregoing shall
          apply to the said right held by the Sellers and not to the underlying
          asset, and (ii) that a right of a Third Party to prohibit transfer of
          an assets without the consent of such Third Party shall not constitute
          a Lien.

          "MATERIAL ADVERSE EFFECT" means any event, change, effect, condition
          or circumstance that, when taken individually or together with all
          other adverse events, changes or effects, is or is reasonably likely
          (a) to be materially adverse to the Purchased Assets, as a whole; or
          (b) to be materially adverse to the Business as a whole and/or to the
          ability of the Purchasers to continue such Business immediately after
          the Closing substantially as conducted prior to the Closing; or (c) to
          prevent consummation of the transactions contemplated by this
          Agreement; other than any change, effect, event, occurrence,
          condition, development or state of facts arising from or relating to
          changes or conditions generally affecting the industries or markets
          related to the Business to the extent that such changes or conditions
          do not have a disproportionate material adverse effect on the Sellers
          as a whole relative to other similarly situated companies.

          "NETWORK IDENTIFIERS" means all internet protocol addresses and
          networks used by the Sellers, related directly or indirectly, in whole
          or in part, to the Business, including without limitation, DNS domain
          names, e-mail addresses, world wide web (www) and http addresses,
          network names, network addresses, and services (such as mail or
          web-site) whether or not used or currently in service, and including
          all registrations relating thereto in or with all registration bodies
          or organizations.

          "ORDER" means any temporary, preliminary or permanent order,
          injunction, judgment, decree, edict, pronouncement, determination,
          reported decision, published opinion, verdict, sentence, stipulation,
          subpoena, ruling, writ, assessment or award that is or has been
          issued, made, entered, rendered or otherwise put into effect by or
          under the authority of any court, administrative agency or other
          Governmental Body or any arbitrator or arbitration panel or any
          Contract with any Governmental Body that is or has been entered into
          in connection with any Legal Proceeding.

          "ORDINARY COURSE OF BUSINESS" describes any action taken by each of
          the Sellers if such action is consistent with the ordinary and usual
          course of normal operations of the Business through the date hereof
          and consistent with past practice.

          "PARENT ORDINARY SHARES" means ordinary shares, NIS 1.00 par value per
          share, of the Parent.

          "PERMITS" means any approvals, authorizations, consents, licenses,
          permits or certificates of a Governmental Body.


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          "PERSON" means any individual, corporation, partnership, limited
          liability company, firm, joint venture, association, joint-stock
          company, trust, estate, unincorporated organization, Governmental Body
          or other entity.

          "PLAN" means each plan, including any pension, retirement, cash
          balance, money purchase, savings, profit sharing, annuity, deferred
          compensation, bonus, incentive (including, without limitation, cash,
          stock option, stock bonus, stock appreciation, phantom stock,
          restricted stock, restricted stock unit and stock purchase), medical,
          dental, vision, hospitalization, long-term care, prescription drug and
          other health, employee assistance, cafeteria, flexible benefits, life
          insurance, short and long term disability, vacation pay, severance
          pay, other welfare and fringe benefit and similar plans, programs,
          understandings, arrangements or agreements, including without
          limitation all employee benefit plans, sponsored or maintained by any
          of the Sellers.

          "PURCHASED CONTRACTS" means (i) all Contracts relating to the
          Purchased Assets and/or the Business and/or to the operation
          (including without limitation past operation) of the Sellers in
          connection with the Business (e.g., premises lease, car leases etc.)
          to which any of the Sellers is a party, including without limitation
          those that are listed on SCHEDULE 2.1.6 hereto (ii) all Contracts
          relating to the Purchased Assets or the Business and/or to the
          operation of the Sellers in connection with the Business entered into
          after the date hereof and prior to the Closing either in the Ordinary
          Course of Business or in accordance with the provisions of this
          Agreement or that were approved by the Parent in advance and in
          writing; and (iii) all other Contracts in effect as of the Closing to
          which any of the Sellers is a party and are related to the Purchased
          Assets or the Business and/or to the operation (including without
          limitation past operation) of the Sellers in connection with the
          Business (the "OTHER CONTRACTS"), including without limitation those
          which will be added to Schedule 2.1.6 to be provided to the Purchasers
          prior to the Closing, provided that any Other Contract of which the
          Parent is made aware after the Closing Date shall become a Purchased
          Contract.

          "PURCHASED EQUIPMENT" means all office equipment, telecom equipment
          and any material or machines, as well as all furniture, fixtures,
          furnishings, leasehold improvements, vehicles, computer and computer
          related Hardware, equipment (including research and development
          equipment) and other tangible personal property used, owned or leased
          by the Sellers, used for the conduct of the Business, including
          without limitation as set forth in SCHEDULE 2.1.2, except to the
          extent included in the Excluded Assets.

          "PURCHASED INTELLECTUAL PROPERTY LICENSES" means any grant to Sellers
          of a right to use a Third Party Intellectual Property in connection
          with the Business, including for the creation of proxies, gateways,
          interfaces (including GUI) and libraries, including without limitation
          those listed on SCHEDULE 1.1(C).

          "REPRESENTATIVES" means, with respect to any Person, such Person's
          Affiliates, directors, officers, employees, agents, consultants,
          advisors and other representatives, including legal counsel,
          accountants and financial advisors.


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          "RETENTION OPTIONS" means options to purchase Company Shares to be
          granted by the Company to certain Hired Employees in accordance with
          Section 3.6 hereunder.

          "STOCK CONSIDERATION" means the Key Employee Options together with the
          Retention Options.

          "SUBSIDIARY" means any Person of which a majority of the outstanding
          voting securities or other voting equity interests are owned, directly
          or indirectly, by the Company.

          "TARGET AMOUNT" means US$0.

          "TAX" or "TAXES" means any and all taxes, charges, duties, fees,
          levies, imposts or other assessments, reassessments, or mandatory
          payments of any kind whatsoever, whether direct or indirect, imposed
          by or payable to or accrued to the benefit of any federal, state,
          local or foreign tax authority and/or Governmental Authority,
          including, without limitation, gross income, net income, gross
          receipts, license, payroll, employment, workers' compensation, excise,
          severance, stamp, occupation, premium, windfall profits,
          environmental, customs duties, capital stock, franchise, profits,
          withholding, social security (or similar), unemployment, disability,
          property, personal property, sales, use, transfer, registration, value
          added, business, ad valorem, duties, turnover, goods, production,
          occupancy, utility, services, municipal, real property, abandoned
          property under escheatment Laws, capital gain, transfer and gain,
          alternative or add-on minimum, estimated, or other taxes or mandatory
          payments of any kind whatsoever, including any interest, penalty, or
          addition thereto, whether disputed or not, including any liability for
          the foregoing by reason of membership in affiliated, consolidated,
          combined, unitary or similar Tax group by Contract, indemnity or
          otherwise.

          "TAXING AUTHORITY" means the U.S. Internal Revenue Service, the
          Israeli Tax Authority and any other Governmental Body responsible for
          the imposition, assessment, collection or administration of any Tax.

          "TAX RETURN" means any return, statement, declaration, notice,
          certificate, report or other document that is or has been filed with
          or submitted to, or is or was required to be filed with or submitted
          to any Governmental Body in connection with the determination,
          assessment, collection, or payment of any Tax or in connection with
          the administration, implementation or enforcement of or compliance
          with any Law related to any Tax (including any attachments thereto,
          and any amendment thereof) including, but not limited to, any
          information return, claim for refund, amended return or declaration of
          estimated Tax, and including, where permitted or required, combined,
          consolidated or unitary returns for any group of entities that
          includes Seller, any of its Subsidiaries, or any of their Affiliates.

          "THIRD PARTY" means any Person not an Affiliate of the other
          referenced Person or Persons.

          "TRANSACTION DOCUMENTS" means this Agreement or any other agreement,
          exhibit or document attached or ancillary to this Agreement.


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          "TRANSFERRED COPYRIGHT" means the Copyrights relating to the
          Transferred Software and its related Documents.

          "TRANSFERRED INTELLECTUAL PROPERTY" means any and all of the rights,
          titles and interest in registered and unregistered Intellectual
          Property, used, licensed or owned by each and any of the Sellers,
          related directly or indirectly, in whole or in part, to the Business,
          including without limitation, the Transferred Copyrights, the
          Transferred Patents, Transferred Software, Transferred Trademarks,
          Network Identifiers, and the Transferred Trade Secrets (excluding
          Purchased Intellectual Property Licenses).

          "TRANSFERRED PATENTS" means the Patents listed on SCHEDULE 1.1(D).

          "TRANSFERRED SOFTWARE" means the Software listed on SCHEDULE 1.1(E).

          "TRANSFERRED TRADEMARKS" means the Marks listed on SCHEDULE 1.1(F).

          "TRANSFERRED TRADE SECRETS" means the Trade Secrets owned by the
          Sellers which are related to the Transferred Software and the
          Transferred Copyright.

     1.2. TERMS GENERALLY. The definitions in Section 1.1 shall apply equally to
          both the singular and plural forms of the terms defined. Whenever the
          context may require, any pronoun shall include the corresponding
          masculine, feminine and neuter forms. The words "include", "includes"
          and "including" shall be deemed to be followed by the phrase "without
          limitation". The words "herein", "hereof" and "hereunder" and words of
          similar import refer to this Agreement (including the Exhibits and
          Schedules to this Agreement) in its entirety and not to any part
          hereof unless the context shall otherwise require. All references
          herein to Articles, Sections, Exhibits and Schedules shall be deemed
          references to Articles and Sections of, and Exhibits and Schedules to,
          this Agreement unless the context shall otherwise require. Unless the
          context shall otherwise require, any references to any agreement or
          other instrument or statute or regulation are to it as amended and
          supplemented from time to time (and, in the case of a statute or
          regulation, to any successor provisions). Any reference to any
          supranational, national, federal, state, local, or foreign statute or
          law shall be deemed also to refer to all rules and regulations
          promulgated thereunder, unless the context requires otherwise. Any
          reference in this Agreement to a "day" or a number of "days" (without
          explicit reference to "Business Days") shall be interpreted as a
          reference to a calendar day or number of calendar days. If any action
          is to be taken or given on or by a particular calendar day, and such
          calendar day is not a Business Day, then such action may be deferred
          until the next Business Day.

2.   PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES

     2.1. PURCHASE AND SALE OF ASSETS. On the terms and subject to the
          conditions set forth in this Agreement, at the Closing, Purchasers
          shall, in consideration for the Base Purchase Price, purchase, acquire
          and accept from the Sellers, and Sellers shall sell, transfer, assign,
          convey and deliver to Purchasers all of the Sellers' right, title and
          interest in, to and under the Purchased Assets.


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          Any Purchased Assets (as defined hereunder) purchased by the
          Purchasers may require separate instruments of transfer that shall be
          executed with such Purchaser. In the event that the actual assignment,
          transfer, conveyance or delivery of any Purchased Asset to the
          Purchasers or any Affiliate thereof, in and of itself, involves or
          gives rise to any Liability, such Liability shall be borne by the
          Purchasers (other than Tax Liabilities related to the transfer itself,
          and excluding any Liabilities resulting from any transfer of assets or
          liabilities in and of itself between the Sellers themselves which
          shall be an Excluded Liability).

          "PURCHASED ASSETS" shall mean the following assets of the Sellers:

          2.1.1. the Transferred Intellectual Property, including all
               works-in-progress and Transferred Software in development;

          2.1.2. the Purchased Equipment, including without limitation as set
               forth on Schedule 2.1.2;

          2.1.3. all of the goodwill associated with the Business and the
               Transferred Trademarks included in the Transferred Intellectual
               Property, including without limitation all rights associated with
               the Seller's Network Identifiers;

          2.1.4. (i) the Accounts Receivable outstanding at the Closing,
               including without limitation those outstanding on the date hereof
               and listed on SCHEDULE 2.1.4 to the extent they remain
               outstanding as of the Closing, together with all related
               Contracts (the "PURCHASED ACCOUNTS RECEIVABLE");

          2.1.5. the Purchased Intellectual Property Licenses;

          2.1.6. the Purchased Contracts (including without limitation all
               back-log of the Business outstanding as of the Closing);

          2.1.7. all Documents that are used or held for use in, or that arise
               out of, or relate to, the Business, the Purchased Assets, or the
               Transferred Intellectual Property (the Sellers shall be entitled
               to retain copies for their record);

          2.1.8. all Permits used or held for use as of Closing in the Business
               or relating to the Purchased Assets (or any portion thereof) and
               listed on SCHEDULE 2.1.8, except for any Permits that are
               corporate Permits of the Sellers, such as Permits that qualify
               the Sellers to operate in any jurisdiction, and except for
               Permits that relate generally to the operations of the Sellers
               and not specifically with respect to the Business or the
               operation of the Purchased Assets and except for Permits that are
               not transferable under Law;

          2.1.9. all proposals submitted by the Sellers prior to the date hereof
               to potential customers of the Business which proposals are still
               outstanding, including without limitation those listed in
               SCHEDULE 2.1.9 hereof and all pipeline of the Sellers related to
               the Business;

          2.1.10. all Third Party property and casualty insurance proceeds to
               the extent received or receivable after Closing in respect of any
               of the Purchased Assets;


                                     - 11 -
<PAGE>


          2.1.11. all assets related to the Business and/or the Purchased Assets
               included on the Financial Statements, including, without
               limitation, all prepaid expenses, other than prepaid expenses of
               directors and officers liability insurance and other than
               Excluded Assets;

          2.1.12. all performance and other bonds, security and other similar
               deposits provided by third parties for the benefit of the
               Sellers, related to any of the Purchased Contracts;

          2.1.13. all rights in, to and under claims for refunds, rebates or
               other discounts due from suppliers or vendors and rights to
               offset in respect thereof under the Purchased Contracts and
               arising after the Closing Date; and

          2.1.14. all other assets, properties and business, other than the
               Excluded Assets, of every kind and description, wherever located,
               real, personal or mixed, tangible or intangible, owned, held for
               use or used in the conduct of the Business by the Sellers as the
               same will exist on the Closing Date.

          The lists and schedules of Purchased Assets will be updated
          immediately prior to the Closing, to take into consideration
          additional Purchased Assets acquired by the Sellers during the period
          from the date hereof to the Closing Date, in the Ordinary Course of
          Business or in accordance with the provisions of Section 7.2 below
          and/or with the prior written authorization of the Parent. It is
          clarified that any asset that falls within the above definition of
          Purchased Assets shall be deemed a Purchased Asset, notwithstanding
          the failure to list such asset on any of the aforementioned lists and
          schedules.

          The Purchased Assets are held by the different Sellers and as such,
          not all Purchased Assets listed above are purchased from each Seller,
          rather each Seller is selling such Purchased Assets that are owned by
          it (for example, if Seller Israel Sub has no goodwill, then no
          goodwill is being sold by the Seller Israel Sub).

     2.2. EXCLUDED ASSETS. Notwithstanding anything in SECTION 2.1 to the
          contrary, the Purchased Assets shall not include, and the Sellers are
          not selling, transferring, assigning, conveying or delivering to
          Purchasers and the Purchasers are not purchasing, acquiring or
          accepting from the Sellers, any of the rights, properties or assets,
          whether tangible or intangible, real, personal or mixed which are not
          defined as Purchased Assets under this Agreement (the "EXCLUDED
          ASSETS"). Without limiting the generality of the foregoing, the
          Excluded Assets shall include: (i) any equity held by the Company in
          the Sellers (which are not the Company), (ii) any intercompany debt of
          the Sellers and any obligations, rights or undertakings between any of
          the Sellers and any of the shareholders or other equity holders of any
          of the Sellers (in their capacity as such), (iii) any cash or cash
          equivalents of the Sellers, (iv) all rights of the Sellers to receive
          Tax refunds and all Tax attributes of the Sellers and (A) that are
          personal to the Sellers or to the holders of interest therein, and (B)
          (x) that relate to any taxable period ending on or before the Closing
          Date, or (y) with respect to any taxable period that includes but does
          not end on the Closing Date, that relate to the portion of such
          taxable period prior to and including the Closing Date; (v) all Tax
          Returns of the Sellers and all other Documents relating to the Tax
          liabilities and attributes of the Sellers; (vi) all purchase price
          consideration to be paid by Purchasers to the Sellers pursuant to the
          terms of this Agreement, and all of the Sellers' contractual rights in
          and to this Agreement and the ancillary agreements to which they are a
          party; (vii) all rights and remedies (including cash payments) to
          which Seller Israel Sub is entitled to in connection with a certain
          office sub-lease agreement that was previously in effect by the Seller
          Israel Sub and which has previously terminated; (viii) all Documents
          relating to the Excluded Assets; (ix) all personnel Documents and
          other Documents that the Sellers are required by Law to retain in
          their possession; provided, however, the Sellers shall provide
          Purchasers with copies of all such Documents to the extent not
          prohibited by applicable Laws; (x) Directors and Officers liability
          insurance of each of the Sellers (if any) and any other insurance
          policies; (xi) a deposit in the amount of Euro 100,000 which was
          placed in escrow as a performance guaranty of the Seller Israel Sub
          for the benefit of the Parent; and (xii) the Excluded Business.


                                     - 12 -
<PAGE>


     2.3. ASSUMPTION OF LIABILITIES. On the terms and subject to the conditions
          set forth in this Agreement, at the Closing, each of the Purchasers
          shall assume and acquire, severally and not jointly, effective as of
          the Closing, the following Liabilities of the Sellers (collectively,
          the "ASSUMED LIABILITIES"):

          2.3.1. all Liabilities related to the Purchased Assets and/or the
               Business and/or the operation (including without limitation past
               operation) of the Business whether originated prior to the
               Closing date or thereafter, whether or not such Liabilities are
               disclosed in this Agreement or pursuant thereto and whether known
               or unknown, but other than the Excluded Liabilities related to
               the Business or the Purchased Assets and set forth in Sections
               2.4.1 - 2.4.7 below.

     2.3A It is being clarified that Purchaser SUB1 shall acquire the Purchased
          Assets and Assumed Liabilities of Seller UK Sub, Purchaser SUB2 shall
          acquire the Purchased Assets and Assumed Liabilities of Seller USA INC
          and Seller USA LLC, Parent shall acquire the Purchased Assets and
          Assumed Liabilities of Seller Israel Sub, Purchaser SUB2 shall acquire
          the Purchased Assets and Assumed Liabilities of the Company, other
          than those Purchased Contracts listed in SCHEDULE 2.3A, which
          Purchased Contracts will be transferred and assigned prior to the
          Closing from Seller Israel Sub to the Company, and will be purchased
          by Purchaser SUB1.

     2.4. EXCLUDED LIABILITIES. Purchasers will not assume or be liable for any
          Excluded Liabilities. "EXCLUDED LIABILITIES" shall mean all
          Liabilities of the Sellers, except for the Assumed Liabilities. For
          the avoidance of doubt, the following shall be deemed to be Excluded
          Liabilities:

          2.4.1. any Liabilities arising out of or in connection with the
               Excluded Business and/or the Excluded Assets;

          2.4.2. any Liabilities for (i) Taxes of the Sellers relating to the
               Excluded Assets or Excluded Liabilities, (ii) Taxes that relate
               to the Purchased Assets or the Assumed Liabilities or the
               Business for taxable periods (or portions thereof) ending on or
               before the Closing Date, and (iii) payments under any Tax
               allocation, sharing or similar agreement (whether oral or
               written) for taxable periods (or portions thereof) ending on or
               before the Closing Date;


                                     - 13 -
<PAGE>


          2.4.3. any Liabilities in respect of the pending or threatened Legal
               Proceeding set forth in SCHEDULE 2.4.3;

          2.4.4. all of the Sellers Liabilities with respect to costs and
               expenses incurred in connection with this Agreement and the
               transactions contemplated hereby, including the transaction
               expenses;

          2.4.5. any intercompany debt of the Sellers and any obligations,
               rights or undertakings between any of the Sellers and any of the
               shareholders or other equity holders of any of the Sellers (in
               their capacity as such).

          2.4.6. any action or threatened action by or on behalf of any current
               or prior shareholder or member of the Sellers (in its capacity as
               such) whether or not in connection with this Agreement or the
               transactions contemplated hereby.

          2.4.7. any claim, Liability or obligation of the Sellers towards any
               Employee that is not a Hired Employee.

     2.5. FURTHER CONVEYANCES AND ASSUMPTIONS; CONSENT OF THIRD PARTIES.

          2.5.1. Effective at the Closing, the Sellers hereby irrevocably
               constitute and appoint each of the Purchasers the true and lawful
               attorneys (separately and jointly) of each of the Sellers, with
               full power of substitution, in the name of the Sellers or
               Purchasers, but on behalf of and for the benefit of the
               Purchasers and at Purchasers' cost and expense: (i) to demand and
               receive from time to time any and all the Purchased Assets and to
               make endorsements and give receipts and releases for and with
               respect to the same and any part thereof; and (ii) to institute,
               prosecute and settle any and all actions or proceedings that
               Purchasers may deem proper in order to collect, assert or enforce
               any claim, right or title of any kind in or to the Purchased
               Assets; (iii) to defend or settle any or all actions or
               proceedings with respect to any of the Purchased Assets, except
               that if indemnification is sought by the Purchasers under Section
               11, the provisions of Section 11 shall apply to such action or
               proceeding and the Purchasers may not be entitled to defend or
               settle such action or proceeding except as set forth in Section
               11, (iv) to do all such acts and things in relation thereto as
               Purchasers shall deem necessary or desirable. Each of the Sellers
               hereby acknowledge that the appointment hereby made and the
               powers hereby granted are coupled with an interest and are not
               and shall not be revocable by it in any manner or for any reason.
               Each of the Sellers shall deliver to the Purchasers at the
               Closing an acknowledged power of attorney to the foregoing effect
               executed and notarized and/or apostiled by each of the Sellers in
               the form attached hereto as SCHEDULE 2.5.1. Without limiting the
               foregoing, in the event that the Sellers receive, at any time
               after the Closing, any payments related to the Business
               (including without limitation from any customer for payment under
               any Purchased Contract), the Sellers shall promptly transfer such
               payment to the Purchasers (or any Affiliate of the Purchasers
               designated by the Purchasers) as designated by the Parent.


                                     - 14 -
<PAGE>


          2.5.2. Without derogating from anything in Section 2.5.1, from time to
               time following the Closing and without additional consideration
               to the Sellers, the Sellers and Purchasers shall, and shall cause
               their respective Affiliates to, execute, acknowledge and deliver
               in a reasonably prompt manner, all such further conveyances,
               notices, assumptions, releases and such other instruments, and
               shall take such further actions, in each case, as may be
               commercially reasonably necessary or appropriate to assure fully
               to Purchasers and their respective successors or assignees, all
               of the properties, rights, titles, interests, remedies, powers
               and privileges intended to be conveyed to the Purchasers under
               this Agreement including with respect to the Purchased Assets and
               to assure fully to the Sellers and their Affiliates, successors
               and assignees, the assumption of the Assumed Liabilities, and to
               otherwise make effective the transactions contemplated hereby and
               thereby provided that Purchasers shall bear all expenses in
               connection with the foregoing. In addition, the Sellers shall
               provide Purchasers with all information, and copies of all
               Documents, which are part of the Excluded Assets and relate to
               Tax liabilities and attributes of the Sellers, as may be required
               to enable Purchasers to prepare their Tax Returns for any
               post-closing Tax period. The obligations of the Sellers under
               this Section 2.5.2 shall expire after 12 months from the Closing
               Date.


                                     - 15 -
<PAGE>


          2.5.3. Notwithstanding anything to the contrary contained in this
               Agreement, to the extent the sale, assignment, transfer,
               conveyance or delivery or attempted sale, assignment, transfer,
               conveyance or delivery to the Purchasers of any Purchased Asset
               is prohibited by any applicable law or would require any
               Governmental Body or third-party authorizations, approvals,
               consents, or waivers and such authorizations, approvals, consents
               or waivers shall not have been obtained prior to the Closing Date
               or that Closing has occurred irrespective that such condition was
               not met, and the obtaining thereof is not a condition to the
               Closing, then this Agreement will not constitute an agreement to
               assign any such Purchased Asset or any claim or right or any
               benefit arising thereunder or resulting therefrom and following
               the Closing, and without limiting the provisions set forth in
               Section 7.3, the Sellers shall be deemed to hold the respective
               Purchased Asset and all rights, benefits and privileges with
               respect thereto as a trustee for the sole benefit of the
               Purchasers and at the Purchasers' sole cost and expense
               (including the allocation of any resources that may be required
               in connection with such Purchased Assets which may include
               provisions of the required services and personnel as
               subcontractors of the Sellers) and shall manage such Purchased
               Asset solely in accordance with instructions of the Parent, and
               the parties shall use their respective reasonable best efforts,
               and cooperate with each other, to obtain promptly such
               authorizations, approvals, consents or waivers. Pending such
               authorization, approval, consent, or waiver, the parties shall
               cooperate with each other in any reasonable and lawful
               arrangements designed to provide to the Purchasers the full
               benefits of use of such Purchased Asset. Once such authorization,
               approval, consent or waiver for the sale, assignment, transfer,
               conveyance or delivery of a Purchased Asset not sold, assigned,
               transferred, conveyed or delivered at the Closing is obtained,
               the Sellers shall promptly assign, transfer convey or deliver, or
               cause to be assigned, transferred, conveyed and delivered, such
               Purchased Asset to the Purchasers for no additional
               consideration. To the extent that any such Purchased Asset cannot
               be transferred or the full benefits of use of any such Purchased
               Asset cannot be provided to the Purchasers following the Closing,
               the Purchasers and the Sellers shall enter into such arrangements
               for no additional consideration from the Purchasers (including
               subleasing or subcontracting if permitted) at the Purchasers'
               sole cost and expense (including the allocation of any resources
               that may be required in connection with such Purchased Assets
               which may include provisions of the required services and
               personnel as subcontractors of the Sellers), to provide to the
               Purchasers the operational equivalent of obtaining such
               authorization, approval, consent or waiver, to the extent
               possible. Without limitation of the foregoing, in the event that
               at the Closing the registration of any Transferred Intellectual
               Property in the name of the applicable Purchaser with the
               relevant Governmental Body was not yet completed and perfected
               then without limitation of any other rights of the Purchasers, to
               the extent necessary to grant to the Purchasers full and
               unrestricted use of such Transferred Intellectual Property, each
               of the Sellers hereby grants to each of the Purchasers, effective
               as of the Closing and subject to any Purchased Intellectual
               Property Licenses, an irrevocable, perpetual, royalty free, fully
               paid, worldwide, unrestricted, exclusive license to make any use
               or exploitation with respect thereto. The obligations of the
               Sellers under this Section 2.5.3 shall expire after 12 months
               from the Closing Date.

          2.5.4. In the event that during the period of 12 months following the
               Closing, the Purchasers discover any Contract, Software,
               Copyright, Trademark or other item of Intellectual Property or
               other asset owned by the Sellers as of the Closing and used in
               conducting the Business prior to Closing (an "ADDITIONAL ASSET"),
               but was not properly transferred to the Purchasers for any
               reason, then the Sellers undertake to license or transfer such
               Additional Asset, as applicable under this Section, to the
               applicable Purchaser in accordance with the provisions hereunder,
               and such item shall be deemed a Purchased Asset or Transferred
               Intellectual Property under this Agreement, for no additional
               consideration. Sellers shall provide upon Purchasers' request,
               written confirmation and, such item shall be transferred, and in
               any event shall be deemed a part of the Purchased Assets and any
               Liability in connection therewith shall be considered as an
               Assumed Liability. If any of the Sellers so discover any such
               Additional Asset, it shall notify the Purchasers and, the
               Purchasers shall undertake to receive the Additional Asset, and
               the Sellers shall be deemed to have licensed or transferred such
               Additional Asset together with the respective Liability (if any)
               to Purchasers in accordance with the terms of this Section.


                                     - 16 -
<PAGE>


          2.5.5. To the extent any amount due to Purchasers under a Purchased
               Account Receivable or that is otherwise related to the Business
               is paid by a Third Party to the Sellers following the Closing
               Date, then the Sellers shall promptly forward such amounts in
               full to the Purchasers.

          2.5.6. The Purchasers shall be entitled to benefit from the rights of
               the Sellers under all non-disclosure, non-competition,
               non-solicitation and assignment agreements (not including the
               exhibits attached to this Agreement), provisions and arrangements
               to which the Sellers are a party, which are related to the
               Purchased Assets and/or the Business, the Transferred
               Intellectual Property or current or former employees of the
               Sellers who are or were engaged in the Business (the "NDA
               AGREEMENTS") solely to the extent that such NDA Agreements relate
               to the Purchased Assets, and/or the Business and/or the
               Transferred Intellectual Property. In case of a claimed
               infringement or breach by any Third Party under an NDA Agreement
               related to the Purchased Assets and/or the Business and/or the
               Transferred Intellectual Property, at the request of the
               Purchasers or the Parent, the Sellers shall institute Legal
               Proceedings and take any other reasonable actions, at the
               reasonable direction of the Purchasers, against such infringing
               or breaching party. All the expenses incurred by the Sellers,
               including reasonable fees for the time spent by Sellers'
               employees, shall be borne and paid by Purchasers, and the Sellers
               shall not be required to take any such actions unless all such
               expenses are paid in advance or are otherwise guaranteed by the
               Purchasers. The Sellers shall not settle or compromise or permit
               a default or consent to entry of any judgment without the consent
               of the Parent, which shall not be unreasonably withheld. Nothing
               herein shall restrict Purchasers' rights to pursue any action to
               which it is legally entitled independently of the Sellers.

          2.5.7. For the avoidance of doubt, nothing in the Section 2.5 shall
               obligate any of the Sellers to maintain any Employees engaged
               with the Sellers or shall prevent the Sellers from initiating and
               finalizing any winding up of liquidation process of the Sellers
               before the termination of the applicable periods specified in
               this Section 2.5, and any of the foregoing shall not be deemed a
               breach of the obligations of the Sellers hereunder and upon
               liquidation by the Sellers their obligations under this Section
               2.5 shall expire.


                                     - 17 -
<PAGE>


          2.5.8. GUARANTEE. No later than the Closing, Parent shall take all
               reasonable commercial action necessary to release the deposit in
               the amount of Euro 100,000 which was placed in escrow as a
               performance guaranty of the Seller Israel Sub and necessary to
               pay such deposit to the Seller Israel Sub at the Closing (the
               "GUARANTEE").

     2.6. ISRAELI TAX RULING. As soon as reasonably practicable after the
          execution of this Agreement, the Parent shall instruct its counsel,
          advisors and accountants to prepare and file with the Israeli Income
          Tax Authority an application for a ruling confirming that (i) the
          assumption of the Stock Consideration granted to Israeli Employees of
          Seller Israel Sub who shall become Hired Employees and the conversion
          or replacement of Stock Consideration into or with options to purchase
          Parent Ordinary Shares in accordance with Section 3.6.3 will not
          result in a requirement for an immediate Israeli tax payment by the
          said holders of the Stock Consideration and that the Israeli taxation
          will be deferred until the exercise of such Assumed Options, or in the
          case of Assumed Options that are part of a "Section 102 Plan," until
          the actual sale of the underlying shares of Parent Ordinary Shares by
          the holders of such Assumed Options; and (ii) that the "lock-up
          period" under any "Section 102 Plan" will continue to run and will not
          be restarted as a result of the assumption of the Assumed Options
          (which ruling may be subject to customary conditions regularly
          associated with such a ruling) (the "ISRAELI OPTION TAX RULING"). Each
          of the Sellers and the Purchasers shall, and shall instruct their
          Representatives to, coordinate all activities and to cooperate with
          each other, with respect to the preparation and filing of such
          application and in the preparation of any written or oral submissions
          that may be necessary, proper or advisable to obtain the Israeli
          Option Tax Ruling to the reasonable satisfaction of the Sellers and
          the Purchasers. Subject to the terms and conditions hereof, the
          parties shall use commercially reasonable efforts to promptly take, or
          cause to be taken, all action and to do, or cause to be done, all
          things necessary, proper or advisable under applicable Law to obtain
          the Israeli Option Tax Ruling as promptly as practicable.

     2.7. TRANSFER TAXES. Sellers shall be liable for any real property transfer
          or gains, sales, use, transfer, consumption, goods and services, stock
          transfer, stamp duties, and any similar taxes, duties, registration
          charges or other like charges which become payable in connection with
          the transactions contemplated hereby, provided however that any value
          added tax imposed in connection with the transactions contemplated
          hereby shall be borne by the Purchasers.


                                     - 18 -
<PAGE>


     2.8. WITHHOLDING TAXES. Notwithstanding any other provision in this
          Agreement, the Purchasers or their Representatives shall have the
          right to deduct and withhold Taxes from any payments to be made
          hereunder if such withholding is required by law, including, without
          limitation, the Code or the Israeli Income Tax Ordinance (to the
          extent applicable to any such Seller). To the extent that amounts are
          so withheld, such withheld amounts shall be treated for all purposes
          of this Agreement as having been delivered and paid to the Sellers or
          other recipient of payments in respect of which such deduction and
          withholding was made. Purchasers agree to apply a reduced or zero rate
          of withholding under any Tax law to any consideration payable
          hereunder to the extent that the Sellers have provided the Purchaser
          with a valid unequivocal reduction or exemption certificate or ruling
          issued by a relevant Tax authority which can clearly be relied upon by
          the Purchaser and which is presented at least 7 (seven) calendar days
          prior to the time that payment of any or all of the consideration is
          due to be made. Any amounts deducted and withheld pursuant to this
          Section 2.8 shall be remitted to the relevant Tax authority accordance
          with applicable Law only on the last day that such Tax payments are
          due and provided that Sellers have not provided a valid reduction or
          exemption certificate or ruling issued by a relevant Tax authority at
          least 2 Business Days prior to such day. Subject to the
          representations in Section 5.8 being true and correct and a copy of
          the exemption certificate issued by the Israeli Tax authority to
          Seller Israel Sub that was provided to Parent, the Sellers can confirm
          that no withholding taxes are due at the Closing in connection with
          the payments by Parent, Purchaser SUB1 and Purchaser SUB2 to Seller
          Israel Sub, the Company, Seller US Sub and Seller UK Sub.

3.   CONSIDERATION.

     3.1. CONSIDERATION. The aggregate consideration for the Purchased Assets
          and Assumed Liabilities shall be an amount equal to US$22,000,000 as
          adjusted in accordance with Section 3.4 (the "BASE PURCHASE PRICE").

     3.2. PAYMENT OF CLOSING DATE PURCHASE PRICE. On the Closing Date, the
          Purchasers shall pay the Sellers (each Purchaser paying the applicable
          Seller in accordance with Section 2.3A above) the Base Purchase Price
          after any adjustment in accordance with Section 3.4.2 less (i) the
          Escrow Fund; and (ii) the Stock Consideration Value (as defined below)
          (the "CLOSING DATE PURCHASE PRICE") plus VAT if applicable, against
          delivery of a value added tax invoice. The Closing Date Purchase Price
          shall be split between the Sellers in accordance with the Allocation
          Statement (as defined herein). At least 5 Business Days prior to the
          Closing, the Sellers shall deliver to the Parent a detailed list with
          the bank account details and wiring instructions for each of the
          Sellers. Notwithstanding to the foregoing, to the extent that Seller
          UK Sub does not actually have a bank account - then the amount due to
          Seller UK Sub shall be transferred to the Company, as paying agent on
          behalf of Seller UK Sub.

     3.3. PAYMENT OF ESCROW FUND. At the Closing, the Purchasers will deliver to
          the Escrow Agent a cash amount of US$2,000,000 to be held by the
          Escrow Agent pursuant to the Escrow Agreement (the "ESCROW FUND"). The
          Escrow Fund shall be withheld and paid from: (a) the Closing Date
          Purchase Price otherwise payable to Seller Israel Sub, up to the
          amount equal to the full amount of the Escrow Fund, and (b) any
          additional amount in excess of the Closing Date Purchase Price
          otherwise payable to Seller Israel Sub which is required to be placed
          in escrow so that the entire amount of Escrow Fund is met, shall be
          pro-rated between each of the other Sellers' portion of the Closing
          Date Purchase Price.


                                     - 19 -
<PAGE>


     3.4. BASE PURCHASE PRICE ADJUSTMENT. The Base Purchase Price shall be
          subject to adjustment as follows:

          3.4.1. "NET WORKING CAPITAL" means balance sheet figures reflecting
               the excess of (a) all short term assets related to the Business
               included in the Purchased Assets, but excluding (i) deferred Tax
               assets, (ii) cash and cash equivalents and (iii) any accounts
               receivable payable by the Purchasers over (b) all short term and
               long term liabilities related to the Business included in the
               Assumed Liabilities, but excluding (i) deferred Tax liabilities
               and (ii) any accounts payable of the Sellers to the Purchasers;
               all determined on a consolidated basis in accordance with GAAP
               and consistent with past practices as of the close of business on
               the date hereof. For the purposes of the Net Working Capital
               calculation only, deferred revenues shall be equal to $250,000
               regardless of the amounts reflected in the financial statements.

          3.4.2. Prior to the date hereof, the Company shall have prepared and
               delivered to Parent a draft estimate of the Signing Net Working
               Capital (as defined below) (the "DRAFT SIGNING NET WORKING
               CAPITAL") on a consolidated basis, which Draft Signing Net
               Working Capital is attached hereto as SCHEDULE 3.4.2. The Company
               shall make such information, personnel and resources available to
               Parent as may be reasonably necessary to enable Parent and its
               Representatives to review the Draft Signing Net Working Capital.
               If the Draft Signing Net Working Capital is less than the Target
               Amount, then the amount of such deficiency (on a dollar for
               dollar basis), shall be subtracted from the Base Purchase Price
               (pro-rata between the Sellers) and withheld by the Purchasers
               until final determination of the Signing Net Working Capital (the
               "NWC WITHHELD AMOUNT"). If the Signing Net Working Capital is
               equal to or greater than the Target Amount, then no adjustment to
               the Base Purchase Price shall be made based on the Signing Net
               Working Capital.

          3.4.3. At least 5 days prior to the Closing Date, the Company shall
               provide the Parent an estimate, as of the anticipated Closing
               Date, of the result obtained by (i) multiplying (a) the Daily
               Gross Burn Rate by (b) the anticipated number of days between the
               date hereof and the Closing Date, (ii) adding to such result any
               out of pocket cost or expense of the Sellers that is related to
               the Business and is not included within the Daily Gross Burn Rate
               calculation and was actually incurred or expended by the Sellers
               between the date hereof and the Closing Date, provided that such
               cost or expense is reasonably approved by Parent, in advance in
               writing and (iii) subtracting from such result the Estimated
               Interim Expenses (the "ESTIMATED BURN RATE ADJUSTMENT").


                                     - 20 -
<PAGE>


               "DAILY GROSS BURN RATE" shall mean an amount of US$14,274, which
               the Sellers (together with the Purchaser) estimate in good faith
               is the average daily gross burn rate of the Sellers (based on the
               burn rate in the period prior to the date hereof and as
               anticipated for the period until the Closing), including salaries
               and employee compensation, as well as all other costs and
               expenses. It is hereby agreed that in the event that such
               estimation is found to be inaccurate, it shall not result in any
               adjustment to any amount paid by Purchasers to Sellers or any
               liability of the Sellers or the Purchasers.

               "INTERIM EXPENSES" shall mean the sum of (i) the increase of the
               account payables related to the Business from the date hereof to
               the Closing, plus (ii) account receivables that are paid to the
               Sellers between the date hereof and the Closing, plus (iii) the
               increase in the accruals of the Sellers (calculated in accordance
               with GAAP) from the date hereof until the Closing relating to the
               Business. "ESTIMATED INTERIM EXPENSES" shall mean the Interim
               Expenses reasonably anticipated at the Closing.

               In the event that the Estimated Burn Rate Adjustment is a
               positive number, then no further adjustment to the Base Purchase
               Price shall be made at Closing. In the event that the Estimated
               Burn Rate Adjustment is less than zero than such amount below
               zero shall be reduced from the Base Purchase Price (pro-rata
               between the Sellers) and withheld by the Purchasers (the "BURN
               RATE WITHHELD AMOUNT" and together with the NWC Withheld Amount,
               the "WITHHELD AMOUNTS").

          3.4.4. Promptly following the Closing, but in any event no later than
               30 days thereafter, the Company shall prepare and deliver to the
               Parent: (x) an unaudited statement (the "SIGNING DATE STATEMENT")
               which will set forth the Net Working Capital of the Company and
               its Subsidiaries on a consolidated basis and separately broken
               down per each Seller legal entity as of the end of business on
               the date hereof (the "SIGNING NET WORKING CAPITAL"), prepared in
               accordance with GAAP consistently applied with the Sellers past
               practices and in accordance with the definition set forth in
               Section 3.4.1 above, (y) the result obtained by (i) multiplying
               (a) the Daily Gross Burn Rate by (b) the actual number of days
               between the date hereof and the Closing Date, and subtracting
               from such result (ii) the Interim Expenses (the "FINAL BURN RATE
               ADJUSTMENT"), and (z) a calculation of the adjusted Base Purchase
               Price (calculated in accordance with Section 3.4.8) that results
               therefrom.

          3.4.5. The Signing Date Statement and the Final Burn Rate Adjustment
               shall be accompanied by all relevant backup materials and
               schedules relating to the calculation of the Signing Net Working
               Capital and the Final Burn Rate Adjustment, in detail reasonably
               acceptable to the Parent. Company's independent accountants shall
               participate in the preparation of the Signing Net Working Capital
               and Final Burn Rate Adjustment, but shall not be required to
               express an opinion thereon. Company shall make such information,
               personnel and resources available to the Parent as may be
               reasonably necessary to enable the Parent to review the Signing
               Net Working Capital and the Final Burn Rate Adjustment; provided
               that the obligation of the Company to provide such information,
               personnel and resources shall be limited to normal business hours
               with reasonable prior notice and in such a manner so as not to
               interfere unreasonably with the conduct of its business.


                                     - 21 -
<PAGE>


          3.4.6. In the event that the Parent disputes the Signing Date
               Statements or the Signing Net Working Capital or the Final Burn
               Rate Adjustment, the Parent shall notify the Company in writing
               (the "PARENT DISPUTE NOTICE") of the amount, nature and basis of
               such dispute, within 15 calendar days after delivery of the
               Signing Date Statement; provided however that the amounts
               designated as deferred revenue in the Draft Signing Net Working
               Capital (i) shall remain unchanged and be reflected in exactly
               the same manner and amounts in the Signing Date Statement, and
               (ii) shall not be subject to dispute by the Purchasers. In the
               event of such a dispute, the Company and the Parent shall first
               use their diligent good faith efforts to resolve such dispute
               among themselves. If the Company and the Parent are unable to
               resolve the dispute within 15 calendar days after delivery of the
               Parent Dispute Notice then any remaining items in dispute shall
               be submitted to one of the "BIG 4" accounting firms jointly
               chosen by the Company and the Parent, which in the absence of an
               agreement shall be Deloitte (the "AUDIT FIRM"), whom Parent and
               the Company hereby represent and warrant to the other that
               neither such party nor any of their Affiliates uses as its
               independent accountant or has any material relationship
               therewith.

          3.4.7. The written decision of the Audit Firm shall be rendered within
               no more than 30 days from the date that the matter is referred to
               such firm and shall be final and binding on the parties hereto
               and shall not be subject to dispute or review. Parent and the
               Company shall cooperate in good faith with the determination
               process and the Audit Firm requests for information, including
               providing the Audit Firm with information as promptly as
               practicable after its request therefor. No particular procedures
               are intended to be imposed upon the Audit Firm, it being the
               desire of Parent and the Company that any such dispute shall be
               resolved as expeditiously and inexpensively as reasonably
               practicable; provided, however, that Parent and the Company shall
               be entitled to provide the Audit Firm with supporting
               documentation and shall be entitled to make an oral presentation
               to the Audit Firm in connection with the resolution of the items
               in dispute. Each of Parent and the Company shall be entitled to
               receive copies of all materials provided by the other to the
               Audit Firm in connection with the determination process and to
               make the same number of submissions and presentations to the
               Audit Firm as the other. In making its determination on the
               disputed items, the Audit Firm shall make such determinations (i)
               only in accordance with the standards set forth in this
               Agreement, (ii) only with respect to the disputed items submitted
               to the Audit Firm, (iii) on a disputed item by disputed item
               basis (i.e., not in the aggregate), and (iv) where the result of
               the Audit Firm's determination is either a number proposed by
               Parent or the Company for the item in dispute or a compromise
               position between the ranges presented by Parent or the Company to
               the Audit Firm. Following any such dispute resolution (whether by
               mutual agreement of the parties or by written decision of the
               Audit Firm), the Signing Net Working Capital and Final Burn Rate
               Adjustment (as determined in such dispute resolution) shall be
               determined final. Each of Parent and the Company shall bear its
               own expenses and fees and expenses of its own Representatives,
               including its independent accountants, in connection with the
               preparation, review, dispute (if any) and final determination of
               the Signing Date Statement and the Final Burn Rate Adjustment.
               The expenses of the Audit Firm shall be borne by the party whose
               aggregate estimate of the disputed amount differs most greatly
               from the determination of the Audit Firm.


                                     - 22 -
<PAGE>


          3.4.8. Immediately upon the expiration of the 15 calendar day period
               for giving the Parent Dispute Notice, if no such notice is given,
               or upon notification by the Parent to the Company that no such
               notice will be given, or immediately upon the resolution of
               disputes, if any, pursuant to this SECTION 3.4, the Base Purchase
               Price shall be adjusted as follows:

               3.4.8.1. If the Draft Signing Net Working Capital was equal to or
                    greater than the Target Amount (i.e. the NWC Withheld Amount
                    equals zero), then (a) if the Signing Net Working Capital is
                    less than the Target Amount, then the amount of such
                    deficiency (on a dollar for dollar basis), shall be
                    subtracted from the Base Purchase Price and shall be repaid
                    by the Sellers to the Purchasers as instructed by the Parent
                    in cash, and (b) if the Signing Net Working Capital is equal
                    to or greater than the Target Amount, then no adjustment to
                    the Base Purchase Price shall be made. If the Draft Signing
                    Net Working Capital was less than the Target Amount (i.e.
                    the NWC Withheld Amount is a positive number), then (i) if
                    the Signing Net Working Capital is less than the Target
                    Amount but equal to or greater than the Draft Signing Net
                    Working Capital, then the portion of the NWC Withheld Amount
                    representing the difference between the Draft Signing Net
                    Working Capital and the Signing Net Working Capital shall be
                    paid by the Purchasers to the Sellers (pro-rata between the
                    Sellers) in cash, and the portion of the NWC Withheld Amount
                    representing the difference between the Signing Net Working
                    Capital and the Target Amount shall be retained by the
                    Parent and deem subtracted from the Base Purchase Price,
                    (ii) if the Signing Net Working Capital is less than the
                    Draft Signing Net Working Capital, then in addition to the
                    NWC Withheld Amounts which shall be retained by the
                    Purchasers, the difference between the Draft Signing Net
                    Working Capital and the Signing Net Working Capital shall be
                    repaid by the Sellers (pro-rata between the Sellers) to the
                    Purchasers in cash, and (iii) if the Signing Net Working
                    Capital is equal to or greater than the Target Amount, then
                    the NWC Withheld Amounts shall be paid by the Purchasers to
                    the Sellers (pro-rata between the Sellers) and no adjustment
                    to the Base Purchase Price shall be made.


                                     - 23 -
<PAGE>


               3.4.8.2. In the event that Estimated Burn Rate Adjustment is
                    greater than zero (i.e. the Burn Rate Withheld Amount equals
                    zero), then (i) in the event that the Final Burn Rate
                    Adjustment is greater than zero the Final Burn Rate
                    Adjustment shall be added to the Base Purchase Price and
                    shall be paid by the Purchasers to the Sellers (pro-rata
                    between the Sellers), and (ii) in the event that the Final
                    Burn Rate Adjustment is less than zero, then the Final Burn
                    Rate Adjustment shall be subtracted from the Base Purchase
                    Price and repaid by the Sellers (pro-rata between the
                    Sellers) to the Purchasers.

               3.4.8.3. In the event that Estimated Burn Rate Adjustment is less
                    than zero (i.e. the Burn Rate Withheld Amount is a positive
                    number), then (i) in the event that the Final Burn Rate
                    Adjustment is greater than Estimated Burn Rate Adjustment
                    but less than zero, then the portion of the Burn Rate
                    Withheld Amount representing the difference between the
                    Final Burn Rate Adjustment and zero shall be retained by the
                    Purchasers and deducted from the Base Purchase Price
                    (pro-rata between the Sellers), and the portion of the Burn
                    Rate Withheld Amount representing the difference between the
                    Final Burn Rate Adjustment and the Estimated Burn Rate
                    Adjustment shall be paid by the Purchasers to the Sellers
                    (pro-rata between the Sellers), (ii) in the event that the
                    Final Burn Rate Adjustment is less than the Estimated Burn
                    Rate Adjustment, then in addition to the Burn Rate Withheld
                    Amount which shall be retained by the Purchasers, the
                    difference between the Final Burn Rate Adjustment and the
                    Estimated Burn Rate Adjustment shall be subtracted from the
                    Base Purchase Price and repaid by the Sellers (pro-rata
                    between the Sellers) to the Purchasers, and (iii) in the
                    event that the Final Burn Rate Adjustment is greater than
                    Estimated Burn Rate Adjustment and greater than zero, then
                    the Burn Rate Withheld Amount together with the difference
                    between the Final Burn Rate Adjustment and zero, shall be
                    added to the Base Purchase Price and paid by the Purchaser
                    to the Sellers (pro-rata between the Sellers).


                                     - 24 -
<PAGE>


                    For the avoidance of any doubt, the adjustments described in
                    this Section 3.4.8 shall be made in cash, and there shall be
                    no adjustments to the Stock Consideration as a result of
                    such adjustments.

     3.5. BASE PURCHASE PRICE ALLOCATION. Prior to the Closing Date, Parent
          shall deliver to the Company a statement (the "ALLOCATION STATEMENT")
          allocating the Base Purchase Price (as adjusted) (including the
          Assumed Liabilities) among the Purchased Assets / Sellers. The Company
          shall provide such information as Parent reasonably request for the
          preparation of the Allocation Statement. Company and Purchasers shall
          report the purchase and sale of the Purchased Assets in accordance
          with such allocation (as finally determined) for all Tax purposes and
          filings. The Purchasers shall bear the costs of a valuation advisor.
          The initial indication provided by the Parent's independent valuation
          firm of the Allocation Statement, based on the information provided by
          the Sellers, is attached hereto as Schedule 3.5 (the "INITIAL
          ALLOCATION").

     3.6. STOCK CONSIDERATION.

          3.6.1. 1999 PLAN AND 2001 PLAN. The Parent has previously notified the
               Company that it does not intend to assume the 1999 Plan, the 2001
               Plan or any options to purchase shares or stock of the Company or
               other rights or awards granted thereunder.

          3.6.2. The Company shall, immediately prior to the Closing:

               3.6.2.1. amend the 2007 Plan so as to (a) increase the size of
                    the pool under the 2007 Plan to 20,000,000 Company Shares,
                    and (b) include provisions therein so that the Company can
                    grant restricted stock awards in addition to options;

               3.6.2.2. grant the Key Employee Options under the 2007 Plan, in
                    the amount and under the terms and conditions set forth in
                    SCHEDULE 3.6.2.1; in the aggregate value of 3.5% of the Base
                    Purchase Price (as adjusted at the Closing and disregarding
                    any further adjustments under Section 3.4.8) and applicable
                    vesting schedule

               3.6.2.3. grant the Retention Options under the 2007 Plan, in the
                    amount and under the terms and conditions set forth in
                    SCHEDULE 3.6.2.3. in the aggregate exercise price of 2% of
                    the Base Purchase Price (as adjusted at the Closing and
                    disregarding any further adjustments under Section 3.4.8)
                    and applicable vesting schedule


                                     - 25 -
<PAGE>


          3.6.3. ASSUMPTION OF THE KEY EMPLOYEE OPTIONS AND THE RETENTION
               OPTIONS. At the Closing, each Key Employee Option and Retention
               Option which is outstanding immediately prior to the Closing Date
               (the "ASSUMED OPTIONS") shall be assumed by the Parent, and the
               Assumed Options shall be converted into an option to purchase
               Parent Ordinary Shares (except that any Key Employee Options
               which are in the form of shares of restricted stock shall be
               converted into Parent Ordinary Shares in the form of restricted
               stock) (collectively, the "PARENT ASSUMED OPTIONS"), in such
               number and at such exercise price as provided below and otherwise
               having the same terms and conditions as in effect immediately
               prior to the Closing (except to the extent that such terms,
               conditions and restrictions may be altered in accordance with
               their terms as a result of the Transaction contemplated hereby
               and except that all references in each such Parent Assumed
               Options to Company shall be deemed to refer to the Parent):

               3.6.3.1. The number of shares of Parent Ordinary Shares subject
                    to the Parent Assumed Options shall be equal to the product
                    of: (x) the number of Company Shares subject to the Assumed
                    Options immediately prior to the Closing; multiplied by (y)
                    the Exchange Ratio.

               3.6.3.2. The exercise price per share of Parent Ordinary Shares
                    under the Parent Assumed Options shall be equal to: (A) in
                    the case of the Retention Options - (x) the exercise price
                    per share of each of the Assumed Options in effect under the
                    applicable Assumed Option immediately prior to the Closing
                    divided by (y) the Exchange Ratio; or (B) in the case of the
                    Key Employee Options - the par value of the Parent Ordinary
                    Shares (and in the event that such Key Employee Options are
                    in the form of restricted stock, the purchase price of such
                    restricted stock shall be the par value).

               For the purpose of this Agreement the term "EXCHANGE RATIO" means
               the quotient obtained by dividing (a) the result of (i) the
               aggregate consideration attributable to the Assumed Options
               (assuming the shares underlying such options were participating
               in the distribution of the entire Base Purchase Price in
               accordance with the corporate documents of the Company as of the
               Closing Date (which would reflect the following changes to the
               Original Issue Price, as such term is defined in the Amended and
               Restated Articles of Association of the Company as currently in
               effect - in Section 1A, under the definition of "Original Issue
               Price", the number "$0.589362" specified in (ii) shall be
               replaced with "$0.736703" and the number "$0.736703" specified in
               (iii) shall be replaced with "$0.589362"), divided by (ii) the
               number of Assumed Options, outstanding as of the Closing Date; by
               (b) the Average Share Price.

          3.6.4. Each Person who is eligible to receive any of the Stock
               Consideration shall execute and deliver to the Company, together
               with the receipt of such Stock Consideration and as a condition
               hereto, a final waiver and release from any and all actions
               and/or claims against the Sellers related to such Person's
               engagement with the Sellers prior to the Closing Date, as part of
               the consent of such Employee to the assignment of his employment
               to the Purchasers.


                                     - 26 -
<PAGE>


          3.6.5. In effecting such assumption and conversion, the aggregate
               number of Parent Ordinary Shares to be subject to each of the
               Assumed Options will be rounded down, if necessary, to the next
               whole share and the aggregate exercise price shall be rounded up,
               if necessary, to the next whole cent.

          3.6.6. Any adjustments provided herein with respect to the Stock
               Consideration (whether vested or not) shall be effected in a
               manner consistent with applicable Law and, to the extent
               applicable, that maintains any intended favorable tax treatment
               relating to such options or restricted stock that existed prior
               to such adjustment and in accordance with the Israeli Option Tax
               Pre-Ruling. The assumption of the Plan including the Assumed
               Options and their conversion into Parent Assumed Options will not
               result in any accelerated vesting of such Parent Assumed Options,
               the Parent Ordinary Shares purchasable thereunder, and the
               vesting schedule in effect for each Assumed Option (except as
               provided by their terms) shall remain in full force after the
               assumption thereof by Purchasers.

          3.6.7. STOCK CONSIDERATION VALUE. The value of each Parent Ordinary
               Share shall be equal to the average last sale price of the Parent
               Ordinary Shares reported on Nasdaq, during the 30 trading days
               ending on the third trading day preceding the Closing Date (the
               "AVERAGE SHARE PRICE").The value attributable to the Stock
               Consideration (the "STOCK CONSIDERATION VALUE") shall be
               calculated as the sum of: (a) with respect to the Key Employees
               Options - an amount equal to the total number of Key Employee
               Options divided by the Exchange Ratio and multiplied by the
               Average Share Price; plus (b) with respect to the Retention
               Options - the total number of Retention Options multiplied by the
               Exchange Ratio and multiplied by the Black and Scholes formula
               value of the Parent Assumed Options.

     3.7. UK VAT PROVISIONS.

          3.7.1. Such part of the Base Purchase Price allocated to the Purchased
               Assets being sold by Seller UK Sub is exclusive of VAT.

          3.7.2. Seller UK Sub and each Purchaser intend that the provisions of
               the applicable UK VAT Law pertaining to the transfer of a
               business apply to the sale of the Purchased Assets being sold by
               Seller UK Sub so that such transactions are treated as neither a
               supply of goods nor a supply of services for VAT purposes.

          3.7.3. If, notwithstanding the foregoing, any VAT is payable on any
               supply by Seller UK Sub under this Agreement, the relevant
               Purchaser shall pay the amount of that VAT in addition to the
               relevant part of the Base Purchase Price against delivery to the
               relevant Purchaser of a proper VAT invoice in respect of that
               VAT.


                                     - 27 -
<PAGE>


          3.7.4. Seller UK Sub shall deliver to the relevant Purchaser such
               records relating to VAT as are required to be delivered in
               accordance with the relevant Laws, and the relevant Purchaser
               shall preserve such records, and make them available for
               inspection by Seller UK Sub, for whatever period is required
               under such legislation and regulations.

4.   CLOSING

     4.1. CLOSING DATE. Subject to the satisfaction of the conditions set forth
          in Sections 10.1 and 10.2 hereof, the closing of the purchase and sale
          of the Purchased Assets and the assumption of the Assumed Liabilities
          (the "Closing") shall take place at the offices of Meitar Liquornik
          Geva & Leshem Brandwein (or at such other place as the parties may
          designate in writing) at 10:00 a.m. (Israel time) on a date to be
          specified by the parties (the "Closing Date"), which date shall be no
          later than the second Business Day after satisfaction or waiver of the
          conditions set forth in Section 10, unless another time or date, or
          both, are agreed to in writing by the parties hereto.

     4.2. DELIVERIES AT CLOSING. At the Closing, the following actions and
          occurrences will take place, all of which shall be deemed to have
          occurred simultaneously and no action shall be deemed to have been
          completed and no document or certificate shall be deemed to have been
          delivered, until all actions are completed and all documents and
          certificates delivered.

          4.2.1. The Sellers shall deliver to the Purchasers:

               4.2.1.1. The Purchased Assets by way of transfer of ownership
                    via, among others, a general assignment, assumption and bill
                    of sale (in the form of EXHIBIT B attached hereto), duly
                    executed by the Sellers evidencing the sale, conveyance,
                    transfer and assignment to Purchasers of the Purchased
                    Assets (other than those Purchased Assets covered under
                    Section 4.2.1.6 below);

               4.2.1.2. a certificate signed by the Chief Financial Officer or
                    Chief Executive Officer or director of each of the Sellers
                    (on behalf of the Sellers) authorized to such effect by the
                    respective Board of Directors of each of the Sellers, in the
                    form attached as SCHEDULE 4.2.1.2, which certificate will
                    include any updates to the extent deemed by the Company
                    advisable to be made to the Disclosure Schedules due to the
                    period between signing and Closing, it being agreed and
                    acknowledged that any such update shall not be deemed a
                    representation made for the purpose of indemnity hereunder,
                    and the Purchasers' rights to seek indemnification for any
                    matter so disclosed (to the extent indemnification is due in
                    that respect and subject to the limitations set forth in
                    Section 11 of this Agreement) will not be effected or
                    prejudiced due to such disclosure;


                                     - 28 -
<PAGE>


               4.2.1.3. a certificate of good standing of each of the Sellers
                    (to the extent existing in the jurisdiction of the Seller),
                    dated no more than three (3) days prior to the Closing Date;

               4.2.1.4. a duly executed power of attorney of each of the Sellers
                    in accordance with Section 2.5.1;

               4.2.1.5. duly executed copies of the binding resolutions of the
                    shareholders, stockholders or members of each of the Sellers
                    (as applicable) approving the signing, delivery and
                    performance of this Agreement, the Transaction Documents and
                    the transactions contemplated hereunder and thereunder;

               4.2.1.6. duly executed assignment and assumption agreements to
                    each of the Purchasers in the form of EXHIBIT C hereto,
                    transferring the Purchased Contracts and the Assumed
                    Liabilities to the Purchasers together with (A) duly
                    executed assignments of all Transferred Patent, Transferred
                    Software, Transferred Copyright, Transferred Trade Secrets
                    and Transferred Trademarks in forms suitable for recordation
                    with the U.S. Patent and Trademark Office and all
                    counterparts in all foreign jurisdictions, (B) and such
                    other general assignments of all other Intellectual Property
                    purchased by Purchasers, as reasonably requested by
                    Purchasers in order to validly effect the transfer thereof;

               4.2.1.7. Duly executed copies of the third party (including from
                    any Governmental Body) consents, waivers and approvals
                    listed on SCHEDULE 4.2.1.7;

               4.2.1.8. fully executed resolutions of the board of directors of
                    each of the Sellers (or stockholders, to the extent such
                    Seller's stockholders have taken the authority of the board
                    of directors) duly adopted in the form attached hereto as
                    SCHEDULE 4.2.1.8;

               4.2.1.9. an opinion of O'Neal Webster Law Offices, counsel to the
                    Company, dated as of the Closing, in the form attached
                    hereto as SCHEDULE 4.2.1.9A; and an opinion of Zysman,
                    Aharoni, Gayer & Ady Kaplan & Co. Law Offices, counsel to
                    the Seller Israel Sub, dated as of the Closing, in the form
                    attached hereto as SCHEDULE 4.2.1.9B;

               4.2.1.10. a written confirmation and consent from each Person
                    listed in Schedule 4.2.1.10 as having any Lien (other than
                    Permitted Lien) over any of the Purchased Assets and any
                    Person who as of the Closing Date has any such Lien (other
                    than Permitted Lien), that such Lien has been removed and is
                    no longer in effect, together with certifications for such
                    removals from the applicable Governmental Body (including
                    any UCC filings required); and


                                     - 29 -
<PAGE>


               4.2.1.11. all such other instruments of conveyance, assignment
                    and transfer, and such affidavits, as reasonably required to
                    be delivered by the Sellers at or prior to the Closing Date,
                    as shall be effective to transfer to Purchasers the
                    Purchased Assets and the Assumed Liabilities pursuant to
                    this Agreement.

          4.2.2. Purchasers shall deliver:

               4.2.2.1. to the Company a certificate signed by an executive
                    officer of each of the Purchasers dated as of the Closing
                    Date, in the form attached as SCHEDULE 4.2.2.1;

               4.2.2.2. to each of the Sellers, such Seller's portion of the
                    Closing Date Purchase Price pursuant to Section 3.2;

               4.2.2.3. to the Company the duly executed bills of sale to each
                    of the applicable Sellers in the form of EXHIBIT B hereto;

               4.2.2.4. to the Company, a letter of release of the Guarantee
                    from escrow, in the form attached hereto as SCHEDULE
                    4.2.2.4.

               4.2.2.5. to the Company the duly executed assignment and
                    assumption agreements in the form attached hereto as EXHIBIT
                    C hereto; and

               4.2.2.6. to the Company, all such other instruments of
                    conveyance, assignment and transfer, and such affidavits, as
                    reasonably required to be delivered by the Sellers at or
                    prior to the Closing Date, as shall be effective to transfer
                    from the Sellers the Purchased Assets and the Assumed
                    Liabilities pursuant to this Agreement.

          4.2.3. ESCROW FUND.

               4.2.3.1. Seller Israel Sub, Parent and Escrow Agent shall execute
                    the Escrow Agreement;

               4.2.3.2. Purchasers shall deliver to the Escrow Agent the amount
                    to be held in the Escrow Fund, to be held and disposed of by
                    the Escrow Agent as provided in the Escrow Agreement.

5.   REPRESENTATIONS AND WARRANTIES OF THE SELLERS

     Except as otherwise set forth in the disclosure schedule delivered by each
     of the Sellers to the Purchasers on the date hereof (the "DISCLOSURE
     SCHEDULE"), the Sellers, jointly and severally, hereby represent and
     warrant to each of the Purchasers, as of the date hereof and as of the
     Closing Date as set forth below:


                                     - 30 -
<PAGE>


     5.1. ORGANIZATION AND GOOD STANDING OF COMPANY. Company is a corporation
          duly organized, validly existing and in good standing under the laws
          of the British Virgin Islands, and Company has all requisite corporate
          power and authority to own, lease and operate the Purchased Assets and
          to carry on the Business as now conducted. Company is duly qualified
          or authorized to do business in the place it conducts its business and
          (to the extent applicable in its jurisdiction of incorporation) is in
          good standing under the laws of each jurisdiction in which the conduct
          of the Business or ownership of Purchased Assets requires such
          qualification or authorization, except where failure to be so
          qualified would not have a Material Adverse Effect. Seller's
          certificate of incorporation and memorandum and articles of
          association as in effect on the date hereof have been provided to the
          Purchasers, and the Company is not in violation of any of the
          provisions of the said corporate documents.

     5.2. SELLERS AND COMPANY SUBSIDIARIES. SCHEDULE 5.2 sets forth a list of
          each of the Sellers, Subsidiary and each other Affiliate thereof that
          is currently engaged in the operation of the Business or that has
          title to any Purchased Asset or Assumed Liability, together with its
          jurisdiction of organization, as well as all other Subsidiaries and
          Affiliates of the Company. Except as set forth in SCHEDULE 5.2, each
          such Subsidiary and Affiliate is duly organized, validly existing, and
          (to the extent applicable in its jurisdiction of incorporation) is in
          good standing under the Laws of its jurisdiction of organization and
          has all requisite corporate or similar power and authority to own,
          lease, use and operate the Purchased Assets owned, leased, used or
          operated by it and is duly qualified to do business and is in good
          standing as a foreign corporation or other entity (in any jurisdiction
          that recognizes such concept) in each jurisdiction where the
          ownership, lease, use or operation of its properties and assets
          comprising the Purchased Assets requires such qualification, except
          where failure to comply would not have a Material Adverse Effect. Each
          such Subsidiary's and Affiliate's Memorandum of Association, Articles
          of Association, Certificates of Incorporation and Bylaws or comparable
          governing documents (collectively, the "CORPORATE DOCUMENTS"), each as
          amended to the date hereof, and each as so delivered to the Purchasers
          is in full force and effect. None of the Subsidiaries or Affiliates of
          the Company is in violation of any of the provisions of its respective
          Corporate Documents.

     5.3. AUTHORIZATION OF AGREEMENT. Each of the Sellers has all requisite
          power, authority and legal capacity to execute and deliver this
          Agreement and each of their Subsidiaries has all requisite power,
          authority and legal capacity to execute and deliver each other
          agreement, document, instrument or certificate contemplated by this
          Agreement or to be executed by the Sellers or their Subsidiaries in
          connection with the consummation of the transactions contemplated by
          this Agreement (the "TRANSACTION DOCUMENTS"), to perform their
          respective obligations hereunder and thereunder and to consummate the
          transactions contemplated hereby and thereby. The execution and
          delivery of this Agreement and the Transaction Documents and the
          consummation of the transactions contemplated hereby and thereby have
          been duly authorized by all requisite corporate action on the part of
          each of the Sellers. This Agreement has been, and each of the
          Transaction Documents will be at or prior to the Closing, duly and
          validly executed and delivered by the Sellers which is a party thereto
          and (assuming the due authorization, execution and delivery by the
          other parties hereto and thereto) this Agreement constitutes, and each
          of the Transaction Documents when so executed and delivered will
          constitute, legal, valid and binding obligations of the Sellers,
          enforceable against each of the Sellers in accordance with their
          respective terms, except as enforcement hereof may be limited by
          bankruptcy, insolvency, fraudulent conveyance, reorganization,
          moratorium or other similar Laws relating to or affecting the
          enforcement of creditors' rights generally and legal principles of
          general applicability governing the availability of equitable remedies
          (whether considered in a proceeding in equity or at law or under
          applicable legal codes).


                                     - 31 -
<PAGE>


          None of the Sellers has: (i) received any written notice from any
          applicable Governmental Body in their respective states of
          incorporation that its registration may be revoked, stricken or
          erased; (ii) admitted an inability to pay its debts generally as they
          become due, filed or consented to the filing against it of a petition
          in bankruptcy, liquidation winding up, stay of proceedings, plan of
          arrangement or any similar proceeding, or (iii) consented to the
          appointment of a receiver, liquidator, trustee or special manager for
          itself or for any substantial part of its properties, or made any
          determination in respect of the distribution of its assets (the
          forgoing collectively referred to below as "BANKRUPTCY EVENTS"). No
          written notice has been received of any Action for, or the intent of
          any Person to request to seek or pursue, any remedy under or in
          connection with a Bankruptcy Event and to the Sellers Knowledge there
          is no reasonable basis for (ii) or (iii) above.

     5.4. CONFLICTS. The execution, delivery and performance by each of the
          Sellers of this Agreement and the Transaction Documents, does not and
          will not (i) conflict with, or result in a violation of the respective
          Corporate Documents of each of the Sellers; (ii) violate any order of
          Governmental Body by which such Seller is bound; (iii) violate any Law
          applicable to such Seller; (iv) except as set forth in SCHEDULE 5.4,
          result in any material breach of, or constitute a material default (or
          event which with the giving of notice or lapse of time, or both, would
          become a default) under, or give to any Person any rights of
          termination, amendment, acceleration or cancellation of any note,
          bond, mortgage, indenture, contract, agreement, lease, license,
          permit, franchise or other instrument related to the Purchased Assets
          and to which the Sellers are a party or to which the Purchased Assets
          of the Sellers are subject; or (v) except as set forth in SCHEDULE
          5.4, result in the creation of any Lien on the Purchased Assets held,
          leased, licensed, owned or used by the Sellers.

     5.5. CONSENTS OF THIRD PARTIES. Except as set forth in SCHEDULE 5.5, the
          execution and delivery of this Agreement and the Transaction Documents
          by each of the Sellers does not, and the performance of this Agreement
          by the Sellers, including, without limitation, transfer and assignment
          of all the Purchased Assets and the assumption of the Assumed
          Liabilities free and clear of all Liens, will not, require any
          consent, approval, authorization or other action by, or filing with or
          notification to, any Governmental Body or any other Person.


                                     - 32 -
<PAGE>


     5.6. FINANCIAL STATEMENTS.

          5.6.1. Attached as SCHEDULE 5.6(A) are the audited consolidated
               balance sheets of the Company as of December 31, 2007 and
               December 31, 2008, accompanied by the report of the Seller's
               independent public accountants thereon (the "FINANCIAL
               STATEMENTS"). Attached as SCHEDULE 5.6B are the unaudited but
               reviewed consolidated balance sheet of the Company as of June 30,
               2009 (the "BALANCE SHEET DATE") and the related consolidated
               statements of income and cash flows for the six months then ended
               (the "UNAUDITED INTERIM FINANCIAL STATEMENTS" or the "COMPANY
               CURRENT BALANCE SHEET"). The Financial Statements (including the
               related notes thereto) and the Unaudited Interim Financial
               Statements are true and complete in all material respects and in
               accordance with GAAP applied on a consistent basis throughout the
               periods involved, and fairly present in all material respects in
               accordance with GAAP the consolidated financial position of the
               Sellers as at the date thereof and the consolidated results of
               its operations and cash flows for the period indicated.

          5.6.2. Without derogating from the generality of Section 5.6.1 hereof,
               each of the Sellers maintains a standard system of accounting
               established and administered in accordance with GAAP. The Sellers
               maintain a system of internal accounting sufficient to provide
               reasonable assurance that: (A) transactions are executed in
               accordance with management's general or specific authorizations;
               (B) transactions are recorded as necessary to permit preparation
               of financial statements in conformity with GAAP and to maintain
               accountability for its assets; and (C) access to assets is
               permitted only in accordance with management's general or
               specific authorization. The Sellers have made available to
               Purchasers complete and correct copies of, all written
               descriptions of, and all policies, manuals and other documents
               promulgating, such internal accounting control.

          5.6.3. The Sellers did not receive from the Sellers' independent
               auditors any notice with respect to (A) any fraud, whether or not
               material, that involves the Sellers' management or other
               employees who have a role in the preparation of financial
               statements or the internal controls utilized by the Sellers, or
               (B) any material claim or allegation regarding any of the
               foregoing.

          5.6.4. Except as set forth in SCHEDULE 5.6.4, all Liabilities of the
               Sellers are reflected in or reserved against in the Company
               Current Balance Sheet to the extent required by GAAP; other than
               Liabilities (A) that have arisen in the ordinary course of
               business consistent with past practices since the Balance Sheet
               Date, or (B) that are less than USD50,000 (Fifty Thousand United
               States Dollars) individually or that with all other such
               Liabilities do not exceed USD150,000 (One Hundred and Fifty
               Thousand United States Dollars) in the aggregate.


                                     - 33 -
<PAGE>


          5.6.5. All the Purchased Accounts Receivables have arisen from bona
               fide transactions in the Ordinary Course of Business. All the
               Purchased Accounts Receivable reflected on the Financial
               Statements and the Company Current Balance Sheet were recorded in
               a manner consistent with past practice and in accordance with
               GAAP consistently applied. Sellers have not taken any action to
               cause the Purchased Accounts Receivables not to be collectible in
               accordance with their terms, such as waiver. All goods and
               services to be delivered underlying the Purchased Accounts
               Receivable have been delivered in accordance with their
               respective terms.

          5.6.6. NO CHANGES. Except as set forth in SCHEDULE 5.6.6, since the
               Balance Sheet Date and prior to the date hereof, there has not
               been, occurred or arisen any:

               5.6.6.1. material transaction with respect to the Purchased
                    Assets by the Sellers except in the Ordinary Course of
                    Business and consistent with past practices;

               5.6.6.2. capital expenditure or capital commitment by the Sellers
                    not in the Ordinary Course of Business or in excess,
                    individually or in the aggregate of USD150,000 (One Hundred
                    and Fifty Thousand United States Dollars);

               5.6.6.3. destruction of, damage to, or loss of any material
                    Purchased Asset of the Sellers (whether or not covered by
                    insurance);

               5.6.6.4. work stoppage, labor strike or other labor trouble, or
                    any action, suit, claim, labor dispute or grievance, whether
                    pending or threatened, relating to any labor, safety or
                    discrimination matter involving the Sellers, including,
                    without limitation, charges of wrongful termination of
                    employment or other unlawful labor practices or actions;

               5.6.6.5. change in accounting methods or practices (including any
                    change in depreciation or amortization policies or rates) by
                    the Sellers other than as required by GAAP;

               5.6.6.6. material revaluation by the Sellers of any of their
                    respective Purchased Assets;

               5.6.6.7. increase in the salary or other compensation payable or
                    to become payable by the Sellers to any of its officers,
                    directors or employees, independent contractors or advisors
                    other than in the Ordinary Course of Business consistent
                    with past practices;

               5.6.6.8. Any termination, extension, amendment or modification or
                    any material breach or default of any of the parties of the
                    terms of any Contract which the Sellers are a party to and
                    which is considered one of the Purchased Assets and/or
                    material to the Business, other than Contracts entered into
                    in connection with the transactions contemplated hereby, all
                    of which have been revealed to Purchasers prior to the date
                    hereof;


                                     - 34 -
<PAGE>


               5.6.6.9. sale, lease, license or other disposition of any of the
                    material assets or properties of the Sellers (other than in
                    the ordinary course of business) related to the Business or
                    any creation of any security interest in any of the
                    Purchased Assets;

               5.6.6.10. loans in excess of $5,000 individually, by any of the
                    Sellers to any person or entity, incurring by the Sellers of
                    any indebtedness, guaranteeing by the Sellers of any
                    indebtedness, issuance or sale of any debt securities of the
                    Sellers or guaranteeing of any debt securities of others;

               5.6.6.11. waiver or release of any material right or claim of the
                    Sellers, including any material write-off or other
                    compromise of any Purchased Account Receivable of the
                    Sellers;

               5.6.6.12. (A) sale by the Sellers of any Intellectual Property
                    related to the Business or the entering into of any license
                    agreement, security agreement, assignment or other
                    conveyance or option, with respect to each of the Sellers'
                    Intellectual Property related to the Business with any
                    person or entity (other than customer license agreements
                    entered into in the Ordinary Course of Business consistent
                    with past practice), or (B) the purchase or other
                    acquisition of any Intellectual Property related to the
                    Business or the entering into of any license agreement,
                    security agreement, assignment or other conveyance or option
                    with respect to the Intellectual Property related to the
                    Business of any Person,;

               5.6.6.13. any event or condition of any kind or nature whatsoever
                    that has had or is reasonably likely to have a Material
                    Adverse Effect with respect to the Sellers, and/or the
                    Business or the Purchased Assets; or

               5.6.6.14. agreement by the Sellers to do any of the things
                    described in the preceding Sections 5.6.6.1 through
                    5.6.6.13.

     5.7. TITLE TO PURCHASED ASSETS; SUFFICIENCY. As of the date hereof and as
          of the Closing, Sellers hold and shall continue to hold good and
          marketable title to and have and shall continue to have valid
          interests in all of the Purchased Assets free and clear of any and all
          Liens except for (i) Liens for taxes not yet due and payable which are
          in amounts for which the Sellers have sufficient funds and that do not
          impose any liability in excess of the Assumed Liabilities, and (ii)
          Liens of employees and laborers for current wages not yet due which
          are in amounts for which the Sellers have sufficient funds and that do
          not impose any liability in excess of the Assumed
          Liabilities(collectively, "PERMITTED LIENS"). Except as set forth in
          SCHEDULE 5.7, the Sellers are not in material default or in material
          breach of any provision which is required to be performed by it under
          any of its leases or licenses and holds a valid ownership, leasehold
          or licensed interest in the Purchased Assets not outright owned by it.
          The Purchased Assets are in good operating condition and repair,
          reasonable wear and tear accepted, and conform in all material
          respects with all applicable Laws. The Purchased Assets include all
          assets, rights, properties, licenses and permits, contracts and other
          benefits that are necessary in order to allow the Purchasers to
          continue after the Closing to conduct the Business as presently
          conducted. At and as of the Closing, the Purchasers shall have good,
          valid and marketable title to all of the Purchased Assets, free and
          clear of any Liens, other than Permitted Liens.


                                     - 35 -
<PAGE>


          To the Actual Knowledge of the Sellers the transfer of any Purchased
          Asset transferred hereunder does not require any payments or fees to
          be paid to any third party in connection with such transfer, excluding
          registration fees or similar costs.

     5.8. TAXES.

          5.8.1. Each of the Sellers is registered and uniquely resident for Tax
               purposes in its respective countries of incorporation and do not
               have any other requirement to register for Taxes in any other
               jurisdiction(s).

          5.8.2. Except as set forth in SCHEDULE 5.8.2, each of the Tax Returns
               required to be filed by or on behalf of each of the Sellers with
               any Governmental Entity with respect to any taxable period before
               the date hereof (the "SELLER TAX RETURNS"): (i) has been filed on
               or before the applicable due date (including any extensions of
               such due date); and (ii) has been properly prepared and correct
               and complete in all material respects.

          5.8.3. There are no outstanding Contracts with respect to the
               Purchased Assets extending or waiving the statutory period of
               limitations applicable to any claim for, or the period for the
               collection, assessment or reassessment of, Taxes due from the
               Sellers for any taxable period and no request for any such waiver
               or extension is currently pending.

          5.8.4. No audit or other proceeding by any Governmental Entity is
               pending or, to the Actual Knowledge of the Sellers, threatened
               with respect to any amount of Taxes due from or with respect to
               the Sellers and, to the Actual Knowledge of the Sellers, there is
               no reasonable basis for any such additional Taxes due. No
               Governmental Entity has given notice of its intention to assert
               any deficiency or claim for additional amounts of Taxes against
               the Sellers. No claim has been made against the Sellers by any
               Governmental Entity in a jurisdiction where the Sellers do not
               file Tax Returns that the Sellers are or may be subject to
               taxation by that jurisdiction.

          5.8.5. There are no Liens for Taxes upon the Purchased Assets, except
               for statutory Liens for current Taxes not yet due.


                                     - 36 -
<PAGE>


          5.8.6. The Sellers have each withheld to the extent required under
               applicable Law from their respective Employees, independent
               contractors, creditors, shareholders and third parties, and
               timely paid to the appropriate Taxing Authority, proper and
               accurate amounts which were due prior to the date hereof in all
               material respects for all periods ending on or before the date
               hereof in compliance with all Tax withholding and remitting
               provisions of applicable Laws. The Sellers have each complied in
               all material respects with all Tax information reporting
               provisions under applicable Laws relating to the Purchased Assets
               and the Assumed Liabilities and the Business.

          5.8.7. Except as set forth in SCHEDULE 5.8.7, with respect to the 2007
               Plan: (i) the Sellers comply in all material respects with all
               the relevant requirements of Section 102 of the Israeli Income
               Tax Ordinance and the regulations promulgated thereunder (to the
               extent applicable to any of the Sellers), with respect to any
               option or any share issued under the 2007 Plan pursuant to the
               provisions of such section, and (ii) the Sellers (to the extent
               applicable to any of the Sellers) have complied in all material
               respects with the requirements of Section 3(i) of the Israeli
               Income Tax Ordinance with respect to the grant of options or
               shares to independent contractors or "Controlling Shareholders"
               (as defined in said section).

          5.8.8. There are no Tax rulings, Contracts and arrangements (whether
               by written agreement or not) issued to or agreed by the Sellers,
               relating to Taxes relating to the Business.

          5.8.9. The Sellers and the transactions contemplated hereunder are not
               subject to any restrictions or limitations pursuant to Part E2
               (change of structure and merger) of the Ordinance.

          5.8.10. None of the Assumed Liabilities is an obligation to make a
               payment that is not deductible under Section 280G of the Code.

     5.9. INTELLECTUAL PROPERTY.

          5.9.1. SCHEDULE 5.9.1 sets forth an accurate and complete list of all
               Transferred Patents, registered Transferred Trademarks, pending
               applications for registrations of any Transferred Trademarks,
               unregistered Transferred Trademarks used since January 1, 2000
               and related to the Business, registered Transferred Copyrights
               and pending applications for the registration of Transferred
               Copyrights which are included in the Transferred Intellectual
               Property. SCHEDULE 5.9.1 lists all of the jurisdictions in which
               each such item of Transferred Intellectual Property has been
               issued or registered or in which any such application for such
               issuance or registration has been filed. Each item of Transferred
               Intellectual Property is valid and subsisting, and has not been
               abandoned or passed into the public domain.


                                     - 37 -
<PAGE>


          5.9.2. Except as disclosed on SCHEDULE 5.9.2, the Seller, directly or
               through its Subsidiaries, is the sole and exclusive owner of all
               right, title and interest in and to all the Transferred
               Intellectual Property, including the Patents, the Marks, the
               Copyright and the Software included therein. All Transferred
               Intellectual Property either (i) was invented or created by
               employees of the Sellers, acting within the scope of their
               employment, or by Third Parties (including consultants,
               independent contractors, Representatives, former employees or
               agents of the Sellers or of any of the Subsidiaries), all of
               which employees and Third Parties have validly and irrevocably
               assigned all of their rights, title and interest including
               Intellectual Property rights therein, to the Sellers, and no
               Third Party (including any employee of Seller) owns or has any
               rights, title and interest to any of such Transferred
               Intellectual Property, or (ii) is duly and validly licensed to
               the Sellers for use, license or sale in the manner currently
               used, licensed or sold by the Sellers in the operation of the
               Business, as it is currently conducted, in either case, free and
               clear of all Liens or obligations to others (except for Permitted
               Liens and those specified licenses included on SCHEDULE 5.9.5).
               No Person who has licensed any Transferred Intellectual Property
               to the Sellers has any ownership rights or license rights to
               improvements or derivative works made by the Sellers with respect
               to such Transferred Intellectual Property.

          5.9.3. To the Sellers' IP Knowledge, the operation of the Business as
               currently conducted, including the use of the Transferred
               Intellectual Property in connection with the Business, and the
               present business practices and methods of the Sellers as part of
               the Business, do not infringe, misappropriate or constitute the
               unauthorized use of any Intellectual Property of any Person,
               violate the right to privacy or publicity of any person. The
               Transferred Intellectual Property, including the Purchased
               Intellectual Property Licenses, include all of the Intellectual
               Property currently used by the Sellers in the Business as
               currently conducted.

          5.9.4. Except with respect to licenses of commercial off-the-shelf
               Software, and to the Sellers' IP Knowledge, except pursuant to
               the Purchased Intellectual Property Licenses listed on SCHEDULE
               5.9.4, the Sellers are not required, obligated, or under any
               Liability, to make any payments by way of royalties, fees or
               otherwise to any owner, licensor of, or other claimant to any
               Transferred Intellectual Property, or to any other person, with
               respect to the use thereof or in connection with the conduct of
               the Business as currently conducted.

          5.9.5. SCHEDULE 5.9.5 sets forth a complete and accurate list of all
               Purchased Contracts currently in effect to which the Sellers are
               a party which are related to the Business (i) consisting of any
               Purchased Intellectual Property Licenses, (ii) pursuant to which
               the Sellers have granted to any Third Party any right to use,
               license or sell any of the Transferred Intellectual Property
               (other than customers of the Sellers in the Ordinary Course of
               Business), (iii) containing a covenant limiting the ability of
               the Sellers to exploit any of the Transferred Intellectual
               Property or (iv) containing an agreement to indemnify any Person
               against any claim that the use or other exploitation of the
               Transferred Intellectual Property by such Third Party violates,
               infringes, misappropriates or constitutes an unauthorized use of
               any Intellectual Property rights or any other rights of any
               Person (other than customers, partners, distributors, resellers,
               OEMs and alike of the Sellers in the Ordinary Course of
               Business).


                                     - 38 -
<PAGE>


          5.9.6. Except as set forth in SCHEDULE 5.9.6, each of the Purchased
               Intellectual Property Licenses is in full force and effect and,
               is the legal, valid and binding obligation of the parties
               thereto, enforceable against the respective Seller, or to the
               Actual Knowledge of the Sellers, against the other parties
               thereto, in accordance with its terms. The Sellers are not in
               material default under any Purchased Intellectual Property
               License, nor, to the Actual Knowledge of Seller, is any other
               party to a Purchased Intellectual Property License in material
               default thereunder, and no event has occurred that with the lapse
               of time or the giving of notice or both would constitute a
               material default thereunder. No party to any of the Purchased
               Intellectual Property Licenses has exercised any termination
               rights with respect thereto.

          5.9.7. Except as set forth in SCHEDULE 5.9.7, no Transferred Trade
               Secret relating to the Business as presently conducted has been
               authorized to be disclosed or has been actually disclosed by the
               Sellers to any employee, Affiliate or any Third Party other than
               pursuant to a non-disclosure agreement restricting the disclosure
               and use of such Transferred Trade Secret. The Sellers have taken
               reasonable security measures to protect the secrecy,
               confidentiality and value of all the Trade Secrets of their
               Sellers that constitute part of the Transferred Intellectual
               Property and any other non-public, proprietary information,
               including invention disclosures, not covered by any Patents owned
               by the Sellers that constitute part of the Transferred
               Intellectual Property, which measures are reasonable in the
               industry in which the Sellers operate. Each employee, consultant,
               independent contractor, representative and agent of any of the
               Sellers that was engaged in the past three years who have
               contributed to or participated in any way in the conception
               and/or development of the Transferred Intellectual Property has
               entered into a written non-disclosure and invention assignment
               agreement with the applicable of the Sellers.

          5.9.8. The Sellers have not received written (including, without
               limitation, by electronic mail) notice of any such threatened
               claim against the Sellers of infringement, unauthorized use, or
               violation of any Intellectual Property or other right, or
               challenging the ownership, use, validity or enforceability of any
               Transferred Intellectual Property or any Purchased Intellectual
               Property Licenses.


                                     - 39 -
<PAGE>


          5.9.9. To the Sellers' IP Knowledge, there is no facts or information
               that: (i) would render any Transferred Intellectual Property or
               any Purchased Intellectual Property License invalid or
               unenforceable, or (ii) would adversely affect or impede the
               ability of the Sellers to use any Transferred Intellectual
               Property or any Purchased Intellectual Property Licenses in the
               conduct of the Business as it is currently conducted. The Sellers
               have not misrepresented, or failed to disclose, and has no
               Knowledge of any misrepresentation or failure to disclose, any
               fact or circumstances in any application or other filing with
               respect to, any Transferred Intellectual Property that would
               constitute fraud or a misrepresentation with respect to such
               application or other filing or that to Seller's Knowledge would
               otherwise affect the validity or enforceability of any
               registration with respect to any Transferred Intellectual
               Property.

          5.9.10. All registration, maintenance, renewal or any other fees in
               connection with each item of Transferred Intellectual Property
               which are due prior to the date hereof have been paid, and all
               material documents and certificates in connection with
               Transferred Intellectual Property which are due for filing prior
               to the date hereof have been filed with the relevant authorities
               for the purpose of maintaining the registrations, recordations,
               filings and effectiveness with respect to any Transferred
               Intellectual Property. There are no actions that must be taken by
               any of the Sellers or the Purchasers within forty five (45) days
               following the Closing Date, including the payment of any
               registration, maintenance or renewal fees or the filing of any
               responses to office actions, documents, applications or
               certificates for the purposes of obtaining, maintaining,
               perfecting, preserving or renewing any Transferred Intellectual
               Property registered in, or for which application was made. To the
               maximum extent provided for by, and in accordance with, Laws, the
               Sellers have recorded in a timely manner each assignment of
               registered Transferred Intellectual Property assigned to the
               Sellers with the relevant governmental authority, including the
               United States Patent and Trademark Office or their respective
               counterparts in any relevant foreign jurisdiction, as the case
               may be.

          5.9.11. To the Knowledge of the Sellers, except as set forth in
               SCHEDULE 5.9.11, no Person is infringing, violating, misusing or
               misappropriating any Transferred Intellectual Property of the
               Sellers or to Seller's Actual Knowledge any Purchased
               Intellectual Property Licenses licensed by the Sellers to third
               parties, and no such claims have been made in writing against any
               Person by the Sellers.

          5.9.12. There are no Orders to which the Sellers are a party or by
               which the Sellers are bound which restrict the rights to use any
               of the Transferred Intellectual Property or any Purchased
               Intellectual Property Licenses.


                                     - 40 -
<PAGE>


          5.9.13. Except as set forth in Schedule 5.9.13, the consummation of
               the transactions contemplated hereby, in and of themselves, will
               not result in the loss or impairment of Purchasers' right to own
               or use any portion of the Transferred Intellectual Property or
               any Purchased Intellectual Property Licenses, assuming receipt of
               the consents under such Purchased Intellectual Property Licenses
               specified in SCHEDULE 1.1(C), provided the above shall not
               include any such loss or impairment resulting directly from the
               identity of the Purchasers or any rules or Laws applicable to
               them and not to the Sellers.

          5.9.14. No present or former employee, consultant, independent
               representative, agent or contractor of the Sellers has any right,
               title, or interest, directly or indirectly, in whole or in part,
               in any Transferred Intellectual Property. To the Sellers' IP
               Knowledge of the Sellers, no employee, consultant, independent
               representative, agent or contractor of the Sellers is, as a
               result of or in the course of such employee's, consultant's or
               independent contractor's engagement by the Sellers in connection
               with the Transferred Intellectual Property, in default or breach
               of any material term of any non-disclosure agreement, assignment
               of invention agreement or similar agreement.

          5.9.15. SCHEDULE 5.9.15 sets forth (i) a complete and accurate list of
               all Software that is owned exclusively by the Sellers and is used
               in the operation of the Business and (ii) a complete and accurate
               list of all Software that is used by the Sellers in the operation
               of the Business that is not exclusively owned by the Sellers,
               except for standard off the shelf Software.

          5.9.16. The Software referred to in clause (i) of Section 5.9.15
               operate in a manner which is substantially in conformity and
               compliance with all specifications relating thereto relating to
               the design, performance, operation, test, support and maintenance
               of such Software, and other documentation relating to such
               technical specifications. All Software included as Purchased
               Assets shall be delivered at Closing (i) free of any viruses,
               including any Trojan horse, worm, harmful or disruptive
               component, or computer programming code intentionally constructed
               to damage, interfere with or otherwise adversely effect other
               codes, computer programs, data files or operations, except for
               technical measures and features that are expressly documented in
               the source code and that are designated to prevent unauthorized
               use of the Software, and (ii) free of any code that would disable
               or shut down, in whole or in part, any material computer program,
               including any device or method that permits any person to
               circumvent the normal security of the Software.


                                     - 41 -
<PAGE>


          5.9.17. SCHEDULE 5.9.17 sets forth a complete list of all Purchased
               Contracts pursuant to which any source code that relates to, or
               is part of, any Transferred Intellectual Property has been placed
               in escrow for the benefit of any Third Party. Neither the
               execution of this Agreement, the Transaction Documents nor any of
               the transactions contemplated hereby or thereby will cause the
               release of or give any Person the right to demand any source code
               or other data or information from any escrow agreement or similar
               arrangement to which the Sellers are a party and which relate to
               or is part of any Transferred Intellectual Property; provided
               that any act or omission of the Purchasers which triggers such
               release terms in such escrow arrangement shall not be deemed a
               breach of this representation.

          5.9.18. SCHEDULE 5.9.18, lists all software or other material that is
               or is required to be distributed as "freeware," "free software,"
               "open source software" or under a similar licensing or
               distribution model (including but not limited to any license
               which complies with the Open Source Initiative Corporation's
               (OSI) open source definition or which is, or is equivalent to, a
               license approved by OSI) that the Sellers use or license, and
               identifies that which is incorporated into, combined with, or
               distributed in conjunction with any Sellers' products or services
               ("INCORPORATED OPEN SOURCE SOFTWARE"). The Sellers' use and
               distribution of each component of Incorporated Open Source
               Software complies with all material provisions of the applicable
               license agreement, and in no case does such use, modification or
               distribution give rise under such license agreement to any rights
               to any third parties under any of Sellers Intellectual Property,
               including without limitation any obligation to disclose or
               distribute any Transferred Intellectual Property or Purchased
               Intellectual Property Licenses in source code form, to license
               any such Transferred Intellectual Property or Purchased
               Intellectual Property Licenses for the purpose of making
               derivative works, to distribute any such Transferred Intellectual
               Property or Purchased Intellectual Property Licenses without
               charge or grant any patent license to any of the patents embedded
               therein.

          5.9.19. None of the Sellers uses or has the right to use any Software
               which is "open source" or "free software" or subject to any
               public license or to any license the terms of which are analogous
               to the foregoing, under the terms of which it may be required to,
               among others, disclose or distribute any such Transferred
               Intellectual Property or Purchased Intellectual Property Licenses
               in source code form, to license any such Transferred Intellectual
               Property or Purchased Intellectual Property Licenses for the
               purpose of making derivative works, or to distribute any such
               Transferred Intellectual Property or Purchased Intellectual
               Property Licenses without charge.

          5.9.20. SCHEDULE 5.9.20 contains a list of all material research and
               development projects currently in progress which are conducted by
               the Sellers that relate to the Business.

     5.10. MATERIAL CONTRACTS.

          5.10.1. SCHEDULE 5.10.1 lists, under the corresponding subsection, the
               following Contracts (other than Transaction Documents):


                                     - 42 -
<PAGE>


               5.10.1.1. all Purchased Contracts, including all licensing, OEM,
                    royalty and other Contracts related to the Purchased Assets
                    or the Business, and any Contract that involves the
                    Transferred Intellectual Property or any Third Party
                    Intellectual Property that are related to the Business or
                    the Purchased Assets, to which any of the Sellers are a
                    party;

               5.10.1.2. customer agreements involving the receipt of payment in
                    2009 or thereafter of more than $50,000 annually or
                    involving continued performance of services by the
                    Purchasers after the Closing;

               5.10.1.3. Contracts involving the obligation of the Sellers (with
                    respect to any portion of the Business) to purchase
                    products, materials, supplies, advertising, equipment or
                    services for more than $50,000 annually;

               5.10.1.4. joint venture or partnership agreements and Contracts
                    providing for the formation of a joint venture, long-term
                    alliance or partnership or involving an equity investment or
                    sharing of profits by the Sellers (with respect to any
                    portion of the Business);

               5.10.1.5. Contracts (including Employee Agreements) that by the
                    express terms affect or limit the freedom in any material
                    manner of the Business or any portion thereof, or any of the
                    Purchased Assets, to compete in any line of business or with
                    any Person or in any geographic area, including any
                    exclusivity agreements;

               5.10.1.6. Contracts (or a group of related Contracts) under which
                    the Sellers (in each case, with respect to any portion of
                    the Business or any of the Purchased Assets or Assumed
                    Liabilities) has created, incurred, assumed, or guaranteed
                    any indebtedness or that relates to the lending of amounts,
                    or providing for the creation of any Lien upon any Purchased
                    Asset;

               5.10.1.7. leases, subleases or similar agreements under which the
                    Sellers are a lessee or sublessee of tangible personal
                    property used or held for use in any portion of the
                    Business;

               5.10.1.8. joint research and development Contracts involving the
                    Business;

               5.10.1.9. Contracts concerning the marketing or distribution by
                    Third Parties of any products or services of the Business
                    (including Contracts requiring the payment of any sales or
                    marketing or distribution commissions or granting to any
                    Person rights to market, distribute or sell such products or
                    services); SCHEDULE 5.10.1.9 contains a list of all such
                    Contracts requiring the payment of any sales or marketing or
                    distribution commissions which are due as of the date
                    hereof;


                                     - 43 -
<PAGE>


               5.10.1.10. other Contracts relating to the Business which were
                    entered into other than in the Ordinary Course of Business
                    involving annual payments to or from Third Parties in excess
                    of $50,000;

               5.10.1.11. any Contract obligating the Sellers (in each case,
                    with respect to any portion of the Business or any of the
                    Purchased Assets or Assumed Liabilities) to guarantee the
                    performance of any other Person;

               5.10.1.12. any Contract with any Governmental Body related to the
                    Business or Purchased Assets;

               5.10.1.13. any power of attorney, proxy or similar instrument (in
                    each case, with respect to any portion of the Business or
                    any of the Purchased Assets or Assumed Liabilities); (other
                    than powers of attorney given in the Ordinary Course of
                    Business with respect to routine export, Tax or securities
                    matters);

               5.10.1.14. any Contract relating to the Business to indemnify any
                    Person or to share in or contribute to the Liability of any
                    Person (other than in the Ordinary Course of Business);

               5.10.1.15. all Contracts which include a provision for their
                    termination or any change of any material term thereof
                    (including any increase in payments, any loss of right,
                    etc.) as a result of the assignment thereof in an event of a
                    sale of all or any of the assets of the Sellers or similar
                    provisions (in each case, with respect to any portion of the
                    Business or any of the Purchased Assets or Assumed
                    Liabilities);

               5.10.1.16. all Contracts which related to the Purchased Assets
                    and are otherwise material to the Sellers which are not
                    described in any of the categories specified in this SECTION
                    5.10.1.

          5.10.2. The Contracts set forth on SCHEDULE 5.10.1 are referred to
               herein as "MATERIAL CONTRACTS". The Sellers have heretofore made
               available to Purchasers true and complete copies of all written
               Material Contracts.

          5.10.3. Each Material Contract is in full force and effect and is
               legal, valid and binding on any of the Sellers that is a party
               thereto and, to the Knowledge of the Sellers, the other party or
               parties thereto.


                                     - 44 -
<PAGE>


          5.10.4. The Sellers (and, to the Knowledge of the Sellers, each of the
               other party or parties thereto), have performed in all material
               respects all obligations required to be performed by them under
               each Material Contract. Except as set forth in SCHEDULE 5.10.4,
               no event has occurred with respect to the Sellers or, to the
               Actual Knowledge of the Sellers, with respect to any other Person
               that (with or without lapse of time or the giving of notice or
               both) materially contravenes, conflicts with or results in a
               material violation or breach of, or gives any of the Sellers or
               the other party thereof the right to declare a default or
               exercise any remedy under, or to accelerate the maturity of, or
               to cancel, terminate or modify, any Material Contract. To the
               Knowledge of the Sellers, no party to any Material Contract has
               repudiated any material provision thereof or terminated any
               Material Contract and none of the Sellers has received any
               written notice that any other party or parties to any Material
               Contract intend to exercise any right of cancellation,
               termination or non-renewal thereof.

     5.11. EMPLOYEE MATTERS.

          5.11.1. SCHEDULE 5.11.1 INCLUDES a list of the names of all the
               Continuing Employees, including their title, their employment
               start date, and their compensation terms including the identity
               of their employer. A list of the names of all the other Employees
               was previously provided to the Parent. The Sellers are not in
               default with respect to any of their respective obligations
               relating to the salaries or benefits owed to their Continuing
               Employees. All employees involved in the Business are engaged by
               the Sellers, and other than the Employees, there are no other
               employees or consultants involved in the Business and engaged by
               the Sellers or any Subsidiary thereof.

          5.11.2. None of the Sellers are a party to any collective bargaining
               agreement with any labor union applicable to the Employees,
               except for any extension orders applying to all employees and/or
               to employees in the Seller Israel Sub's field of industry. To the
               best of Sellers' Knowledge there are no representation or
               certification proceedings or petitions seeking a representation
               or certification proceeding pending or threatened to be brought
               or filed with the National Labor Relations Board or any labor
               relations tribunal involving the Employees.

          5.11.3. Except as set forth in SCHEDULE 5.11.3, there are no
               grievances, unfair labor practices or employment discrimination
               charges, complaints or claims of the employees against the
               Sellers that is either pending, or, to the best of Sellers'
               Knowledge, threatened before any Governmental Body. The Sellers
               are not now, nor during the last two years, have been the subject
               of any complaint, charge, suit or other legal process with
               respect to any of its/their employees, independent contractors or
               consultants by a Governmental Authority.


                                     - 45 -
<PAGE>


          5.11.4. Except as set forth in SCHEDULE 5.11.4, (i) the Sellers are,
               and have been at all times, in compliance with all applicable
               federal, state and local Laws, rules and regulations (including
               without limitation the National Labor Relations Act) as well as
               any national, industry or company collective agreement, order or
               award, respecting employment, pension and social security,
               employment practices, terms and conditions of employment, wages
               and hours and workplace safety and are not engaged in any unfair
               labor practices; (ii) the Sellers obligations to provide
               statutory severance pay to the Continuing Employees pursuant to
               severance Laws, including without limitation, under the Israeli
               Severance Pay Law (5723-1963) (the "SEVERANCE LAW"), are to the
               extent required fully funded or accrued on the Seller's audited
               financial statements as of the date of such. Except for those
               Continuing Employees listed in SCHEDULE 5.11.4, all the
               Continuing Employees of the Seller Israeli Sub are subject to a
               severance arrangement under Section 14 of the Severance Law.

          5.11.5. No Continuing Employee is or will be entitled to any
               compensation, bonus, severance pay or any other benefits or
               entitlements on account of or resulting from any action taken by
               the Sellers in connection with any of the transactions
               contemplated under the Agreement or on account of or resulting
               from the termination of any Continuing Employees or their
               recruitment by the Purchasers except (i) as set forth in SCHEDULE
               5.11.5, (ii) rights and benefits provided under applicable Law
               but solely to the extent so provided in such applicable Laws, and
               (iii) amounts due from Plans which have been fully funded and
               will be payable solely by such Plans, (iv) as contemplated in
               this Agreement.

          5.11.6. SCHEDULE 5.11.6 contains an accurate and complete list of each
               Plan and each Employee Agreement of the Continuing Employees.
               Sellers have made available to the Purchasers or its counsel
               true, complete and correct copies of (i) the most recent Plan
               documents, adoption agreements, summary Plan descriptions, and
               all amendments thereto for each Plan, and (ii) the most recent
               actuarial and audit reports for each Plan for which such reports
               are available.

          5.11.7. Each Plan, including plans maintained for the benefit of
               Employees in Israel, the United States the United Kingdom or
               elsewhere, has been established and maintained in accordance with
               its terms and all applicable Laws and (i) all contributions to
               each such Plan required through the Closing Date have been and
               will be made by the Sellers, (iii) each Plan is either fully
               funded (or fully insured) based upon generally accepted local
               actuarial and accounting practices and procedures or adequate
               accruals for each Plan have been made in Seller's financial
               statements in accordance with GAAP, (iv) there are no judicial,
               regulatory, arbitration or similar proceedings, inquiries,
               investigations or audits pending, or, to the Sellers' Knowledge,
               threatened in writing (other than routine claims for benefits)
               against any Plan or against the assets of any Plan; (v) none of
               the Sellers nor any ERISA Affiliate is subject to any penalty or
               Tax with respect to any Plan; (vi) each Plan that is intended to
               be qualified under Section 401(a) of the Code is so qualified and
               has received a favorable determination opinion, notification or
               advisory letter with respect to such status from the IRS, and
               (vii) no event has occurred and no condition or circumstance has
               existed or exists which may reasonably be expected to result in
               the disqualification of such Plan.


                                     - 46 -
<PAGE>


          5.11.8. All amounts that the Sellers are legally or contractually
               required either (i) to deduct from any Continuing Employee's
               salary or to transfer to such Continuing Employee's pension or
               provident, life insurance, incapacity insurance, continuing
               education fund or other similar fund or (ii) to withhold from any
               Continuing Employee's salary and pay to any Governmental Body as
               required by applicable Laws have, in each case, been duly
               deducted, transferred, withheld and paid, and the Sellers have no
               outstanding obligation which is currently due to make any such
               deduction, transfer, withholding or payment.

     5.12. LITIGATION. Except as set forth on SCHEDULE 5.12, there is no Legal
          Proceeding or governmental investigation pending or, to the Knowledge
          of Sellers, threatened by or against the Sellers relating to the
          Business or affecting the Purchased Assets (including without
          limitation, any claims for assessment or collection of Taxes on any
          Purchased Assets) or that seeks to impair, prohibit or restrain the
          ability of Sellers to enter into this Agreement or any Transaction
          Document, as applicable, or to consummate any of the transactions
          contemplated hereby or thereby and the Sellers are not subject to any
          Order in respect of the Business or any Purchased Asset.

     5.13. COMPLIANCE WITH LAWS; PERMITS.

          5.13.1. Except as set forth in SCHEDULE 5.13, the Sellers are, and at
               all times have been, in compliance in all material respects with
               all Laws applicable to the Business or the Purchased Assets,
               including all export Laws. The Sellers have not received any
               written notice of or been charged with the violation of any Law
               affecting the Business or the Purchased Assets. To the Sellers'
               Knowledge, none of the Sellers is under investigation with
               respect to the violation of any Laws affecting the Business, the
               Purchased Assets or the Assumed Liabilities.

          5.13.2. The Sellers hold all Permits which are required for the
               operation of the Business as currently conducted. The Sellers are
               not in default or violation (and no event has occurred which,
               with notice or the lapse of time or both, would constitute a
               default or violation) in any material respect of any term,
               condition or provision of any such Permit.

     5.14. GRANTS, INCENTIVES AND SUBSIDIES. None of the Sellers has received
          any grants, incentives and subsidies (collectively, "GRANTS") from the
          Government of the State of Israel or any agency thereof, or from any
          foreign governmental or administrative agency, including, without
          limitation, (i) "Approved or Privileged Enterprise" from the
          Investment Center and (ii) grants from the grants from the Office of
          the Chief Scientist in the Israeli Ministry of Industry, Trade &
          Labor.


                                     - 47 -
<PAGE>


     5.15. FOREIGN CORRUPT PRACTICES ACT. The activities of the Sellers and
          their respective officers, directors and employees has complied, and
          the operations, including the Business, of the Sellers has complied,
          with all applicable laws governing corrupt or illicit business
          practices, including, without limitation, laws dealing with improper
          or illegal payments, gifts or gratuities or the payment of money or
          anything of value directly or indirectly to any person (whether a
          government official or private individual) for the purpose of
          illegally or improperly inducing any person or government official, or
          political party or official thereof, or any candidate for any such
          position, in making any decision or improperly assisting any person in
          obtaining or retaining business or taking any other action favorable
          to such person, or dealing with business practices in relation to
          investments outside of the United States (including, by way of
          example, if applicable, the U.S. Foreign Corrupt Practices Act, as
          amended).

     5.16. INSURANCE. All insurance policies by which any or all of the
          Purchased Assets are covered are set forth in SCHEDULE 5.16 and all
          such policies are in full force and effect, all premiums with respect
          thereto have been duly paid and Sellers are not aware of any reason
          that such policies shall not be extended on similar terms upon their
          expiration. Since January 1, 2004, no material claim by the Sellers
          for coverage under any such policies (or any predecessor policies) has
          been denied.

     5.17. RELATED PARTY TRANSACTIONS. Except as set forth on SCHEDULE 5.17,
          none of the Sellers, or any Affiliate of any of the Sellers or any of
          their respective officers, directors or, to the Actual Knowledge of
          Sellers, any employees thereof, (i) owns any direct or indirect
          interest of any kind in, or controls or is a director, officer,
          employee or partner of, any Person which is (A) a competitor,
          supplier, customer, creditor or debtor (other than any salary,
          benefits or compensation that may be owed to such Person, as an
          employee of the Sellers) of the Business, or (B) a participant in any
          transaction to which any of the Sellers is a party in connection with
          the Business or (ii) is a party to any Contract with the Sellers
          acting on behalf of the Business.

     5.18. CUSTOMERS AND SUPPLIERS.

          5.18.1. SCHEDULE 5.18.1 sets forth a list of the ten (10) largest
               customers of the Business during the period from January 1, 2007
               to October 30, 2009 and the ten (10) suppliers that the Company
               believes are the major suppliers of the Business.

          5.18.2. Since January 1, 2007, no customer or supplier of the Business
               listed in SCHEDULE 5.18.1 has terminated its relationship with
               the Sellers or materially reduced or changed the pricing or other
               terms of its business with the Sellers and no customer or
               supplier listed on SCHEDULE 5.18.1 has notified the Sellers that
               it intends to terminate or materially reduce the scope or pricing
               terms of its business with any of the Sellers.

          5.18.3. SCHEDULE 5.18.3 lists the Sellers installed base of systems in
               the Business, by customer, including location of each system,
               date of installation, and specifying whether such customer is
               still entitled to a warranty period (and if so when such warranty
               period expires) or is under maintenance services (and if so when
               the current maintenance period is due to end).


                                     - 48 -
<PAGE>


          5.18.4. The Sellers have made available to the Purchasers copies of
               all material Contracts currently outstanding between the Sellers
               and customers of the Sellers in the Business and all other
               Contracts of the Sellers that, in Sellers' judgment, are
               materially relevant for the continuation of the Business, as
               currently conducted, by the Sellers.

     5.19. PRODUCT WARRANTY; PRODUCT LIABILITY.

          5.19.1. Except as set forth on SCHEDULE 5.19, each product
               manufactured, sold or delivered by the Sellers under any
               Purchased Contract has been in conformity with all substantial
               product specifications and all express and implied warranties.
               The Sellers have provided Purchasers with true and complete
               copies of all warranties, warranty policies, service and
               maintenance agreements related to the Purchased Assets and
               Assumed Liabilities. SCHEDULE 5.19 sets forth a true and accurate
               list of all warranty claims in respect of the Business or the
               Purchased Assets since January 1, 2009 requiring from the Sellers
               either disconnection of a product, replacement of a product or
               payment of damages or penalties (whether liquidated or not).

          5.19.2. Except as set forth on SCHEDULE 5.19, to the Sellers'
               Knowledge, the Sellers have not in conducting the Business
               intentionally committed any act or failed to commit any act,
               which resulted in, and there has been no occurrence in the
               Sellers' control which gives rise to or form the reasonable basis
               of, any product Liability or Liability for breach of warranty
               (whether covered by insurance or not) on the part of the Sellers
               with respect to products included in the Business and that were
               designed, manufactured, assembled, repaired, maintained,
               delivered or installed or services rendered prior to the Closing.

     5.20. FINANCIAL ADVISORS. No Person has acted, directly or indirectly, as a
          broker, finder or financial advisor for any of the Sellers in
          connection with the transactions contemplated by this Agreement that
          would result in the obligation of Purchasers to pay any finder's fee,
          brokerage fee, commission or similar payment in connection with the
          transactions contemplated hereby.

     5.21. FULL DISCLOSURE. Neither this Agreement nor any certificates made or
          delivered by the Sellers in connection herewith contains or, at the
          Closing Date, will contain, any untrue statement of a material fact or
          Knowingly omits or will, at the Closing Date, omit, 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.

6.   REPRESENTATIONS AND WARRANTIES OF PURCHASERS

     Each of the Purchasers, jointly and severally, hereby represents and
     warrants to each of the Sellers as of the date hereof and as of the Closing
     Date as set forth below:

     6.1. ORGANIZATION AND GOOD STANDING. Each Purchaser is a corporation duly
          organized, validly existing and in good standing (to the extent
          applicable in its jurisdiction of incorporation) under the laws of its
          jurisdiction of incorporation and has all requisite corporate power
          and authority to own, lease and operate its business.


                                     - 49 -
<PAGE>


     6.2. AUTHORIZATION OF AGREEMENT. Each Purchaser has full corporate power
          and authority to execute and deliver this Agreement and the other
          Transaction Documents, and to consummate the transactions contemplated
          hereby and thereby. The execution, delivery and performance by each
          Purchaser of this Agreement and each Transaction Document have been
          duly authorized by all necessary corporate actions on behalf of each
          of the Purchasers. This Agreement has been, and each Transaction
          Document will be at or prior to the Closing, duly executed and
          delivered by each Purchaser and (assuming the due authorization,
          execution and delivery by the other parties hereto and thereto) this
          Agreement constitutes, and each Transaction Document when so executed
          and delivered will constitute, legal, valid and binding obligations of
          each Purchaser, enforceable against such Purchaser in accordance with
          their respective terms.

     6.3. CONFLICTS; CONSENTS OF THIRD PARTIES; NON-CONTRAVENTION.

          6.3.1. The execution, delivery and performance by the Purchasers of
               this Agreement and the Transaction Documents, will not (i)
               contravene conflict with, or result in a violation of or breach
               of any provision of the respective organizational documents of
               each of the Purchasers, (ii) contravene, conflict with, or result
               in any violation or breach of any provision of any judgment,
               injunction, order or decree of Governmental Body by which each
               such Purchaser is bound, (iii) contravene, conflict with, or
               result in any violation or breach of any provision of any Law
               applicable to such Purchaser; or (iv) subject (to the extent
               applicable) to the receipt of all the Consents set forth in
               Schedules 5.4 or 5.5 or required to be set forth therein, require
               any Consent by any Person or Governmental Body.

          6.3.2. No consent, waiver, approval, Order, Permit or authorization
               of, or declaration or filing with, or notification to, any Person
               or Governmental Body is required on the part of Purchasers in
               connection with the execution and delivery of this Agreement or
               the Transaction Documents or the compliance by Purchasers with
               any of the provisions hereof or thereof.

     6.4. AVAILABLE FUNDS. The Purchasers have, or will have prior to the
          Closing, sufficient funds to enable it to consummate the transactions
          contemplated herein.

     6.5. AVAILABLE SHARES. The Parent has, or will have prior to the Closing,
          sufficient reserved Parent Ordinary Shares in its authorized but
          unissued share capital to allow the issuance of the shares underlying
          the Parent Assumed Options.

     6.6. FORM S-8. Parent is eligible to file with the United States Securities
          and Exchange Commission ("SEC") a registration statement on Form S-8
          (or any other successor or other appropriate form) for the
          registration of Parent Ordinary Shares underlying Parent Assumed
          Options.


                                     - 50 -
<PAGE>


     6.7. FINANCIAL ADVISORS. No Person has acted, directly or indirectly, as a
          broker, finder or financial advisor for the Purchasers in connection
          with the transactions contemplated by this Agreement that would result
          in the obligation of the Sellers to pay any finder's fee, brokerage
          fee, commission or similar payment in connection with the transactions
          contemplated hereby.

7.   COVENANTS.

     7.1. ACCESS TO INFORMATION. The Sellers agree that until the earlier of the
          Closing Date and the termination of this Agreement, Purchasers and
          Parent shall be entitled, through their officers, employees and
          Representatives, to continue to have access to, to review and discuss
          with the Sellers and their officers, the properties, and operations of
          the Sellers and their Subsidiaries and such books and records relating
          to the Business or the Purchased Assets, including without limitation,
          correspondence with contacts at potential customers of the Business,
          all the foregoing for the purpose of consummating the transactions
          contemplated hereunder, ensuring compliance by the parties with the
          provisions of this Agreement and ensuring a smooth transition for the
          Business, its customers and the Employees. Nothing herein shall
          diminish or obviate any of the representations, warranties, covenants
          or agreements of the Sellers contained in this Agreement or the
          Transaction Documents. All information referred to in this Section 7.1
          shall be subject to the Mutual Non Disclosure Agreement between
          Company and Parent, dated November 24, 2008, which shall continue to
          be in full force and effect.

     7.2. CONDUCT OF THE BUSINESS PENDING THE CLOSING.

          7.2.1. From and after the date hereof and until the earlier of the
               Closing Date and the termination of this Agreement, except as
               otherwise expressly provided by this Agreement or with the prior
               written consent of Parent, which shall not be unreasonably
               withheld, Sellers shall:

               7.2.1.1. conduct the Business only in the Ordinary Course of
                    Business;

               7.2.1.2. use their reasonable commercial efforts to (A) preserve
                    the present Business operations, organization (including
                    management and the sales force) and goodwill of the Business
                    and (B) preserve the present relationships with Persons
                    having business dealings with the Sellers in the conduct of,
                    or relating to, the Business (including customers and
                    suppliers);

               7.2.1.3. use their reasonable commercial efforts to maintain (A)
                    all of the Purchased Equipment in their current condition,
                    ordinary wear and tear excepted and (B) insurance upon all
                    of the Purchased Assets in such amounts and of such kinds
                    comparable to that in effect on the date of this Agreement,
                    if at all in existence;


                                     - 51 -
<PAGE>


               7.2.1.4. (A) maintain the books, accounts and records of Company
                    and its Subsidiaries relating to the Business in the
                    Ordinary Course of Business, (B) continue to collect
                    accounts receivable and pay accounts payable and other
                    Liabilities and Taxes consistent with past practice in the
                    Ordinary Course of Business, utilizing normal procedures and
                    without materially discounting or accelerating payment of
                    such accounts, and (C) comply in all material respects with
                    all material contractual and other obligations applicable to
                    the operation of the Business, including those included in
                    the Purchased Contracts;

               7.2.1.5. use their reasonable commercial efforts to maintain all
                    Permits relating to the Business in all material respects;

               7.2.1.6. provide Purchaser with prompt notice of any material
                    damage, destruction or loss, whether or not covered by
                    insurance, with respect to the tangible Purchased Assets or
                    any other event that could reasonably be expected to have a
                    Material Adverse Effect;

               7.2.1.7. pay all maintenance and similar fees if and when due and
                    take all other appropriate actions as necessary in the
                    Ordinary Course of Business to prevent the abandonment, loss
                    or impairment of all Transferred Intellectual Property;

               7.2.1.8. comply in all material respects with all applicable
                    Laws;;

               7.2.1.9. not grant or issue any shares or options to purchase
                    shares or similar rights to any Employees, other than as
                    specifically contemplated herein; or

               7.2.1.10. not take any action with the intent to adversely affect
                    the ability of the parties to consummate the transactions
                    contemplated by this Agreement.

          7.2.2. The Sellers agree that, from and after the date hereof and
               until the earlier of the Closing Date and the termination of this
               Agreement, except as otherwise expressly provided by this
               Agreement or with the prior written consent of the Parent, which
               shall not be unreasonably withheld (if any of the actions below
               is required under Law or a Purchased Contract in effect on the
               date hereof, the Sellers will be obligated to notify the Parent
               of such action and an approval will not be required), Sellers
               shall not:

               7.2.2.1. hire any new Employee to serve in the Business or,
                    except as required or allowed under this Agreement,
                    terminate any Employee, or, except as may be required
                    pursuant to any applicable Law, or agreement with such
                    Employee which is specified in the Disclosure Schedules, (A)
                    increase the level of compensation of or pay any bonus to,
                    any Continuing Employee other than pursuant to the terms of
                    engagement existing as of the date hereof and set forth in
                    the disclosure schedules, with such Continuing Employee, (B)
                    increase the coverage or benefits available under any (or
                    create any new) Plan made to, for, or with any of the
                    Continuing Employees or otherwise modify or amend or
                    terminate any such Plan, except with respect to Employees
                    that do not become Continuing Employees, or (C) grant any
                    Employee or other person any change of control, severance,
                    retention or termination compensation or benefits, or any
                    increase therein;


                                     - 52 -
<PAGE>


               7.2.2.2. voluntarily subject the Purchased Assets to any Lien or
                    otherwise encumber or permit or allow to be encumbered, any
                    of the Purchased Assets (whether tangible or intangible),
                    except under any applicable Law and other than in accordance
                    with the provisions of the Purchased Contract or Assumed
                    Liability related to the Purchased Asset;

               7.2.2.3. other than in the Ordinary Course of Business acquire
                    any properties or assets in connection with the Business in
                    an amount exceeding $15,000 individually, or sell, assign,
                    license, transfer, convey, lease or otherwise dispose of any
                    of the Purchased Assets;

               7.2.2.4. modify, renew, terminate or elect not to renew any
                    Purchased Contract or enter into any Contract related to the
                    Business or which would be deemed a Purchased Contract
                    hereunder;

               7.2.2.5. cancel or compromise any debt or claim or waive or
                    release any right of the Sellers in respect of the Purchased
                    Assets;

               7.2.2.6. enter into any commitment for capital expenditures
                    relating to the Business;

               7.2.2.7. introduce any change with respect to the operation of
                    the Business, including any change in the types, nature,
                    composition or quality of products or services or make any
                    material change in product specifications;

               7.2.2.8. enter into any Contract or commitment that restrains,
                    restricts, limits or impedes the ability of the Business, or
                    the ability of the Purchasers, to compete with or conduct
                    any business or line of business related to the Business in
                    any geographic area;

               7.2.2.9. terminate, modify, renew, restate, supplement or waive
                    any rights under any (A) Purchased Contract or Purchased
                    Intellectual Property License or (B) Permit (except as
                    required by Law);


                                     - 53 -
<PAGE>


               7.2.2.10. disclose any information not customarily disclosed in
                    the Ordinary Course of Business to any person concerning the
                    Business, and the Sellers' technologies or properties or
                    afford to any person or entity including, but not limited
                    to, financing parties, access to its properties, books or
                    records;

               7.2.2.11. declare, set aside, or distribute any dividend or other
                    distribution (whether payable in cash, stock, property or a
                    combination thereof) with respect to any of the capital
                    stock (or other equity securities) of the Sellers;

               7.2.2.12. (A) accelerate or delay collection of Purchased
                    Accounts Receivable in advance of or beyond their regular
                    due dates or the dates when the same would have been
                    collected in the Ordinary Course of Business; (B) delay or
                    accelerate payment of any account payable in advance of its
                    due date or the date such liability would have been paid in
                    the Ordinary Course of Business; (C) delay or postpone the
                    repair or maintenance of their properties related to the
                    Business; or (D) vary any inventory purchase practices in
                    any material respect from past practices;

               7.2.2.13. write up, write down or write off the book value of any
                    Purchase Assets, individually or in the aggregate, except
                    for depreciation and amortization in accordance with GAAP
                    consistently applied;

               7.2.2.14. agree to do anything prohibited by this Section 7.2
                    (including providing any promises or assurances with respect
                    to any of the foregoing).

     7.3. REGULATORY AND OTHER AUTHORIZATIONS; CONSENTS. From the date hereof
          until the earlier of Closing or termination of this Agreement, the
          Sellers shall use their best commercial efforts to obtain all
          authorizations, consents, orders and approvals of all Governmental
          Bodies and any third Persons that may be or become necessary for the
          execution and delivery of, and the performance of the obligations
          pursuant to this Agreement including for the transfer of all the
          Purchased Assets hereunder without any additional liability or
          obligation to the Purchasers, other than the Assumed Liabilities, and
          will cooperate reasonably with the Purchasers and such Governmental
          Body and third Persons in seeking to obtain all such authorizations,
          consents, orders and approvals. The Purchasers will, to the extent
          reasonably necessary, cooperate with the Sellers with respect to the
          Sellers' efforts to obtain the authorizations, consents, orders and
          approvals contemplated by this Section 7.3.It is clarified that the
          failure of the Sellers to obtain the authorizations, consents, orders
          and approvals contemplated by this Section 7.3 shall not create any
          Liability whatsoever on the Sellers.


                                     - 54 -
<PAGE>


     7.4. CHANGE OF NAME. From and after the Closing, the Sellers shall
          immediately cease using the Trademarks, Network Identifiers,
          trade-names and domain names included in the Transferred Intellectual
          Property, and shall, within 90 days as of the Closing, cease to do
          business under a corporate name or trade name that incorporates such
          Trademarks, Network Identifiers or trade names or any marks or names
          substantially similar or confusingly similar thereto and the
          Purchasers shall be entitled to fully use such Trademarks, the
          trade-names and domain names included in the Transferred Intellectual
          Property and Network Identifiers as well as corporate name. Following
          such 90-day period, Purchasers shall be entitled to take all steps
          necessary for the removal of the name of the Sellers from any Register
          of Record of Trademark registered users in any office or agency of any
          government or organization, and the Sellers will render any reasonable
          assistance required by the Purchasers in connection with such removal.

     7.5. TRANSITION. During the period between the signing of this Agreement
          and the earlier of the Closing Date or termination of this Agreement,
          the Sellers and the Purchasers shall cooperate with one another in
          creating joint plans for the transition of the Business, the Purchased
          Assets and Assumed Liabilities from the Sellers to the Purchasers at
          and after the Closing. The Sellers shall not take any action that is
          intended to have the effect of discouraging any lessor, licensor,
          user, customer, supplier, or other business associate of the Business
          from maintaining the same business relationship with the Purchasers
          after the Closing as it maintained with the Sellers prior to the
          Closing. Prior to the Closing, for the transition purposes,
          representatives of the Sellers shall have, together with
          Representatives of the Purchaser, run a copy of source code of the
          Situator Software from beginning to end with all components and
          libraries in order to demonstrate the performance of the source code
          of the Situator Software, in accordance with the guidelines set forth
          in SCHEDULE 7.5 attached hereto. For the avoidance of doubt nothing
          herein implies that the said source code will run uninterrupted or
          error free. Following the Closing, the Sellers shall use reasonable
          efforts to refer all user and customer inquiries relating to the
          Business to the Purchasers.

     7.6. NON-COMPETITION; NON-SOLICITATION; CONFIDENTIALITY.

          7.6.1. In order that the Purchasers may have and enjoy the full
               benefit of the Purchased Assets, Sellers shall not, directly or
               indirectly, from the Closing Date hereof until the expiration of
               36 (thirty six) months after the Closing (the "NON-COMPETE
               PERIOD"): (i) own, manage operate, finance, join, control or
               participate in the ownership, management, financing, operation,
               business or control of or otherwise be involved in any way in any
               business anywhere in the world that at any time during the
               Non-Compete Period (a) engages in the developing, producing,
               offering, distributing, selling or supporting of products or
               services similar to, or directly or indirectly competitive with,
               the products and services that are included in the Business, as
               conducted, (b) engages in any activity concerning Intellectual
               Property that is competitive with the Transferred Intellectual
               Property; or (ii) initiate or maintain any contact with any
               Person associated with the Sellers in the past and/or the present
               regarding all matters relating to the Purchased Assets with the
               intent to adversely affect the rights of the Purchasers to enjoy
               the Purchased Assets and the Business. Each of the Sellers
               acknowledges that the consideration received by the Sellers
               hereunder is paid in consideration, in part, for the non-compete
               obligations hereunder and that in light of the nature of this
               transaction, the interest that the Sellers have in the success of
               the Purchasers and the critical significance of the non-compete
               covenant to the Purchasers' business and to their willingness to
               enter into this Agreement and pay the Base Purchase Price, the
               non-compete covenant is reasonable and fair in the circumstances.


                                     - 55 -
<PAGE>


          7.6.2. For a period from the date hereof to the second anniversary of
               the Closing Date (provided that if Closing is no consummated for
               any reason whatsoever, this provision shall expire upon
               termination of the Agreement), the Sellers shall not, and shall
               cause all the Affiliates directly or indirectly controlled by the
               Sellers not to: (i) cause, solicit, induce or encourage any
               Employees who become Continuing Employees to leave such
               employment or otherwise engage any such individual; (ii) solicit,
               induce or encourage any Continuing Employees that received offers
               of engagement by Purchasers, in each case who have refused offers
               to become Continuing Employees pursuant to Section 9, to become
               or continue to be employees or consultants of the Sellers, or
               (iii) cause, induce or encourage any material actual or
               prospective client, customer, supplier or licensor of the
               Business (including any existing customer of the Sellers and any
               Person that becomes a client or customer of the Business after
               the Closing) or any other Person who has a business relationship
               with the Business, to terminate or adversely modify any such
               actual or prospective relationship. In addition, to the extent
               that, during the period of one year after Closing, the Sellers
               are approached by any potential customer who is interested in the
               Business, then the Sellers shall make diligent efforts to refer
               such potential customer to the Purchasers.

          7.6.3. From and after the date hereof, Sellers shall not disclose,
               reveal, divulge or communicate to any Person other than
               authorized employees, officers, directors and professional
               advisors of the Sellers or use or otherwise exploit for its own
               benefit or for the benefit of anyone other than the Purchasers or
               other than as contemplated under this Agreement or in exercise of
               any right of Sellers under this Agreement or in defending any
               claim against Sellers, any Purchasers' Related Confidential
               Information. For purposes of this Section 7.6, "PURCHASERS
               RELATED CONFIDENTIAL INFORMATION" shall mean any Trade Secrets or
               other confidential information with respect to the Purchased
               Assets, the Assumed Liabilities or the Business. "PURCHASERS
               RELATED CONFIDENTIAL INFORMATION" does not include, and there
               shall be no obligation hereunder with respect to, information
               that (i) is in the public domain at the time of disclosure by
               Purchasers or subsequently becomes so through no fault of Seller;
               (ii) is furnished to the Sellers by a third party having a lawful
               right to do so; (iii) was explicitly approved for release by
               written authorization of Purchasers; (iv) or is required to be
               furnished in connection with any correspondence or applications
               of the Sellers with any Governmental Body (such as with tax
               authorities) or (v) is disclosed in response to a valid order of
               a court or other Governmental Body with jurisdiction over the
               Sellers or Purchasers, but only to the extent of and for the
               purposes of such order, provided, however, that the Sellers shall
               first notify Purchasers in writing of the order, and permit
               Purchasers to seek an appropriate protective order.


                                     - 56 -
<PAGE>


          7.6.4. The covenants and undertakings contained in this SECTION 7.6
               relate to matters which are of a special, unique and
               extraordinary character and a violation of any of the terms of
               this SECTION 7.6 may cause irreparable injury to the Purchasers,
               the amount of which will be impossible to estimate or determine
               and which cannot be adequately compensated. Therefore, the
               Purchasers will be entitled to an injunction, restraining order
               or other equitable relief from any court of competent
               jurisdiction in the event of any breach of this SECTION 7.6. The
               rights and remedies provided by this SECTION 7.6 are cumulative
               and in addition to any other rights and remedies which Purchasers
               may have hereunder or at Law or in equity.

          7.6.5. The parties hereto agree that, if any court of competent
               jurisdiction in a final nonappealable judgment determines that a
               specified time period, a specified geographical area, a specified
               business limitation or any other relevant feature of this SECTION
               7.6 is unreasonable, arbitrary or against public policy, then a
               lesser time period, geographical area, business limitation or
               other relevant feature which is determined to be reasonable, not
               arbitrary and not against public policy may be enforced against
               the applicable party.

     7.7. PUBLICITY. Sellers shall not issue any press release or announcement
          concerning the transactions contemplated hereby without the prior
          written consent of the Purchasers. If the Purchasers elect to publicly
          announce the transaction contemplated by this Agreement, the Sellers
          will assist the Purchasers in the preparation of a release or
          announcement, and subject to applicable Law or stock exchange rules
          and regulations, Purchasers shall provide Sellers with reasonable time
          to propose comments on such release or announcement in advance of such
          issuance; provided that Purchasers, in their sole discretion, shall
          not be obligated to accept such proposed comments.

     7.8. NOTIFICATION OF CERTAIN MATTERS. Each party shall give prompt notice
          to the other parties of (i) the occurrence or nonoccurrence of any
          event which has caused or would be likely to cause any representation
          or warranty contained in this Agreement by such first party to be
          untrue or inaccurate in any material respect at or prior to the
          Closing; (ii) any material failure by such first party to comply with
          or satisfy in any material respect any covenant condition or agreement
          to be complied with or satisfied by it hereunder; (iii) any material
          notice or other material communication of which such party has
          knowledge from any Governmental Body or other Person in connection
          with the transactions contemplated by this Agreement; (iv) any Actions
          commenced or to the knowledge of such party threatened against,
          relating to, involving or otherwise affecting, the Purchased Assets
          and/or the Business which, if pending on the date of this Agreement,
          would individually or in the aggregate have or would reasonably be
          expected to have a Material Adverse Effect or which relate to the
          consummation of the transactions contemplated by this Agreement; or
          (v) any other material adverse effect or any event that would
          materially impair such party's ability to perform its obligations
          under this Agreement. The delivery of any notice pursuant to this
          Section 7.8 shall not cure such breach or non-compliance or limit or
          otherwise affect the remedies available hereunder to the party
          receiving such notice.


                                     - 57 -
<PAGE>


     7.9. FORM S-8. Parent agrees to take all corporate action necessary to
          reserve for issuance a sufficient number of Parent Ordinary Shares for
          delivery upon exercise of options included in the Parent Assumed
          Options and shares included in such Parent Assumed Options. As soon as
          practicable, but in any event not later than 180 days after the
          Closing Date, Parent shall file with the SEC a registration statement
          on Form S-8 (or any other successor or other appropriate form), with
          respect to the Parent Ordinary Shares underlying the Parent Assumed
          Options and shall use best commercial efforts to maintain the
          effectiveness of such registration statement for so long as such
          options remain outstanding. Not later than the filing of the Form S-8
          as specified above, Parent shall cause Parent Ordinary Shares
          underlying Parent Assumed Options to be authorized for listing on the
          national securities exchange on which Parent Ordinary Shares are
          listed.

     7.10. INTERIM FINANCIAL STATEMENTS. Within 5 Business Days from the Closing
          Date, the Company shall provide the Parent with a management report
          (unaudited and not reviewed) financial statement for the period
          between September 30, 2009 and the Closing Date and the related
          consolidated statements of income and cash flows for the period then
          ended.

8.   EXCLUSIVITY.

     8.1. From and after the date of this Agreement until the Closing or
          termination of this Agreement pursuant to Section 12, the Sellers will
          not authorize or permit any of their respective Representatives acting
          on their behalf to, directly or indirectly, (i) solicit, initiate,
          seek, entertain, encourage, facilitate, support or induce the making,
          submission or announcement of any inquiry, expression of interest,
          proposal or offer that constitutes, or would reasonably be expected to
          lead to, an Acquisition Proposal (as hereinafter defined), (ii) enter
          into, participate in, maintain or continue any communications (except
          solely to provide written notice as to the existence of these
          provisions) or negotiations regarding, or deliver or make available to
          any Person any non-public information with respect to, or take any
          other action regarding, any inquiry, expression of interest, proposal
          or offer that constitutes, or would reasonably be expected to lead to,
          an Acquisition Proposal, (iii) agree to, accept, approve, endorse or
          recommend (or publicly propose or announce any intention or desire to
          agree to, accept, approve, endorse or recommend) any Acquisition
          Proposal, (iv) enter into any letter of intent or any other Contract
          contemplating or otherwise relating to any Acquisition Proposal, or
          (v) submit any Acquisition Proposal to the vote of any security
          holders of the Sellers, other than the one pursuant to the Agreement.
          The Sellers will immediately cease and cause to be terminated any and
          all existing activities, discussions or negotiations with any Persons
          conducted prior to or on the date of this Agreement with respect to
          any Acquisition Proposal.


                                     - 58 -
<PAGE>


          "ACQUISITION PROPOSAL" shall mean, with respect to the Sellers, any
          agreement, offer, proposal or bona fide indication of interest (other
          than this Agreement or any other offer, proposal or indication of
          interest by Parent or the Purchasers), or any public announcement of
          intention to enter into any such agreement or of (or intention to
          make) any offer, proposal or bona fide indication of interest, with
          respect to the Business relating to, or involving: (A) any acquisition
          or purchase from the Sellers, or from the stockholders, shareholder or
          members of the Sellers, by any Person or Group (as hereinafter
          defined) of voting securities of the Sellers or any tender offer or
          exchange offer for voting securities of the Sellers or any merger,
          consolidation, business combination or similar transaction involving
          any of the Sellers; (B) any sale, lease, mortgage, pledge, exchange,
          transfer, license (other than in the ordinary course of business),
          acquisition, or disposition of all or substantially all of the assets
          (or any material asset) of any of the Sellers in any single
          transaction or series of related transactions; or (C) any liquidation,
          dissolution, recapitalization or other significant corporate
          reorganization of any of the Sellers, or any extraordinary dividend,
          whether of cash or other property or the sale of any of the Purchased
          Assets.

          "GROUP" shall have the definition ascribed to such term under Section
          13(d) of the Securities Exchange Act of 1934, as amended, and the
          rules and regulations thereunder and related case law.

9.   EMPLOYEES AND EMPLOYEE BENEFITS.

     9.1. Each of the Sellers shall provide such reasonable assistance to the
          Purchasers in the solicitation and hiring of the Continuing Employees,
          as the Purchasers shall reasonably request.

     9.2. Promptly following the date hereof, and subject to Purchasers
          receiving proper evidence that each such Continuing Employee has a
          legal right to work in his or her country of current employment, to
          the extent such Continuing Employee is not a resident of the country
          of current employment, any of the Purchasers shall offer employment,
          effective as of the Closing and thereafter to any such Employee listed
          in SCHEDULE 9.19.2. (each such offer, an "EMPLOYMENT OFFER" and each
          such Employee to which an Employment Offer is made shall be referred
          to herein as the "CONTINUING EMPLOYEE"). Each Employment Offer shall
          be made to each Continuing Employee on terms and conditions that are
          materially the same as a whole as their conditions immediately prior
          to the date thereof. Each Continuing Employee who accepts an
          Employment Offer and who actually becomes employed by any of the
          Purchasers or any of its Subsidiaries in accordance with such offer is
          referred to herein as a "HIRED EMPLOYEE". Each of the Sellers shall
          reasonably cooperate and assist the Purchasers in their efforts to
          secure satisfactory employment arrangements with the Continuing
          Employees; provided however that the Sellers provide no assurance that
          all Continuing Employees will accept their respective Employment
          Offers.


                                     - 59 -
<PAGE>


     9.3. The Sellers (as applicable) shall pay (either to such Hired Employees,
          the Tax authorities, or the applicable funds, as applicable) all
          benefits that such Hired Employees may be eligible to receive under an
          Employment Agreement, the Company Option Plans or applicable Law,
          including, without limitation, all wages, bonuses, commissions, pay
          for other compensated absences and other remuneration (including
          mandatory or discretionary benefits) due to such Hired Employees as of
          the close of business on the Closing Date, including any related
          payroll deductions (such as employee benefit plan contributions and
          employment Taxes which shall be paid when due) with respect thereto,
          regardless of whether such amounts have been accrued on the books of
          the Sellers at the close of business on the Closing Date, but
          excluding such payments which are Assumed Liabilities and the funds
          for which will be transferred to the Purchasers for the benefit of the
          Hired Employees at the Closing as specified below.

     9.4. Prior to the Closing, (i) each of the Sellers shall make all such
          payments, transfers and fully fund all such amounts required to be
          placed with the Plans that would have been required to be transferred
          and paid to all the Hired Employees had the employment of such Hired
          Employees been terminated by the Sellers at the Closing, and (ii) the
          Sellers shall assign and transfer to the Purchasers all its rights in
          all such Plans with respect to the relevant Hired Employees, and such
          Plans shall be deemed Purchased Assets hereunder. The parties shall
          apply for the approval from the Income Tax Authorities (the "ITA")
          regarding the transfer of the provident and pension funds, severance
          payments funds, managers' insurance policies and education funds
          relating to the Hired Employees of the Sellers (together, the "FUNDS")
          from the Seller's and its Subsidiaries' account to the relevant
          account of the Purchasers. At the Closing, the Sellers will transfer
          title to the Funds to relevant account of the Purchasers. The Sellers
          and the Purchasers undertake to make all appropriate filings with the
          ITA and all Funds' policy managers. For the avoidance of doubt, in the
          event that any Hired Employee ceases to be employed by the Purchasers
          after the Closing Date, the Purchasers shall be solely responsible for
          any severance or other payments due to the employee as a result of
          such termination of employment.

     9.5. Immediately prior to the Closing, the Sellers shall redeem accumulated
          and unused vacation days of the Hired Employees, such that all such
          Hired Employees will be transferred to the Purchasers with no more
          than 10 accrued vacation days.

     9.6. With respect to any Hired Employees employed or engaged by Seller USA
          INC, Seller USA LLC or Seller UK Sub, the following shall apply
          notwithstanding the above: all such Hired Employees shall be
          terminated by the applicable Seller with effect as of the Closing, and
          Sellers shall be required to make all payments to such employees in
          connection with their termination (such as severance, redemption of
          vacation days, etc.), The applicable Purchaser shall provide each
          Continuing Employees with an Employment Offer. Each Employment Offer
          shall be made to each Continuing Employee on terms and conditions that
          are materially the same as a whole as their conditions immediately
          prior to the date thereof.


                                     - 60 -
<PAGE>


     9.7. Nothing in the employment or other agreements between any Hired
          Employees and the Sellers shall: (i) as of the Closing, limit or
          restrict such Employee from serving as employees or consultant of the
          Purchasers or any of their Subsidiaries; and (ii) as of the Closing,
          the Hired Employees or any other Continuing Employee subsequently
          employed or engaged by the Purchasers shall be relieved and released
          from the confidentiality and non-compete obligations owed to the
          Sellers to such extent required to perform the obligations and duties
          under their respective employment or engagement agreements with the
          Purchasers.

     9.8. BENEFITS. On and after the Closing Date, Purchasers shall cause each
          Hired Employee to receive full credit for all prior service with the
          Sellers for purposes of determining any benefits to be received by
          such Hired Employee to the extent that service or length of employment
          is an applicable factor for determining benefits under any benefit
          Plan of Purchasers or under applicable Laws. Purchasers agree, to the
          extent practicable, to facilitate a rollover of the account balances
          and related liabilities of the Hired Employees from the tax qualified
          defined contribution plan maintained by the Sellers (as applicable) to
          a tax-qualified defined contribution plan maintained by the
          Purchasers, if any.

     9.9. SELLERS OBLIGATION FOR SEVERANCE PAYMENTS. Purchasers shall not be
          responsible for any severance or other obligation that becomes payable
          to or due to any Employee who are not Hired Employees as a result of a
          termination of his or her employment with any of the Sellers. In the
          event that any Employee terminates his employment with the Sellers at
          any time prior to the Closing, then any severance or other obligation
          that becomes payable to or due to such Employee as a result of a
          termination of his or her employment shall be the sole responsibility
          of the Sellers.

     9.10. As soon as practicable after the Purchasers have offered all the
          Continuing Employees Employment Offers (and with respect to Employees
          which are not Continuing Employees, promptly after the date hereof),
          Parent shall notify the Company in writing of those Employees of the
          Sellers that Purchasers intend not to offer Employment Offers to, and
          shall further, at such time as it deems reasonable, notify the Company
          of any Continuing Employees who have refused to accept the Employment
          Offer and will not be engaged by the Purchasers ("NON-CONTINUING
          EMPLOYEES"). Notwithstanding anything to the contrary in this
          Agreement, it is hereby agreed that the Sellers shall have sole
          discretion whether to terminate such Non-Continuing Employees
          forthwith or at the Closing.

10.  CONDITIONS TO CLOSING

     10.1. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASERS. The obligation of
          Purchasers to consummate the transactions contemplated by this
          Agreement is subject to the fulfillment, on or prior to the Closing
          Date, of each and every of the following conditions:


                                     - 61 -
<PAGE>


          10.1.1. the representations and warranties of each of the Sellers set
               forth in Section 5 of this Agreement shall be true and correct
               (a) in all material respects as of the date of this Agreement and
               (b) as of the Closing as though made at and as of the Closing,
               except for such failures to be true and correct as would not have
               individually or in the aggregate a Material Adverse Effect;
               except in any case, to the extent such representations and
               warranties expressly relate to an earlier date (in which case
               such representations and warranties shall be true and correct on
               and as of such earlier date);

          10.1.2. the Sellers shall have performed and complied in all material
               respects with all obligations and agreements required in this
               Agreement to be performed or complied with by them on or prior to
               the Closing Date;

          10.1.3. the Seller Israel Sub shall have sold, assigned, transferred,
               conveyed or delivered those Purchased Contracts listed on
               Schedule 2.3A (together with all related Assumed Liabilities) to
               the Company under such terms and conditions agreed upon by the
               parties such that such Purchased Contracts and Assumed
               Liabilities are acquired at the Closing from the Company
               (disregarding any third party consents for assignment required
               but not received by the Closing);

          10.1.4. the Sellers shall have entered into and provided the Parent
               with a copy of an absolute, complete and final release and
               settlement agreement in the form acceptable to the Parent from
               any and all actions and/or claims relating to the legal action
               described in SCHEDULE 10.1.4.

          10.1.5. each of the Persons that is entitled to receive any of the
               Stock Consideration shall have waived any rights with respect to
               previous options to purchase shares of the Company, as part of
               his or her execution of agreement to the assignment and transfer
               of employment to the Purchasers.

          10.1.6. (i) there shall be no Legal Proceedings against the Sellers or
               Purchasers either temporarily or permanently restraining or
               prohibiting the consummation of the transactions contemplated
               hereby, and (ii) there shall not be in effect any Order by or any
               objection from a Governmental Body of competent jurisdiction
               restraining, enjoining or otherwise prohibiting or objecting to
               the consummation of the transactions contemplated hereby;

          10.1.7. the parties hereto shall have obtained the Consents, approval,
               order or authorization of, or registration, declaration or filing
               with, any Governmental Body or Third Party, listed in SCHEDULE
               10.1.7, required to be obtained or made in connection with the
               execution and delivery of this Agreement or the performance of
               the transactions contemplated herein; all in a form reasonably
               satisfactory to Purchasers, and any waiting periods, including
               with respect to filing requirements with the Committee on Foreign
               Investment in the United States ("CFIUS") shall have expired;


                                     - 62 -
<PAGE>


          10.1.8. at least 70% of the Continuing Employees (counting the Key
               Employees as Continuing Employees as well for such purpose) shall
               have consented to becoming Hired Employees;

          10.1.9. there shall not have occurred a Material Adverse Effect (which
               for the avoidance of doubt, shall disregard and not take into
               consideration any consents required under any Purchased Contract
               which were not obtained prior to the Closing, and the
               non-assignment of such permits used for the Business which
               permits are non-assignable, and the effects thereof);

          10.1.10. the Purchasers shall have received all closing deliverables
               as set forth in SECTION 4.2.1 in form and substance reasonably
               acceptable to the Purchasers, provided that in the event of a
               contradiction between the provisions of Section 4.2.1 and this
               Section 10.1, the provisions of this Section 10.1 shall prevail;

          10.1.11. none of the Key Employees, except for one, has provided a
               notice of revocation, cancellation or termination, of his/her
               respective undertaking and consent to the assignment of his or
               her employment to the Purchasers, and the Sellers are not aware
               of the intention of any such Key Employees to so revoke or cancel
               or terminate his respective Key Employee Undertaking; and

          10.1.12. The Company shall have provided the Parent with its unaudited
               but reviewed consolidated balance sheet as of September 30, 2009
               and the related consolidated statements of income and cash flows
               for the nine months then ended, in accordance with GAAP applied
               on a consistent basis throughout the periods involved.

     10.2. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLERS. The obligation of
          the Sellers to consummate the transactions contemplated by this
          Agreement is subject to the fulfillment, prior to or on the Closing
          Date, of each of the following conditions:

          10.2.1. The representations and warranties of the Purchasers set forth
               in Section 6 of this Agreement shall be true and correct in all
               material respects as of the date of this Agreement and as of the
               Closing as though made at and as of the Closing, except to the
               extent such representations and warranties expressly relate to an
               earlier date (in which case such representations and warranties
               shall be true and correct on and as of such earlier date);

          10.2.2. Purchasers shall have performed and complied in all material
               respects with all obligations and agreements required by this
               Agreement to be performed or complied with by the Purchasers on
               or prior to the Closing Date;

          10.2.3. (i) there shall be no Legal Proceedings against the Sellers or
               any of the Purchasers either temporarily or permanently
               restraining or prohibiting the consummation of the transactions
               contemplated hereby, and (ii) there shall not be in effect any
               Order by or any objection from a Governmental Body of competent
               jurisdiction restraining, enjoining or otherwise prohibiting or
               objecting to the consummation of the transactions contemplated
               hereby; and


                                     - 63 -
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          10.2.4. The Company shall have received all closing deliverables as
               set forth in SECTION 4.2.2 in form and substance acceptable to
               the Company.

          10.2.5. The Purchasers have paid the Closing Date Purchase Price in
               accordance with the provisions of Section 3.2 above.

          10.2.6. The Parent shall have assumed all of the Assumed Options in
               accordance with Section 3.6.3 and the provisions of the
               applicable Law.

          10.2.7. The Parent shall have provided the Company with the Allocation
               Statement, and the difference between the value attributed to
               Seller Israel Sub in the Allocation Statement is less than three
               (3) times the value attributed to the Seller Israel Sub in the
               Initial Allocation, provided however, that if the difference
               between the value attributed to Seller Israel Sub in the
               Allocation Statement is more than three (3) times the value
               attributed to the Seller Israel Sub in the Initial Allocation,
               then (a) if such difference is a result of incorrect information
               provided by the Company, this condition shall be deemed to have
               been met, and (b) if such difference is not a result of incorrect
               information provided by the Company, the Parent shall compensate
               the Sellers for any direct Israeli Tax Damages suffered by the
               Sellers due directly to the difference in such valuation (from 3
               times to the actual valuation) and which are in excess of any
               accumulated losses of Seller Israel Sub, in which case the
               condition set forth in this Section 10.2.7 shall be deemed to
               have been met.

11.  INDEMNIFICATION.

     11.1. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
          warranties of the parties contained in Sections 5 and 6 of this
          Agreement shall survive the Closing through and including 18 months
          following the Closing Date, other than claims for fraud, (the
          "SURVIVAL PERIOD"); provided, however, that any obligations to
          indemnify and hold harmless shall not terminate with respect to any
          Damages as to which the Person to be indemnified shall have given
          notice (stating in reasonable detail the basis of the claim for
          indemnification) to the indemnifying party in accordance with Section
          11.5 before the termination of the Survival Period.

     11.2. INDEMNIFICATION BY EACH OF THE SELLERS.

          Subject to the procedures and limitations set forth in Section 11.1,
          11.3 and 11.5-11.8, the Company and the Seller Israeli Sub on behalf
          of all Sellers and in connection with their entire Liability under
          this Agreement, shall jointly and severally, indemnify, defend and
          hold harmless the Parent and the Purchasers and their Affiliates and
          their respective employees, directors and officers (collectively, the
          "PARENT GROUP") from and against, and pay or reimburse, as the case
          may be, the Parent Group for, any and all Damages paid, incurred,
          accrued or sustained by the Parent or any other member of the Parent
          Group based upon, arising out of or otherwise in any way relating to
          or in respect of:


                                     - 64 -
<PAGE>


          11.2.1. any breach of any representation or warranty made by the
               Sellers in any Transaction Document on the date of this Agreement
               or on the Closing Date;

          11.2.2. any breach or violation of any covenant or agreement by the
               Sellers contained in any Transaction Document;

          11.2.3. any and all Damages based on, arising under or resulting from
               any Excluded Asset or any Excluded Liability (other than as set
               forth in Section 11.2.4 below); or

          11.2.4. any and all Taxes, including withholding taxes, that may be
               imposed as a result of the transactions contemplated hereunder,
               either on the Sellers or any of their stockholders, including if
               such Taxes are actually imposed on the Purchasers following the
               transaction (and only in connection with the transaction), upon
               the transfer of Transferred Intellectual Property (and Purchased
               Intellectual Property Licenses) from Purchaser SUB2 to the
               Parent.

     11.3. INDEMNIFICATION FROM ESCROW PROCEDURES.

          11.3.1. Subject to the following requirements, the Escrow Fund shall
               be in existence immediately following the Closing Date and shall
               terminate at 5:00 p.m., Israel local time, on the date that is 18
               months following the Closing Date (the "RELEASE DATE" and the
               "ESCROW PERIOD", respectively). For the avoidance of doubt, the
               Escrow Fund shall be the sole and exclusive remedy for any claim
               made pursuant to Sections 11.2.1 or 11.2.2 or 11.2.4 other than
               claims for fraud.

          11.3.2. Prior to the Release Date, any claims of the Parent Group
               pursuant to the indemnification obligations of the Company
               pursuant to Section 11.2 shall be made in accordance with the
               following procedures until such time as the amount in the Escrow
               Fund is less than the aggregate unresolved Indemnity Claim
               Amounts (including any Indemnity Claim Amounts resolved in favor
               of Parent but not distributed which time the Parent Group may
               bring claims against the Sellers as provided in Section 11.5).
               The procedures set forth in this Section 11.3 will govern any
               right of the Parent Group for indemnification including under
               Section 11.5.

          11.3.3. If any member of the Parent Group determines in good faith
               that it is entitled to indemnification for Damages from the
               Sellers pursuant to Section 11.2, Parent shall give to the Seller
               Israel Sub (or its designee, whose identity was provided to the
               Parent and Escrow Agent in writing) and the Escrow Agent a
               written notice with respect thereto (a "NOTICE OF CLAIM") setting
               forth in reasonable detail the basis for such claim, and
               specifying the amount of Damages claimed (which, if not finally
               determined, may be a good faith estimate thereof) (the amount of
               Damages so claimed being hereinafter referred to as the
               "INDEMNITY CLAIM AMOUNT").


                                     - 65 -
<PAGE>


          11.3.4. The Seller Israel Sub may, within 30 days after delivery of
               any Notice of Claim, object to such Notice of Claim and dispute
               any Indemnity Claim Amount set forth in such Notice of Claim by
               delivery to the Escrow Agent, with a copy to Parent, of written
               notice of such dispute (a "DISPUTE NOTICE"), setting forth in
               reasonable detail the basis for such dispute and the amount of
               the Indemnity Claim Amount which the Seller Israel Sub objects to
               being claimed by Parent in respect of the Notice of Claim.

          11.3.5. If the Escrow Agent does not receive a Dispute Notice that
               relates to a Notice of Claim within 30 days after Parent delivers
               such Notice of Claim, the Escrow Agent will pay an amount from
               the Escrow Fund equal to such Damages specified in such Notice of
               Claim within three Business Days after the expiration of such 30
               -day period. If the Escrow Agent receives a Dispute Notice that
               relates to a Notice of Claim within such 30 -day period, the
               Escrow Agent (A) will be authorized in respect of such Notice of
               Claim only to pay Parent out of the Escrow Fund in an amount
               equal to the portion, if any, of the Indemnity Claim Amount
               specified in such Notice of Claim which is not objected to in
               such Dispute Notice within three Business Days after the receipt
               of such Dispute Notice, and (B) subject to Section 11.3.6 below
               will not be authorized to disburse Escrow Fund in respect of such
               portion of the Indemnity Claim Amount which is objected to in
               such Dispute Notice unless it has received either a joint notice
               of release signed by Parent and the Seller Israel Sub directing
               the Escrow Agent to deliver out of the Escrow Fund an amount
               equal to all or any portion of such funds and setting forth
               instructions as to payment, which joint notice Parent and the
               Seller Israel Sub agree to deliver to the Escrow Agent promptly
               following resolution of such Notice of Claim, or a final order by
               a court of competent jurisdiction, which order is not subject to
               appeal (a "FINAL ORDER"), directing the Escrow Agent to disburse
               to Parent and/or the Sellers, as the case may be, such amount out
               of the Escrow Fund as set forth in such Final Order.

          11.3.6. Notwithstanding the receipt of one or more Dispute Notices,
               the Escrow Agent will be authorized to disburse out of the Escrow
               Fund to Parent such amounts specified in one or more Notices of
               Claim for which no Dispute Notices have been timely received by
               it regardless of whether such disbursal would reduce the value of
               the Escrow Fund to an amount less than the amount subject to
               Dispute Notices which have been timely received by the Escrow
               Agent. It is being clarified that in such case the amounts
               remaining in the Escrow Fund following such disbursement shall
               serve as the sole and exclusive remedy in respect of claims made
               pursuant to Section 11.2.1 or 11.2.2 or 11.2.4, regardless of
               such amounts being less than the Indemnity Claim Amounts, other
               than claims for fraud.


                                     - 66 -
<PAGE>


          11.3.7. Upon completion of the later of (i) 18 month period following
               the Closing Date, or (ii) the date which no Notice of Claim which
               was delivered to the Company and the Escrow Agent during the 18
               month period following the Closing Date is outstanding; any
               remaining funds in the Escrow Fund which are not subject to an
               outstanding Notices of Claim and Dispute Notices shall be
               immediately released first, to the Seller Israel Sub up to the
               Base Purchase Price that would have been payable to Seller Israel
               Sub at Closing in the absence of the Escrow Fund, and thereafter,
               pro-rata among the Sellers. It is clarified that any amounts
               remaining in the Escrow Fund in respect Notices of Claim and
               Dispute Notices which are outstanding on a date that is 18 months
               following the Closing Date shall serve only to satisfy the
               resolutions of the such respective outstanding Notices of Claim
               and Dispute Notices and no Notices of Claim may be delivered
               following the Escrow Period, excluding with respect to claims for
               fraud or claims for indemnification under Section 11.2.3.

     11.4. INDEMNIFICATION BY PURCHASER.

          Purchasers shall, jointly and severally, indemnify, defend and hold
          harmless the Sellers and their Affiliates and their respective
          employees, directors and officers (collectively, the "SELLERS GROUP")
          from and against, and pay or reimburse, as the case may be, the
          Sellers Group for, any and all Damages paid, incurred, accrued or
          sustained by the Sellers Group directly or indirectly based upon,
          arising out of or otherwise in any way relating to or in respect of:

          11.4.1. any breach of any representation or warranty made by the
               Purchasers in any Transaction Document on the date of this
               Agreement or on the Closing Date; or

          11.4.2. any breach or violation of any covenant or agreement by the
               Purchasers that should have been performed at or prior to the
               Closing as contained in any Transaction Document.

          11.4.3. any and all Damages based on, arising under or resulting from
               any Purchased Asset or any Assumed Liability or for failure to
               pay to Sellers in full the purchase price for the Purchased
               Assets in accordance with this Agreement; provided that such
               indemnification shall not derogate from the right of the Buyer
               Group to seek indemnification from the Sellers in connection with
               such Purchased Asset or Assumed Liability in the event of a
               breach of representation or warranty or covenant by Sellers in
               that regard, subject to and in accordance with Section 11.2.

          The indemnification obligations of the Purchasers under Sections
          11.4.1 and 11.4.2 shall terminate 18 months after the Closing Date,
          provided, however, that any obligations to indemnify and hold harmless
          shall not terminate with respect to any Damages as to which the Person
          to be indemnified shall have given notice (stating in reasonable
          detail the basis of the claim for indemnification) to the indemnifying
          party in accordance with Section 11.5 before the termination of such
          18-month period.


                                     - 67 -
<PAGE>


     11.5. PROCEDURES FOR INDEMNIFICATION.

          11.5.1. If a claim or demand is made against any member of the Sellers
               Group or the Parent Group (each an "INDEMNITEE"), or an
               Indemnitee shall otherwise learn of an assertion, by any Person
               who is not a party to this Agreement (and who is not an Affiliate
               of a party to this Agreement) (a "THIRD PARTY CLAIM") as to which
               a party (the "INDEMNIFYING PARTY") may be obligated to provide
               indemnification pursuant to this Agreement, such Indemnitee will
               notify the Indemnifying Party in writing, and in reasonable
               detail, of the Third Party Claim reasonably promptly after
               becoming aware of such Third Party Claim; PROVIDED, HOWEVER, that
               failure to give any such notification will not affect the
               indemnification provided hereunder except to the extent the
               Indemnifying Party shall have been actually and materially
               prejudiced as a result of such failure. It is hereby clarified
               that in case the Third Party Claim is based on Sections 11.2.1 or
               11.2.2 or 11.2.4, 11.4.1 or 11.4.2, then the obligations set
               forth in this Section 11.5 shall apply to the Indemnifying Party
               solely in case such Third Party Claim is initiated during a
               period of 18 months following the Closing Date and the notice of
               such Third Party Claim is provided by the Indemnitee to the
               Indemnifying Party (and to the Escrow Agent, if applicable),
               other than claims for fraud.

          11.5.2. If a Third Party Claim is made against an Indemnitee, and the
               Indemnifying Party agrees in writing to indemnify the Indemnitee
               therefor, the Indemnifying Party will be entitled to assume the
               defense thereof (at the expense of the Indemnifying Party) with
               counsel selected by the Indemnifying Party and reasonably
               satisfactory to the Indemnitee. Should the Indemnifying Party so
               elects to assume the defense of a Third Party Claim, the
               Indemnifying Party will not be liable to the Indemnitee for any
               legal or other expenses subsequently incurred by the Indemnitee
               in connection with the defense thereof as long as the
               Indemnifying Party diligently conducts such defense; PROVIDED
               that, if (i) in opinion of a legal counsel of the Indemnitee a
               conflict of interest exists in respect of such claim or (ii) any
               Indemnifying Party fails to provide reasonable assurance to the
               Indemnitee (upon request of the Indemnitee) of such Indemnifying
               Party's financial capacity to defend such Third Party Claim and
               provide indemnification with respect thereto, such Indemnitee
               will have the right to employ separate counsel to represent such
               Indemnitee and in that event the reasonable fees and expenses of
               such separate counsel will be paid by such Indemnifying Party;
               provided that the Indemnifying Party shall not be required to
               bear the fees and expenses of more than one counsel to all
               Indemnitees. If the Indemnifying Party assumes the defense of any
               such Third Party Claim, the Indemnitee will have the right to
               participate in the defense thereof and to employ counsel, at its
               own expense, separate from the counsel employed by the
               Indemnifying Party. The Indemnifying Party will be liable for the
               reasonable fees and expenses of counsel employed by the
               Indemnitee for any period during which the Indemnifying Party has
               failed to assume the defense thereof or if it does not expressly
               elect to assume the defense thereof (including the agreement by
               each Indemnifying Party to indemnify the Indemnitee as
               aforesaid). If the Indemnifying Party assumes the defense of any
               such Third Party Claim, the Indemnifying Party will promptly
               supply to the Indemnitee copies of all correspondence and
               documents relating to or in connection with such Third Party
               Claim and keep the Indemnitee fully informed of all developments
               relating to or in connection with such Third Party Claim
               (including, without limitation, providing to the Indemnitee
               reasonable updates and summaries as to the status thereof). If
               the Indemnifying Party chooses to defend a Third Party Claim, the
               Indemnitee will fully cooperate with the Indemnifying Party in
               the defense thereof if requested by the Indemnifying Party (such
               cooperation to be at the expense, including reasonable legal fees
               and expenses, of the Indemnifying Party).


                                     - 68 -
<PAGE>


          11.5.3. No Indemnifying Party will consent to any settlement,
               compromise or discharge (including the consent to entry of any
               judgment) of any Third Party Claim without the Indemnitee's prior
               written consent, which will not be unreasonably withheld;
               PROVIDED, that if the Indemnifying Party agrees to indemnify the
               Indemnitee for a Third Party Claim, the Indemnitee will agree to
               any settlement, compromise or discharge of such Third Party Claim
               which unconditionally and irrevocably releases the Indemnitee
               (pursuant to a release which is reasonably satisfactory to the
               Indemnitee) completely from all Liability in connection with such
               Third Party Claim; PROVIDED, HOWEVER, that the Indemnitee may
               refuse to agree to any such settlement, compromise or discharge
               that provides for injunctive or other non-monetary relief
               adversely affecting the Indemnitee. If an Indemnifying Party
               agrees to indemnify the Indemnitee for a Third Party Claim, the
               Indemnitee will not (unless required by law) admit any liability
               with respect to, or settle, compromise or discharge, such Third
               Party Claim without the Indemnifying Party's prior written
               consent (which consent will not be unreasonably withheld).

          11.5.4. Notwithstanding anything to the contrary in Sections 11.5.1 to
               11.5.3 above, if a claim is made by any Tax authority which, if
               successful, is likely to result in an indemnity payment to any
               member of the Parent Group pursuant to Section 11.2.4, Parent
               shall notify the Company of such claim (a "TAX CLAIM"), stating
               the nature and basis of such claim and the amount thereof, to the
               extent known. Failure to give such notice shall not relieve the
               Company from any liability which it may have on account of this
               indemnification, except to the extent that the Company is
               actually materially prejudiced thereby. The Company shall have
               the right, at its option, to participate in, but not control, the
               defense of such Tax Claim and to employ counsel of its choice, at
               its own cost and expense. The Sellers and Purchasers shall fully
               cooperate with each other in contesting any such Tax Claim, which
               cooperation shall include the retention and, upon the request of
               the respective party, the provision of records and information
               which are reasonably relevant to such Tax Claim and making
               representatives thereof available on a mutually convenient basis
               to provide additional information or explanation of any material
               provided hereunder. The Purchasers shall deliver at least ten
               (10) Business Days prior to the due date (taking into account any
               extension) for the filing of any Tax Returns, Tax exemption
               requests or similar filings to be made by the Purchasers in
               connection with the transactions contemplated hereunder, to the
               Company for review and comment and shall consider such comments
               in good faith. The Purchasers will promptly supply to the Company
               copies of all correspondence and documents relating to or in
               connection with such Tax Claim or any such Tax Returns, Tax
               exemption requests or similar filings, and keep the Company fully
               informed of all developments relating to or in connection
               therewith (including, without limitation, providing to the
               Company reasonable updates and summaries as to the status
               thereof).


                                     - 69 -
<PAGE>


          11.5.5. Any claim on account of Damages which does not involve a Third
               Party Claim shall be asserted by written notice given by the
               Indemnitee to the Indemnifying Party from whom such
               indemnification is sought. The failure by any Indemnitee so to
               notify the Indemnifying Party will not relieve the Indemnifying
               Party from any liability which it may have to such Indemnitee
               under this Agreement, except to the extent that the Indemnifying
               Party is reasonably expected to be prejudiced as a result of such
               failure. Any notice pursuant to this Section 11.5 will contain a
               statement, in prominent and conspicuous type, that if the
               Indemnifying Party does not dispute its liability to the
               Indemnitee with respect to the claim made in such notice by
               notice to the Indemnitee prior to the expiration of a
               30-calendar-day period following the Indemnifying Party's receipt
               of notice of such claim, the claim will be conclusively deemed a
               liability of the Indemnifying Party. If the Indemnifying Party
               does not notify the Indemnitee prior to the expiration of a
               30-calendar-day period following its receipt of such notice that
               the Indemnifying Party disputes its liability to the Indemnitee
               under this Agreement, such claim specified by the Indemnitee in
               such notice will be conclusively deemed a liability of the
               Indemnifying Party under this Agreement and the Indemnifying
               Party shall pay (with respect to the Sellers Group out of the
               Escrow Fund; except with respect to claims raising out of
               circumstances specified in Section 11.2.3 above or claims for
               fraud, which can be made from the Escrow Fund or otherwise) the
               amount of Damages subject to such claim to the Indemnitee on
               demand or, in the case of any notice in which the amount of the
               Damages subject to such claim (or any portion thereof) is
               estimated, on such later date when the amount of such claim (or
               such portion thereof) becomes finally determined. If the
               Indemnifying Party has timely disputed its liability with respect
               to such Damages subject to such claim, as provided above, the
               Indemnifying Party and the Indemnitee will proceed in good faith
               to negotiate a resolution of such dispute and, if not resolved
               through negotiations by the 30th day after notice of such claim
               was given to the Indemnifying Party, the Indemnifying Party and
               the Indemnitee will be free to pursue such remedies as may be
               available under this Agreement or applicable Law.


                                     - 70 -
<PAGE>


          11.5.6. Notwithstanding anything to the contrary in this Section 11.5,
               any indemnification to be paid by to the Parent Group by Sellers
               shall be made out of the Escrow Fund up to the funds then
               existing in the Escrow Fund (with respect to claims related to
               Sections 11.2.1 and 11.2.2 and 11.2.4) and in accordance with the
               procedures specified in Section 11.3.1 through 11.3.7 and the
               limitations set forth in Section 11.6, provided nothing herein
               shall limit the indemnification rights of the Parent Group for
               indemnification under Section 11.2.3 or claims for fraud.

     11.6. LIMITATIONS ON INDEMNIFICATION FOR BREACHES OF REPRESENTATIONS AND
          WARRANTIES.

          11.6.1. An indemnifying party shall not have any Liability under
               Section 11.2 (excluding under Section 11.2.3), Section 11.3,
               Section 11.4 (excluding under Section 11.4.3) or Section 11.5
               hereof unless the aggregate amount of Damages claimed by the
               Indemnitee is in the excess of $150,000 in the aggregate (the
               "BASKET") and, in such event, the indemnifying party shall be
               required to pay the entire amount of such Damages from the first
               dollar.

          11.6.2. Notwithstanding anything to the contrary in this Agreement,
               except in the event of fraud and any Damages resulting from any
               breach of post Closing covenants set forth in Section 7.6 or
               indemnification under Section 11.2.3 or under Section 11.4.3, the
               maximum aggregate Liability or indemnification for Damages
               arising under Sections 11.2, 11.3, 11.4 or 11.5 hereof shall be
               limited to the Escrow Fund (and in respect to indemnification to
               be paid to the Parent Group by Sellers, to an aggregate amount
               equal to initial amount of the Escrow Fund). Except with respect
               to equitable (e.g., non monetary and non-rescission) relief for
               post-closing covenants, and any Damages related to Excluded
               Assets or Excluded Liabilities or Damages under 11.4.3, the
               remedies set forth in Section 11 are intended and shall be
               construed so as to be the sole and exclusive remedy after the
               Closing which any member of the Parent Group may have arising out
               of or related to this Agreement or the transactions contemplated
               herein, including under any theory of Law, including tort. No
               loss, Liability, damage or deficiency shall constitute Damages to
               any party to the extent of any insurance proceeds actually
               received by such party with respect to such loss, Liability,
               damage or deficiency (after deducting reasonable costs and
               expenses incurred in connection with recovery of such proceeds).
               No investigation made by or on behalf of any party hereto or its
               Affiliates or the knowledge of any such party's (or its
               Affiliates') officers, directors, stockholders, managers,
               members, partners, employees or agents shall effect any
               indemnification rights under this Section 11.


                                     - 71 -
<PAGE>


          11.6.3. Notwithstanding anything to the contrary in this Agreement, no
               indemnified party will be entitled to any recovery under this
               Agreement or in connection therewith for its consequential,
               incidental or indirect damages, including loss of profits or loss
               of opportunities (excluding any such damages awarded by a court
               to a Third Party as part of a Third Party Claim, which shall be
               deemed direct damages for all intents and purposes hereunder).

          11.6.4. The parties shall use all commercially reasonable efforts and
               shall consult and cooperate with each other with a view towards
               mitigating any Damages that may give rise to claims for
               indemnification under this Section 11.

     11.7. The Sellers shall not take any actions to liquidate or wind-up, and
          will not distribute to any of its shareholders, stockholders or
          members (as applicable) of the consideration received hereunder unless
          and until each such shareholder, stockholder or member (as applicable)
          (to the extent it is not a Seller hereunder) receiving such
          consideration has provided to Parent a written undertaking in the form
          attached hereto as SCHEDULE 11.7, agreeing to be bound by all the
          indemnification provisions under this Section 11 as they relate to
          indemnification obligations relating to or arising from fraud, solely
          with respect to and up to the amount of the consideration received by
          such stockholder, shareholder, member or Person and in proportion to
          the amount of consideration received by other stockholders,
          shareholders or members (i.e., severally and not jointly), and solely
          in case that the funds and assets held by the Sellers are not
          sufficient to cover the indemnification obligations of the Sellers set
          forth in this Section 11, in which case each such stockholder,
          shareholder or member shall be deemed the "Seller" for all intents and
          purposes solely under this SECTION 11, and except that [the Company]
          (or a third party or parties designated by it in writing) shall always
          act as the sole and exclusive binding representative and attorney in
          fact on behalf of all recipients with respect to all matters relating
          to this Agreement, including with respect to the Escrow Fund and the
          Escrow Agreement. All decisions and actions by the Company (or such
          third party designee(s)) shall be binding upon all the stockholders,
          shareholder or members of the Sellers, and no such Person shall have
          the right to object, dissent, protest or otherwise contest the same.


                                     - 72 -
<PAGE>


     11.8. TAX TREATMENT OF INDEMNITY PAYMENTS. Company and Purchasers agree to
          treat any indemnity payment made pursuant to this SECTION 11 as an
          adjustment to the Base Purchase Price for all Tax purposes to the
          extent allowable under applicable Law. If, notwithstanding the
          treatment required by the preceding sentence, any indemnification
          payment received by the Purchasers or Company is determined to be
          taxable by any Taxing Authority, then subject to SECTION 11, the
          Company (which amount shall not exceed in any event the remaining
          funds in the Escrow Fund to the extent the claim is based on Sections
          11.2.1 or 11.2.2 or 11.2.4 and will not exceed in the aggregate an
          amount equal to initial amount of the Escrow Fund to the extent the
          claim is based on Sections 11.4.1 or 11.4.2 but not on fraud) or
          Purchasers, as the case may be, shall also indemnify the Purchasers or
          Seller, as the case may be, for any Taxes incurred by reason of the
          receipt of such payment and any Expenses incurred by the Purchasers or
          Seller, as the case may be, in connection with such Taxes (or any
          asserted deficiency, claim, demand, action, suit, proceeding, judgment
          or assessment, including the defense or settlement thereof, relating
          to such Taxes).

12.  TERMINATION OF AGREEMENT.

     12.1. This Agreement may be terminated prior to the Closing as follows:

          12.1.1. Subject to the provisions set forth in Schedule 12.1.1., at
               the election of Company or Parent, on or after January 5, 2010,
               if the Closing shall not have occurred by the close of business
               on such date, provided that the terminating party is not in
               material default of any of its obligations hereunder that has
               caused any of the conditions set forth in SECTION 10 not to have
               occurred; notwithstanding the foregoing, the failure of a party
               to obtain a Third Party Consent shall not be considered as
               material default of such party.

          12.1.2. by mutual written consent of Company and the Parent;

          12.1.3. by Company or Parent if there shall be in effect a final
               nonappealable Order of a Governmental Body of competent
               jurisdiction restraining, enjoining or otherwise prohibiting the
               consummation of the transactions contemplated hereby or a
               material portion thereof;

          12.1.4. by any of the Purchasers if it is not in material breach of
               its obligations under this Agreement and if there shall have been
               a material breach by Company of any representation, warranty,
               covenant or agreement of any of the Sellers set forth in this
               Agreement, which breach would give rise to a failure of a
               condition set forth in SECTIONS 10.1.1 or 10.1.2 and is incapable
               of being cured or, if capable of being cured, shall not have been
               cured within 15 days following receipt by Company of notice of
               such breach from Purchasers; notwithstanding the foregoing, the
               failure of a Seller to obtain a Third Party Consent shall not be
               considered as material default of such party; or

          12.1.5. by Company if it is not in material breach of its obligations
               under this Agreement and if there shall have been a material
               breach by any of the Purchasers of any representation, warranty,
               covenant or agreement of Purchasers set forth in this Agreement,
               which breach would give rise to a failure of a condition set
               forth in SECTIONS 10.2.1 or 10.2.2 and is incapable of being
               cured or, if capable of being cured, shall not have been cured
               within 15 days following receipt by the applicable Purchaser of
               notice of such breach from Company.


                                     - 73 -
<PAGE>


     12.2. PROCEDURE UPON TERMINATION. In the event of termination and
          abandonment by Purchasers or Seller, or both, pursuant to SECTION 12
          hereof, written notice thereof shall forthwith be given to the other
          party or parties, and this Agreement shall terminate, except for
          SECTIONS 12.3, 13.3 and 13.5 of this Agreement, which shall remain in
          full force and effect. In such event the Mutual Non Disclosure
          Agreement between Company and Parent, dated November 24, 2008, which
          shall continue to be in full force and effect for additional five
          years and shall apply to all parties hereto and shall apply to the
          Transaction Documents including their content, existence and
          negotiations between the parties in connection therewith.

     12.3. EFFECT OF TERMINATION. In the event that this Agreement is validly
          terminated as provided herein, then each of the parties shall be
          relieved of their duties and obligations arising under this Agreement
          after the date of such termination and such termination shall be
          without liability to the terminating party; provided, however, that
          nothing in this SECTION 12.3 shall relieve Purchasers or Sellers of
          any direct liability for a willful and material breach of this
          Agreement prior to the effective date of such termination. It is
          hereby clarified that no party shall be liable for any consequential,
          incidental or indirect damages, including loss of profits or loss of
          opportunities of the other party.

13.  MISCELLANEOUS.

     13.1. EXPENSES. Except as otherwise provided in this Agreement, each of the
          Sellers and of the Purchasers shall bear its own expenses incurred in
          connection with the negotiation and execution of this Agreement and
          each other agreement, document and instrument contemplated by this
          Agreement and the consummation of the transactions contemplated hereby
          and thereby.

     13.2. SPECIFIC PERFORMANCE. The parties acknowledge and agree that the
          breach of this Agreement would cause irreparable damage to the parties
          and that the parties will not have an adequate remedy at law.
          Therefore, the obligations of the parties under this Agreement,
          including Sellers' obligation to sell the Purchased Assets to
          Purchasers and Assumed Liabilities and Purchasers' obligation to pay
          the Base Purchase Price (as may be adjusted), shall be enforceable by
          a decree of specific performance issued by any court of competent
          jurisdiction, and appropriate injunctive relief may be applied for and
          granted in connection therewith. Such remedy shall, however, be
          cumulative and not exclusive and shall be in addition to any other
          remedies which any party may have under this Agreement.


                                     - 74 -
<PAGE>


     13.3. GOVERNING LAW; CONSENT TO JURISDICTION. This Agreement shall be
          governed by, and construed in accordance with, the laws of the State
          of Israel. Each of the parties to this Agreement hereby irrevocably
          and unconditionally submits, for itself and its assets and properties,
          to the exclusive jurisdiction of the competent courts in the district
          of Tel-Aviv, in any action or proceeding arising out of or relating to
          this Agreement, the agreements delivered in connection with this
          Agreement, or the transactions contemplated hereby or thereby, or for
          recognition or enforcement of any judgment relating thereto, and each
          of the parties to this Agreement hereby irrevocably and
          unconditionally (i) agrees not to commence any such action or
          proceeding except in such courts; (ii) agrees that any claim in
          respect of any such action or proceeding may be heard and determined
          in such Tel Aviv court or; (iii) waives, to the fullest extent it may
          legally and effectively do so, any objection which it may now or
          hereafter have to the laying of venue of any such action or proceeding
          in any such Tel Aviv court and (iv) waives, to the fullest extent
          permitted by Law, the defense of an inconvenient forum to the
          maintenance of such action or proceeding in any such Tel Aviv court.
          Each of the parties to this Agreement hereby agrees that a final
          judgment in any such action or proceeding shall be conclusive and may
          be enforced in other jurisdictions by suit on the judgment or in any
          other manner provided by Law. Each of the parties to this Agreement
          hereby irrevocably consents to service of process in the manner
          provided for notices in SECTION 13.5. Nothing in this Agreement shall
          affect the right of any party to this Agreement to serve process in
          any other manner permitted by applicable Law.

     13.4. ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS. This Agreement (including
          the schedules and exhibits hereto and all other Transaction Documents)
          represents the entire understanding and agreement between the parties
          hereto with respect to the subject matter hereof and can be amended,
          supplemented or changed, and any provision hereof can be waived, only
          by written instrument making specific reference to this Agreement
          signed by the party against whom enforcement of any such amendment,
          supplement, modification or waiver is sought. No action taken pursuant
          to this Agreement, including without limitation, any investigation by
          or on behalf of any party, shall be deemed to constitute a waiver by
          the party taking such action of compliance with any representation,
          warranty, covenant or agreement contained herein. The waiver by any
          party hereto of a breach of any provision of this Agreement shall not
          operate or be construed as a further or continuing waiver of such
          breach or as a waiver of any other or subsequent breach. No failure on
          the part of any party to exercise, and no delay in exercising, any
          right, power or remedy hereunder shall operate as a waiver thereof,
          nor shall any single or partial exercise of such right, power or
          remedy by such party preclude any other or further exercise thereof or
          the exercise of any other right, power or remedy.

     13.5. NOTICES. All notices and other communications under this Agreement
          shall be in writing shall be given or made by delivery in person (and
          shall be deemed to have been duly given upon such delivery), by
          overnight courier service (and shall be deemed to have been duly given
          two days after delivery to the courier service), by facsimile (and
          shall be deemed to have been duly given after transmission in full
          with electronic confirmation of transmission if delivered during
          recipient's business hours, or on the next Business Day if delivered
          after recipient's business hours), or by registered or certified mail
          (postage prepaid, return receipt requested) (and shall be deemed to
          have been duly given five days after delivery to the mail service) to
          the respective parties at the following addresses (or to such other
          address or facsimile number as a party may have specified by notice
          given to the other party pursuant to this provision):


                                     - 75 -
<PAGE>


                    If to Sellers:

                    [_______________]

                    [_______________]

                    [_______________]

                    With a copy to:

                    Zysman, Aharoni, Gayer & Ady Kaplan & Co.
                    41-45 Rothschild Blvd.,
                    Tel Aviv 65784, Israel
                    Facsimile:  972-3-795-5550
                    Attn:  Eran Ben Dor, Adv.

                    If to Purchasers or Parent, to:

                    Nice Systems Ltd.
                    8 Hapnina Street, P.O.Box 690
                    Ra'anana 43197
                    Tel: +972-9-7753777
                    Fax: +972-9-9-7437446
                    Attn.: Yechiam Cohen, General Counsel

                    With a copy to:

                    Meitar, Liquornik, Geva & Leshem, Brandwein & Co.
                    16 Abba Hillel Street
                    Ramat Gan 52506, Israel
                    Facsimile:  972-3-610-3656
                    Attn:  Asaf Harel, Adv.

     13.6. SEVERABILITY. If any term or other provision of this Agreement is
          invalid, illegal, or incapable of being enforced by any law or public
          policy, all other terms or provisions of this Agreement shall
          nevertheless remain in full force and effect so long as the economic
          or legal substance of the transactions contemplated hereby is not
          affected in any manner materially adverse to any party. Upon such
          determination that any term or other provision is invalid, illegal, or
          incapable of being enforced, the parties hereto shall negotiate in
          good faith to modify this Agreement so as to effect the original
          intent of the parties as closely as possible in an acceptable manner
          in order that the transactions contemplated hereby are consummated as
          originally contemplated to the greatest extent possible.


                                     - 76 -
<PAGE>


     13.7. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and
          inure to the benefit of the parties and their respective successors
          and permitted assigns. Nothing in this Agreement shall create or be
          deemed to create any third party beneficiary rights in any person or
          entity not a party to this Agreement except as provided below. No
          assignment of this Agreement or of any rights or obligations hereunder
          may be made by either Sellers or Purchasers (by operation of law or
          otherwise) without the prior written consent of the other party hereto
          and any attempted assignment without the required consents shall be
          void; PROVIDED, HOWEVER, that Purchasers may assign this Agreement and
          any or all rights or obligations hereunder (including, without
          limitation, Purchasers' rights to purchase the Purchased Assets and
          assume the Assumed Liabilities and Purchasers' rights to seek
          indemnification hereunder) to any Affiliate thereof and any of the
          other Purchasers; provided that Purchasers shall remain liable for all
          of its obligations hereunder. Upon any such permitted assignment, the
          references in this Agreement to Purchasers shall also apply to any
          such assignee unless the context otherwise requires.

     13.8. OTHER REMEDIES. Subject to the provisions of Section 11 above, any
          and all remedies herein expressly conferred upon a party will be
          deemed cumulative with and not exclusive of any other remedy conferred
          hereby, or by law or equity upon such party, and the exercise by a
          party of any one remedy will not preclude the exercise of any other
          remedy

     13.9. COUNTERPARTS. This Agreement may be executed in one or more
          counterparts, each of which will be deemed to be an original copy of
          this Agreement and all of which, when taken together, will be deemed
          to constitute one and the same agreement.

     13.10. NO IMPLIED REPRESENTATION. The parties hereto acknowledge that,
          except as expressly provided in Sections 5 and 6 (including any
          schedule attached thereto) above or as otherwise explicitly provided
          herein or in any other Transaction Document, none of the parties is
          making any representations or warranties of any kind, express or
          implied, and no party has relied or is relying on any such other
          representations or warranties. The parties further agree and
          acknowledge that neither party nor any representative thereof, shall
          be entitled to rely on, present as evidence, or otherwise disclose to
          any party (including in any Legal Proceeding) any previous drafts of
          this Agreement.

                     [Rest of page intentionally left blank]


                                     - 77 -
<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement
to be executed by their respective officers thereunto duly authorized, as of the
date first written above.


NICE SYSTEMS LTD.                                    NICE CTI SYSTEMS UK LIMITED


By:/s/ Zeev Bregman  /s/ Eran Liron                  By: /s/ Zeev Bregman
-----------------------------------                  --------------------
Name:  Zeev Bregman      Eran Liron                  Name:  Zeev Bregman
Title: CEO               VP Business Development     Title: Director


NICE SYSTEMS, INC.


By: /s/ Zeev Bregman
--------------------
Name:  Zeev Bregman
Title: Director


                                     - 78 -
<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement
to be executed by their respective officers thereunto duly authorized, as of the
date first written above.


ORSUS SOLUTIONS LIMITED                ORSUS SOLUTIONS USA, INC.



By: /s/ Avishai Silvershatz            By: /s/ Avishai Silvershatz
---------------------------            ---------------------------
Name:  Avishai Silvershatz             Name:  Orsus Solutions Limited
Title: Director                        Title: Sole stockholder
                                       Authorized signatory: Avishai Silvershatz

ORSUS SOLUTIONS (ISRAEL) 99 LTD.       ORSUS SOLUTIONS UK LIMITED


By: /s/ Avishai Silvershatz            By: /s/ Avishai Silvershatz
---------------------------            ---------------------------
Name:  Orsus Solutions Limited         Name:  Orsus Solutions Limited
Title: Sole shareholder                Title: Sole shareholder
Authorized signatory: Avishai          Authorized signatory: Avishai
Silvershatz                            Silvershatz

ORSUS USA, LLC


By: /s/ Avishai Silvershatz
---------------------------
Name:  Orsus Solutions Limited
Title: Sole members
Authorized signatory: Avishai Silvershatz


                                     - 79 -