FORM
      OF SHARE CERTIFICATE

     

    

     

    
      	
              Number
                

            	
              Shares

            
	
              VLOR

            	
              CUSIP
                [l]

            
	 	
              See
                Reverse for Certain
                Definitions

            


    

     

    Valor
      Computerized Systems Ltd.

     

    INCORPORATED
      UNDER THE LAWS OF THE STATE OF ISRAEL

     

    THIS
      CERTIFIES that

     

    _____________________________

     

    is
      the
      Registered Holder of

     

    FULLY
      PAID AND NON-ASSESSABLE ORDINARY

    SHARES
      OF NIS 0.1 PAR VALUE EACH

     

    of
      Valor
      Computerized Systems Ltd. transferable on the books of the Company by the holder
      hereof in person or by duly authorized attorney only upon surrender of this
      Certificate properly endorsed or with an appropriate instrument of transfer.
      This Certificate and the shares represented hereby are issued and shall be
      held
      subject to all the provisions of the Memorandum of Association and Articles
      of
      Association of the Company and amendments thereto, to all of which the holder
      by
      the acceptance hereof assents. This Certificate is not valid unless
      countersigned and registered by the Transfer Agent and Registrar.

     

    IN
      WITNESS WHEREOF, the Company has caused this Certificate to be issued under
      the
      facsimile seal of the Company.

     

    Dated:____________

     

    Valor
      Computerized Systems Ltd.

    Corporate
      Seal       ISRAEL

     

    Chairman      Chief
      Executive Officer

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    The
      following abbreviations, when used in the inscription on the face of this
      Certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations:

    


    
      	TEN
              COM-    as
              tenants in common	 UNIF GIFT MIN
              ACT _____ Custodian _____
	TEN
              ENT -     as
              tenants by the entireties	     (Cust)           (Minor)
	JT
              TEN -  as joint
              tenants with right	
                  under
                Uniform Gifts to Minors

            


    

    
      	         
                of
              survivorship and not as	
                  Act
                ____________________

            
	        
   tenants
              in
              common	
                                (State)

            
	 	 	 	 


    

     

    Additional
      abbreviations may also be used though not in the above list.

    


    FOR
      VALUE
      RECEIVED, ________________________ HEREBY SELLS, ASSIGNS AND TRANSFERS
      UNTO

    


    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

    


    ______________________________________________________________________________

    


    ______________________________________________________________________________

    PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
      ASSIGNEE

    ______________________________________________________________________________

    


    ______________________________________________________________________________

    


    _____________________________________________________________________
      SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND SO HEREBY IRREVOCABLY
      CONSTITUTES AND APPOINTS
      _______________________________________________________________________              

    


    ______________________________________________________________________________

    


    ______________________________________________________________________________

    ATTORNEY
      TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN-NAMED CORPORATION AND
      FULL POWER OF SUBSTITUTION IN THE PREMISES.

    


    DATED
      ____________________

    


    _____________________________________
      ___________________________________________________

    NOTICE:
      THE SIGNATURE TO THIS 

    ASSIGNMENT
      MUST CORRESPOND

    WITH
      THE
      NAME AS WRITTEN UPON 

    THE
      FACE
      OF THE CERTIFICATE, IN

    EVERY
      PARTICULAR, WITHOUT

    ALTERATION
      OR ENLARGEMENT, OR

    ANY
      CHANGE, WHATSOEVER.

    


    Signature(s)
      Guaranteed:

    


    


    _____________________________________                    

    THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY

    AN
      ELIGIBLE GUARANTOR INSTITUTION

    (BANKS,
      STOCKBROKERS, SAVINGS AND LOAN

    ASSOCIATIONS
      AND CREDIT UNIONS WITH

    MEMBERSHIP
      IN AN APPROVED SIGNATURE

    GUARANTEE
      MEDALLION PROGRAM), PURSUANT

    TO
      S.E.C.
      RULE 17 Ad-15.