20-F









Exhibit 4.4  



SHARE EXCHANGE
AGREEMENT 



        THIS
SHARE EXCHANGE AGREEMENT (“Agreement”), dated as November 5, 2007, by and
among I.I.S Intelligent Information Systems Ltd., an Israeli company
(“IIS”), Witech Communications Ltd., an Israeli company
(“Witech”) and the shareholders of Witech listed on Schedule
1.1 hereto (the “Witech Shareholders”). 



W I T N E S S E T H: 



        WHEREAS,
IIS and the Witech Shareholders intend to effect an exchange of Shares of Witech for
shares of IIS in accordance with Section 103K of the Israeli Income Tax Ordinance [New
Version] (the “Exchange”) in accordance with this Agreement pursuant to
which all the issued and outstanding shares of Witech will be exchanged for shares of IIS
to be issued to the Witech Shareholders and Witech will become a wholly-owned subsidiary
of IIS; 



        WHEREAS,
the respective boards of directors of IIS, and Witech deem the Exchange desirable and in
the best interests of their respective corporations and their respective stockholders, and
have proposed, declared advisable, and approved the Exchange pursuant to this Agreement; 



        WHEREAS,
in order to induce each party to enter into this Agreement and to consummate the Exchange,
the Witech Shareholders are delivering certain undertakings to IIS and IIS is delivering
certain undertakings to Witech and the Witech Shareholders; 



        NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and agreements
herein contained, and in order to set forth the terms and conditions of the Exchange, the
mode of carrying the same into effect, the manner and basis of converting the rights of
the current holders of the presently issued outstanding ordinary shares, par value NIS 0.1
per share (the “Witech Shares”), of Witech into the right to receive the
Exchange Shares (as defined herein), and such other details and provisions as are deemed
necessary or proper, the parties hereto agree as follows: 



ARTICLE I 



EXCHANGE 



         1.1.       The Exchange. Subject to and in accordance with the terms and conditions
          of this Agreement, at the Closing (as hereinafter defined) (a) the Witech
          Shareholders shall severally and not jointly transfer, assign and deliver to
          IIS, all of the Witech Shares (each of the Witech Shareholders shall transfer
          its/his respective number of Witech Shares as specified in Schedule 1.1 hereto) free and clear of any mortgage, pledge, lien, charge,
          security interest, option, right of first refusal, preferential purchase right,
          defect, encumbrance or other right or, interest of any other person
          (collectively, “Encumbrances”) and (b) IIS shall issue and
          deliver to the Witech Shareholders (or the trustee on their behalf) Ordinary
          Shares NIS 0.003 nominal value each of IIS (the “Exchange
          Shares”) in such number set out next to each Witech Shareholders name
          in Exhibit A hereto. No fractional shares shall be issued and all numbers
          will be rounded up or down to the nearest whole number; provided that, the
          number of Exchange Shares shall not exceed 11,576,539. Immediately after the
          Closing, the Exchange Shares shall constitute fifty percent (50%) of the issued
          and outstanding share capital of IIS (less any shares due to IIS by virtue of
          loan agreements between IIS and Witech). All of the Exchange Shares will be
          deemed “restricted stock” as that term is defined in the regulations
          of the Securities and Exchange Commission, promulgated under the Securities Act
          of 1933, as amended, and IIS undertakes to file a registration statement with
          respect to such Exchange Shares in accordance with Section 7.1 hereof. 



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         1.2.       Closing Date. The closing of the transactions contemplated by this
          Agreement (the “Closing”) shall take place at the offices of
          Amit, Pollak, Matalon, Law Offices in Tel-Aviv Israel, on a date to be
          designated by IIS and Witech (the “Closing Date”), which shall
          be no later than the second business day after the satisfaction or waiver of the
          conditions set forth in Article V, which in any event shall be no later
          than December 31, 2007 unless agreed in writing by IIS, Witech and the
          Shareholders Representative (as defined in Section 5.1.9 below). 



         1.3.       Material Adverse Effect. “Material Adverse Effect” or
          “Material Adverse Change” means any effect, change, event,
          circumstance or condition which when considered with all other effects, changes,
          events, circumstances or conditions could reasonably be expected to materially
          adversely affect the business, results of operations or financial condition of
          IIS or Witech, in each case including its respective subsidiaries together with
          it taken as a whole, as the case may be. In no event shall any of the following
          constitute a Material Adverse Effect or a Material Adverse Change: (i) a
          change in the trading prices of either of IIS equity securities between the date
          hereof and the Closing Date, in and of itself; (ii) any effects, changes,
          events, circumstances or conditions resulting from any change in law or
          generally accepted accounting principles, which affect generally entities such
          as IIS and Witech; or (ii) any effect resulting from compliance by IIS or
          Witech with the terms of this Agreement. 



         1.4.       Witech’s Transfer Books Closed. Upon the Closing Date, the share
          transfer books of Witech shall be deemed closed, and no transfer of any
          certificates theretofore representing the Witech Shares shall thereafter be made
          or consummated; and no further transfer of any such Witech Shares shall be made
          on such share transfer books after the Closing Date. 



         1.5.       Further Action. Witech and each of the Witech Shareholders shall
          take all such reasonable and lawful action as may be necessary or appropriate in
          order to effectuate the Exchange as promptly as possible. If, at any time after
          the Closing Date, any further action is determined by IIS to be necessary or
          desirable to carry out the purposes of this Agreement or to vest IIS with full
          right, title and possession of and to all rights to the Witech Shares the
          officers and directors of IIS shall be fully authorized (in the name of the
          Witech Shareholders) to take such action. 



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         1.6.       Treatment of Stock Options. On or prior to the Closing Date, each of the
          then outstanding options, warrants and other rights to purchase Witech Shares or
          other non-cash compensation to the Witech Shareholders or the employees of
          Witech, (as defined herein) (collectively, the “Witech
          Options”)(which includes all outstanding options granted under
          Witech’s stock option plans (the “Witech Option Plans”)
          and Witech’s stock option agreements (the “Witech Option
          Agreements”)) will be terminated immediately prior to the Closing Date
          without any liability or obligation on the part of Witech or IIS. 



    1.7.       Limitation
of Assumed Liabilities. At the date of the Closing           and except as agreed in
writing by IIS, the aggregate total liabilities (of any           kind or nature
whatsoever) of Witech (on a consolidated basis) to any of the           Shareholders or
any of their affiliates and to any financial institutions, or           other lenders or
any third party, on a consolidated basis (including interest           calculated up to
the scheduled repayment date) shall not exceed $ $2,357,813 as           set out in Schedule
1.7 hereto. It is agreed that out of           the abovementioned,
liabilities in the aggregate amount of approximately           $660,571 will only be paid
after the Company has raised at least $6,000,000 in           equity or convertible debt
financing following the date of this Agreement. At           Closing, all shareholders
and all holders of any other rights to shares of           Witech will sign a customary
waiver and release in favor of Witech and IIS,           except with respect to the
liabilities set out in Schedule           1.7 (the “Witech
Shareholder Waiver”) hereto,           which shall be liabilities only of Witech
except as specifically assumed by IIS           pursuant to Schedule 1.7 above.  



ARTICLE II 



REPRESENTATIONS AND
WARRANTIES 

OF WITECH AND CERTAIN
WITECH SHAREHOLDERS 



        Witech
and Charles Moss, David Elooz, Eliyahu Cohen, Ronen Segal and Dan Ben Dror represent and
warrant to IIS, as follows: 



        Reference
to any one matter in the Witech Disclosure Schedule (as defined below) is deemed
sufficient for any other reference in such Witech Disclosure Schedule. 



         2.1.       Organization and Standing. Witech is a company duly organized and validly
          existing under the laws of the State of Israel, has all requisite power and
          authority to carry on its business as it is currently conducted and to own and
          operate the properties currently owned and operated by it, and is duly qualified
          or licensed to do business and is in good standing as a foreign corporation
          authorized to do business in all jurisdictions in which the character of the
          properties owned or the nature of the business conducted by it would make such
          qualification or licensing necessary, except where the failure to be so
          qualified or licensed could not reasonably be expected to have a Material
          Adverse Effect on Witech. Witech has delivered to IIS accurate and complete
          copies of its memorandum of association and articles of association and other
          charter documents, including all amendments thereto. 



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         2.2.       Agreement Authorized and its Effect on Other Obligations. 



		    2.2.1        Authorization
and Enforceability. Witech has all requisite power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and, subject to the receipt
of all requisite Witech Third Party Consents (as hereinafter defined), to consummate the
transactions contemplated hereby and thereby. The execution and delivery by Witech of
this Agreement and the performance by Witech of its obligations hereunder have been duly
and validly authorized by all necessary corporate action on the part of Witech. This
Agreement has been duly executed and delivered by Witech and (assuming due authorization,
execution and delivery hereof by the other parties hereto) constitutes a legal, valid and
binding obligation of Witech, enforceable (subject to normal equity principles) against
Witech in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the
rights of creditors generally.  







		    2.2.2.        Approvals.
No consent, approval, order or authorization of, or                registration,
declaration or filing with, any court, administrative agency or                commission
or other governmental authority or instrumentality                (“Governmental
 Entity”) or any third party, is required by or                with respect to
Witech or any of its subsidiaries in connection with the                execution and
delivery of this Agreement or the consummation of the transactions
               contemplated hereby, except the approval of Mizrahi Tfahot Bank (the
               “Bank Approval”).  







		    2.2.3.        No
Violation. Assuming the receipt of all consents, approvals, orders or
               authorizations of, and the registration, declaration or filing with, any
               Governmental Entity or other third party contemplated by Section 2.2.2,
neither                the execution and delivery of this Agreement nor the consummation
of the                transactions contemplated hereby will (i) conflict with or result
in a violation                or breach of any term or provision of, nor constitute a
default under, the                Articles of Association of Witech; (ii) contravene,
conflict with or                result in a violation or breach of, or result in a
default under, any                obligations, indenture, mortgage, deed of trust, lease,
contract or other                agreement to which Witech or any of its subsidiaries is
a party or, by which any                of them or their properties are bound, (iii)
contravene, conflict with or result                in a violation of, or give any
Governmental Entity or other Person the right to                challenge the Exchange or
to exercise any remedy or obtain any relief under, any                legal requirement
or any order, writ, injunction, judgment or decree to which                Witech, or any
of the assets owned or used by Witech, is subject, (iv)                contravene,
conflict with or result in a violation of any of the terms or                requirements
of, or give any Governmental Entity the right to revoke, withdraw,
               suspend, cancel, terminate, modify or exercise any right or remedy or
require                any refund or recapture with respect to, any Grant (as hereinafter
defined)                given by any Governmental Entity (or any benefit provided or
available                thereunder) or other permit, license, consent, authorization,
grant, benefit,                right that is held by Witech or, that otherwise relates to
the business or                assets of Witech, (v) result in the imposition, creation
or crystallization of                any Encumbrance (as hereinafter defined) upon or
with respect to any asset owned                or used by Witech, or (vi) with the
passage of time or the giving of notice,                have any of the effects set forth
in clauses (i) through (v) of this Section; in                each case (other than
clause (i) hereof) other than such violations, breaches or                defaults as
could not reasonably be expected to have a Material Adverse Effect                on
Witech. Section 2.2 of the Witech Disclosure
               Schedule lists all holders of any material indebtedness of
               Witech, the lessors of any material property leased by Witech and the
other                parties to any material agreements to which Witech is a party in
each case whose                consent to the Exchange is required (“Witech Third
Party Consents”).  







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         2.3.       
          Capitalization. The authorized share capital of Witech consists of NIS
          50,000 divided into 500,000 ordinary shares, par value NIS 0.1 per share, of
          which as of the date hereof 40.473 shares are issued and outstanding, and no
          Witech Options are issued and outstanding as of the date hereof. All of such
          outstanding shares are validly issued, fully paid and non-assessable, and were
          not issued in violation of any preemptive rights of any shareholder.
          Section 2.3 of the Witech Disclosure Schedule delivered by
          Witech to IIS dated the date hereof (the “Witech Disclosure
          Schedule”) sets forth a complete list as of the date of this Agreement
          of all outstanding options, warrants or obligations of any kind to issue any
          shares of Witech, the owners thereof and the amounts owed. Other than as set
          forth in Section 2.3 of the Witech Disclosure Schedule,
          Witech has no outstanding options, warrants or obligations of any kind to issue
          any of its shares. Except as set forth in Section 2.3 of the Witech
          Disclosure Schedule: (i) none of the outstanding Witech Shares,
          or Witech Options and no holder of any Witech Shares, or Witech Options is
          entitled or subject to any preemptive right, right of participation, right of
          maintenance or similar right; (ii) none of the outstanding Witech Shares, or
          Witech Options and no holder of Witech Shares, or Witech Options is subject to
          any right of first refusal; and (iii) there are no contracts, undertakings or
          agreements relating to the voting or registration of, or restricting any Person
          from purchasing, selling, pledging or otherwise disposing of (or granting any
          option or similar right with respect to), any Witech Shares, or Witech Options
          or Witech Loans. Other than the Witech Loans, Witech is not under any
          obligation, or bound by any contract pursuant to which it may become obligated,
          to repurchase, redeem or otherwise acquire any Witech Shares, Witech Options or
          Witech Loans. The treatment of the Witech Options in accordance with Section 1.7
          of this Agreement will not violate or conflict with the terms of the Witech
          Option Plans, Witech Option Agreements, or the applicable warrant agreements
          governing the terms of the Witech Loans or to Witech’s knowledge, any other
          agreement or plan governing the terms of the Witech Options or the Witech Loans. 



         2.4.       
          Subsidiaries. Except for CDRide, Inc. a Delaware Corporation (the
          “Subsidiary”) the Company has no other direct or indirect
          subsidiary corporations and no interest in any partnership or other legal
          entity. All outstanding shares of capital stock of the Subsidiary are owned by
          Witech, are validly issued, fully paid, and non-assessable, and Witech has good
          and valid title thereto free and clear of any Encumbrances. The Subsidiary is a
          corporation duly organized, validly existing, and in good standing under the
          laws of Delaware and has full requisite corporate power and authority to own its
          property and carry on its business as presently conducted by it and is duly
          qualified or licensed to do business and is in good standing as a foreign
          corporation authorized to do business in all jurisdictions in which the
          character of the properties owned or the nature of the business conducted makes
          such qualification or licensing necessary, except where the failure to be so
          qualified or licensed could not reasonably be expected to have a Material
          Adverse Effect on Witech. As used in this Article II, the term
          “Witech” also includes the Subsidiary, except where the context
          indicates to the contrary. 



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         2.5.       
          Financial Statements. Witech has previously furnished to IIS true and
          complete copies of its consolidated audited financial statements for the years
          ended December 31, 2004, December 31, 2005 and December 31, 2006 and unaudited
          internal consolidated financial statements for the period ended September 30,
          2007 (collectively, the “Financial Statements”). The Financial
          Statements were prepared in accordance with the published regulations of the
          Commission and in accordance with United States generally accepted accounting
          principles (“GAAP”) applied on a consistent basis during the periods
          involved and fairly present, or will present, the consolidated financial
          position for Witech and its subsidiaries as of the dates thereof and the
          consolidated results of their operations and changes in financial position for
          the periods then ended (except with respect to interim period financial
          statements, for normal year end adjustments which are, individually or in the
          aggregate, not material in amount). 



         2.6.       
          Liabilities. Witech does not have any liabilities or obligations, either
          accrued, absolute, contingent, or otherwise, or have any knowledge of any
          potential liabilities or obligations, which could reasonably be expected to have
          a Material Adverse Effect on Witech, other than those (i) disclosed in the
          Financial Statements, or (ii) set forth in Section 2.6 of the
          Witech Disclosure Schedule. 



         2.7.       
          Additional Witech Information. Set forth in Section 2.7 of the
          Witech Disclosure Schedule are true, complete and correct lists
          of the following items, and Witech agrees that upon the request of IIS, it will
          furnish to IIS true, complete and correct copies of any documents referred to in
          such lists: 



		    2.7.1.        Employee
Compensation Plans. All bonus, incentive compensation, stock                option,
deferred compensation, profit-sharing, retirement, pension, welfare,
               severance pay, supplemental income, group insurance, death benefit, or
other                fringe benefit plans, arrangements or trust agreements covering
active, former                or retired employees of Witech (collectively, “Witech
Plans”),                together with copies of the related summary plan
descriptions, if any, the most                recent reports, if any, with respect to
such plans, arrangements, or trust                agreements filed with any governmental
agency and all Internal Revenue Service                determination letters that have
been received with respect to such plans;  







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		    2.7.2.        Compensation.
The names and salary rates of all present directors,                officers and
employees of Witech together with any bonuses and other                compensation paid
or payable to such persons and, to the extent existing on the                date of this
Agreement, all arrangements with respect to any bonuses to be paid                to them
from and after the date of this Agreement (including compensation                payable
pursuant to bonus, deferred compensation or commission arrangements or                in
connection with any manager’s insurance, education fund and health
               fund), and such employee’s employer, date of employment and position;  







		    2.7.3.        Employee
Agreements. Any collective bargaining agreements of Witech with                any
labor union or other representative of employees, including amendments,
               supplements, and understandings, and all employment and consulting
agreements of                Witech in effect on the date hereof;  







		    2.7.4.        Guaranties.
All third party indebtedness, liabilities and commitments of                others as to
which Witech is a guarantor, endorser, co-maker, surety, or                accommodation
maker, or is contingently liable therefor (excluding liabilities                as an
endorser of checks and the like in the ordinary course of business) and
               all letters of credit, whether stand-by or documentary, issued by any
third                party; and  







         2.8.       
          No Undisclosed Contracts or Defaults. Except as set forth on
          Schedule 2.8 (Contracts) to the Witech Disclosure Schedule,
          Witech is not a party to, or bound by, any material contract or arrangement of
          any kind to be performed after the Closing Date, nor is Witech in default in any
          material obligation or covenant on its part to be performed under any material
          obligation, lease, contract, order, plan or other arrangement. 



         2.9.       
          Absence of Certain Changes and Events. Except as set forth in the
          Financial Statements or in Section 2.9 of the Witech Disclosure
          Schedule, since December 31, 2006, there has not been: 



		    2.9.1.        Financial
Change. On or prior to the date hereof, any adverse change in                the
financial condition, operations, assets, liabilities or business of Witech
               which could reasonably be expected to have a Material Adverse Effect on
Witech;  







		    2.9.2.        Property
Damage. Any damage, destruction, or loss to the business or                properties
of Witech (whether or not covered by insurance) that could reasonably                be
expected to have a Material Adverse Effect on Witech;  







		    2.9.3.        Dividends.
Any declaration, setting aside, or payment of any dividend or                other
distribution in respect of the Witech Shares, or any direct or indirect
               redemption, purchase or any other acquisition by Witech of any such stock;  







		    2.9.4.        Labor
Disputes. Any labor dispute (other than routine grievances);  







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		    2.9.5.        Employment
Arrangements. Any increase in compensation, bonus, deferred
               compensation, stock options or other consideration of any employee or
director                other than in the ordinary course of business consistent with
past practice;  







		    2.9.6.        Securities. Any
sale, issue or grant of (i) any share or other security                (except for Witech
Shares issued upon the valid exercise of outstanding options                in accordance
with the terms of Witech Plans or the Witech Option Agreements),                (ii) any
option, warrant or right to acquire any share or any other security, or
               (iii) any instrument convertible into or exchangeable for any share or
other                security; or  







		    2.9.7.        Amendments
to Charter Documents. Any amendment to the articles of                association or
other charter or organizational documents of Witech; the                consummation of
any Exchange, consolidation, amalgamation, arrangement, share                exchange,
business combination, recapitalization, reclassification of shares,                stock
split, division or subdivision of shares, stock dividend, issuance of
               bonus shares, reverse stock split, consolidation of shares or similar
               transaction involving Witech.  







         2.10.       
          Taxes. 



		    2.10.1.        Tax
Returns Filed; Taxes Paid. Except as set forth in Section 2.10.1 of the
Witech Disclosure                Schedule, (i) all returns,
declarations, claims for refund,                information returns and reports (“Tax
Returns”) of or with                respect to any and all taxes, charges, fees,
levies, assessments, duties or                other amounts payable to any federal,
state, local, foreign or other taxing                authority or agency, including,
without limitation, (x) income, franchise,                profits, gross receipts,
minimum, alternative minimum, estimated, ad valorem,                value added, sales,
use, service, real or personal (tangible and intangible)                property,
environmental, capital stock, leasing, lease, user, license,                registration,
payroll, withholding, disability, employment, social security (or
               similar), workers compensation, unemployment compensation, utility,
severance,                excise, stamp, windfall profits, transfer and gains taxes, (y) customs,
               duties, imposts, charges, levies or other similar assessments of any kind,
and                (z) interest, penalties and additions to tax imposed with respect
thereto                (“Tax” or “Taxes”) which are
required to be                filed on or before the Closing by or with respect to Witech
have been or will be                duly and timely filed, (ii) all items of income,
gain, loss, deduction and                credit or other items required to be included in
each such Tax Return have been                or will be so included and all such
information and any other information                provided in each such Tax Return is
true, correct and complete, (iii) all                Taxes owed by Witech which have
become or will become due have been or will be                timely paid in full, (iv) all
Tax withholding and deposit requirements                imposed on or with respect to
Witech have been or will be satisfied in full in                all respects, (v) no
penalty, interest or other charge is or will become                due with respect to
the late filing of any such Tax Return or late payment of                any such Tax,
and (vi) there are no Encumbrances, other than statutory liens for                Taxes
not yet due, on any of the assets of Witech that arose in connection with
               any failure (or alleged failure) to pay any Tax.  







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		    2.10.2.        Extensions
Disclosed. Except as set forth in Section 2.10.2 of                the Witech
Disclosure Schedule, there is                not in force any extension of
time with respect to the due date for the filing                of any Tax Return of or
with respect to Witech or any waiver or agreement for                any extension of
time for the assessment or payment of any Tax of or with                respect to
Witech.  







		    2.10.3.        Claims
Disclosed. There is no outstanding written claim from any                governmental
taxing authority against Witech for any Taxes, and no assessment,
               deficiency or adjustment has been asserted, proposed or threatened in
writing by                any governmental taxing authority with respect to any Tax
Return of or with                respect to Witech with respect to any period for which
the statute of                limitations on the assessment of tax deficiencies has not
expired other than                those disclosed (and to which are attached true and
complete copies of all audit                or similar reports) in Section 2.10.3
of the Witech Disclosure Schedule. To Witech’s knowledge, no written
claim has ever                been made by a governmental taxing authority in a
jurisdiction where Witech does                not file Tax Returns that it is or may be
subject to taxation in that                jurisdiction.  







		    2.10.4.        Scheduled
Tax Liabilities Sufficient. The total reserve amounts for                liabilities
for current and deferred Taxes in the financial statements referred                to in
Section 2.4 of this Agreement are sufficient to cover in all material
               respects the payment of all Taxes, whether or not assessed or disputed,
which                are or to have been, due by or with respect to Witech up to and
through the                periods covered thereby.  







		    2.10.5.        No
Tax Liens. Except for statutory liens for current Taxes not yet due,
               no material liens for Taxes exist upon the assets of Witech.  







		    2.10.6.        Change
of Accounting Method. Witech will not be required to include any
               amount in income for any taxable period beginning after the Closing Date
as a                result of a change in accounting method for any taxable period ending
on or                before the Closing Date or pursuant to any agreement with any Tax
authority with                respect to any such taxable period.  







		    2.10.7.        Activity
Limitations. Except for the Tax Ruling (as defined in Section 5.2.15),
Witech has not entered into any agreement or arrangement                with any taxing
authority that requires it to take any action or to refrain from                taking
any action.  







		    2.10.8.        Intentionally
Left Blank. 







		    2.10.9.        Intentionally
Left Blank. 







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         2.11.       
          Intellectual Property. 



		    2.11.1.        Ownership.
Section 2.11.1 of the Witech Disclosure                Schedule accurately
identifies all software programs currently                being marketed by Witech and
all software products or programs under development                by Witech but not
currently marketed (collectively, the “Software                Programs”).
Except as set forth on Schedule 2.11.1 to the Witech                Disclosure Schedule,
Witech owns full and                unencumbered right and good and valid title to the
Software Programs listed in                Section 2.11.1 of the Witech Disclosure
Schedule, all patents, trademarks,                service marks, trade names, domain
names and copyrights (including registrations                and applications pertaining
thereto and extensions, continuations, renewals or                divisions of any such
registrations or applications) and all other intellectual                property rights,
trade secrets, processes, formulas, know-how and other                confidential or
proprietary information, processes and formulae used in its                businesses or
otherwise necessary for the conduct of its businesses (the                “Intellectual
Property”), free and clear of all mortgages,                pledges, liens,
security interests, conditional sales agreements, encumbrances                or charges
of any kind. Section 2.11.1 of the Witech Disclosure                Schedule contains
a complete list of all registered trademarks                and service marks, all
reserved trade names, all registered copyrights and all                filed patent
applications and issued patents used in, or otherwise necessary for                the
conduct of, the business of Witech as heretofore conducted.  







		    2.11.2.        Notices.
Section 2.11.2 of the Witech Disclosure                Schedule sets
forth the form and placement of the proprietary                legends and copyright
notices displayed in or on the Software Programs. In no                instance has the
eligibility of the Software Programs for protection under                applicable
copyright law been forfeited to the public domain by omission of any
               required notice or any other action.  







		    2.11.3.        Protection.
Witech has in force the trade secret protection program set                forth in
Section 2.11.3 of the Witech Disclosure Schedule. To Witech’s
               best knowledge, there has been no violation of such program by any person
or                entity. Except with respect to the distribution of source code of the
Software                Programs that can only be distributed in source code (such
Software Programs                being listed by name in Section 2.11.3 of the
Witech Disclosure Schedule) pursuant to license
agreements listed                in Section 2.13.1 of the Witech Disclosure
               Schedule, the source code and related technical system
               documentation for the Software Programs (i) have at all times been
               maintained in strict confidence by Witech, and to Witech’s best
knowledge,                by third parties and (ii) have been disclosed by Witech
only to employees                and contractors who have had a “need to know” the
contents thereof in                connection with the performance of their duties to
Witech and who have executed                written agreements requiring the recipient to
keep the information in strict                confidence.  







- 10 -










		    2.11.4.        Personnel.
All key personnel who now, or have been employees, agents,                consultants and
contractors of Witech and who have contributed to or                participated in the
conception and development of the Software Programs,                technical
documentations, or Intellectual Property on behalf of Witech have                executed
nondisclosure agreements in form provided by Witech to IIS and either                (1) have
been a party to a “work-for-hire” arrangement or                agreements with
Witech in accordance with applicable law that has accorded                Witech full,
exclusive and original ownership of all tangible and intangible                property
thereby arising, or (2) have executed appropriate instruments of
               assignment in favor of Witech as assignee that have conveyed to Witech,
               effective, and exclusive ownership of all tangible and intangible property
               thereby arising.  







		    2.11.5.        Infringement.  







		    2.11.5.1.        No
Infringement. Neither the existence nor the sale, license, lease,
               transfer, use, reproduction, distribution, modification or other
exploitation by                Witech of any Software Program or Intellectual Property,
as such Software                Program or Intellectual Property, as the case may be, is
or was, or is currently                contemplated to be, sold, licensed, leased,
transferred, or used to                Witech’s knowledge: (i) infringes on any
patent, trademark, copyright or                other right of any person, (ii)
constitutes a misuse or misappropriation of any                trade secret, know-how,
process, proprietary information or other right of any                other person, or
(iii) entitles any other person to any interest therein, or                right to
compensation from Witech, its successors or assigns.  







		    2.11.5.2.        Witech
has not received any notice of any lawsuit, claim, demand, proceeding,
               threat or allegation or otherwise has notice of any lawsuit, claim,
demand,                proceeding or investigation involving matters of the type
contemplated by the                immediately preceding sentence or is aware of any
facts or circumstances that                could reasonably be expected to give rise to
any valid lawsuit, claim, demand,                proceeding or investigation. There are
no restrictions on Witech’ ability                to sell, license, lease, transfer,
use, reproduce, distribute, modify or                otherwise exploit any Software
Products or Intellectual Property.  







		    2.11.5.3.        Witech
is not aware of any infringement, misappropriation or other violation of
               any Software Product or Intellectual Property, and no lawsuit, claim,
demand,                proceeding or investigation brought by Witech with respect to the
Software                Programs and Intellectual Property is pending against any third
party.  







		    2.11.6.        Integrity.
No portion of the Software Programs contains or will contain                any “back
door,” “time bomb,” “Trojan horse,”               “worm,” “drop
dead device,” “virus” or other                software routines or
hardware components designed to permit unauthorized access;                to disable or
erase software, hardware, or data; or to perform any other such                actions.  







		    2.11.7.        Contract
Performance. Witech has observed all material provisions of, and
               performed all of its material obligations under, the Licenses (as defined
               below), including, but not limited to, the performance of its product
               maintenance obligations. Witech has not taken any action that could cause,
or to                its knowledge, failed to take any action, the failure of which could
cause,                (i) any material source code, trade secret or other
Intellectual Property                relating to the Software Programs to be released
from an escrow or otherwise                made available to any person or entity other
than those persons described in                Section 2.11.4, dedicated to the
public or otherwise placed in the public                domain or (ii) any other
Material Adverse Effect to the protection of the                Software Programs under
trade secret, copyright, patent or other intellectual                property laws.  







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         2.12.       
          Adequacy of Technical Documentation. The technical documentation of the
          Software Programs (the “Technical Documentation”) includes the
          source code (with comments) for all Software Programs, as well as any pertinent
          comments by or explanation that may be necessary to render such materials
          understandable and usable. The Technical Documentation also includes any
          programs (including compilers), “workbenches,” tools and higher level
          (or “proprietary”) languages necessary for the development,
          maintenance and implementation of the Software Programs. 



         2.13.       
          Software Contracts. 



		    2.13.1.        End-User
Agreements. Section 2.13.1 of the Witech Disclosure
               Schedule  sets forth a complete list of all material
licenses and                sublicenses of the Software Programs in effect on the date
hereof and of all                current customer trial agreements for the Software
Programs granted by Witech to                other parties (the “Licenses”).
All contracts identified in Section 2.13.1 of the Witech Disclosure Schedule constitute
only end-user agreements, each of which grants the end user                thereunder
principally the nonexclusive right and license to use an identified
               Software Program and related user documentation, for internal purposes
only and                only in the form of software object code. Section 2.13.1. sets
forth the general                product licensing and pricing policies of Witech by
categories of Software                Programs. Section 2.13.1 of the Witech
Disclosure                Schedule accurately identifies each customer
which generated 10%                or more of Witech’ revenues during the preceding
four fiscal quarters.  







		    2.13.2.        Marketing
Agreements. Section 2.13.2 of the Witech Disclosure
               Schedule  sets forth a complete list of all contracts,
               agreements, licenses, or other commitments or arrangements in effect to
which                Witech is a direct party as of the date hereof with respect to the
marketing,                remarketing, distribution, licensing or promotion of (i) the
Software                Programs or any other Technical Documentation or the Intellectual
Property by                any independent salesperson, distributor, sublicensor or other
remarketer or                sales organization or (ii) any third party’s
software products by                Witech (collectively the “Marketing Agreements”).
               Witech has observed all material provisions of, and performed all its
material                obligations under, the Marketing Agreements. Section 2.13.2
of the                Witech Disclosure Schedule accurately
               identifies each marketing arrangement which generated 5% or more of Witech’               revenues
during the preceding four fiscal quarters.  







         2.14.       
          Third Party Rights. 



		    2.14.1.        In
General. Other than the Licenses and the Marketing Agreements, to
               Witech’s knowledge, no person other than Witech has any right or
interest                of any kind or nature in or with respect to the Software
Programs, the Technical                Documentation or Intellectual Property.  







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		    2.14.2.        No
Royalties. The sale, license, lease, transfer, use, reproduction,
               distribution, modification or other exploitation by Witech or any of its
               successors or assigns of any version or release of any computer program
included                in the Software Programs does not obligate Witech or its
successors or assigns                to pay any royalty, fee or other compensation to any
other person.  







		    2.14.3.        Third-Party
Components in Software Programs. The Software Programs and                Technical
Documentation contain no programming or materials in which any third                party
may claim superior, joint or common ownership, including any right or
               license. The Software Programs and Technical Documentation do not contain
               derivative works of any programming or materials not owned in their
entirety by                Witech.  







		    2.14.4.        Third-Party
Tools. Witech has a valid license to use each of the material                software
libraries, compilers and other third-party software used in the
               development of the Software Programs.  







    2.15.        Other
Agreements. 



		    2.15.1        Material
Contracts. Except as set forth in Section 2.15. of the Witech Disclosure
 Schedule, Witech does not have any contracts, agreements, leases,
commitments, understandings, instruments or proposed transactions, written or oral,
absolute or contingent, other than: (i) contracts for the purchase of supplies and
services that were entered into in the ordinary course of business and that do not
involve more than $10,000, and do not extend for more than six (6) months beyond the date
hereof; and (ii) contracts terminable at will by the Company on no more than thirty (30)
days notice without cost or liability to the Company and are not material to the conduct
of Witech’s business. Section 2.15 of the Witech Disclosure Schedule also
includes details on all bank accounts of Witech and the Subsidiary, including all
material terms of engagement with such banks, including with respect to loans and lines
of credit.  







		    2.15.2        Validity;
Enforceability Etc. Witech has delivered to IIS, a correct and complete copy of each
written agreement listed in Section 2.15 of the Witech Disclosure Schedule and
a written summary setting forth the terms and conditions of each oral agreement referred
to in the said Section. With respect to all such agreements, assuming due execution,
delivery and performance of such agreements by any third parties: (i) the agreement is
legal, valid, binding, enforceable, and in full force and effect with respect to Witech;
(ii) the agreement will continue to be legal, valid, binding, enforceable, and in full
force and effect on identical terms following the consummation of the transactions
contemplated hereby (and consummation of such transactions, without notice to or consent
or approval of any party, will not constitute a default under or a breach of any
provision of the agreement); (iii) neither Witech nor the Subsidiary is, and to their
knowledge, no other party to any such agreement is, in breach or default of any such
agreement, and no event has occurred which with notice or lapse of time would constitute
a breach or default, or permit termination, modification, or acceleration, under the
agreement (and Witech has not received any notice of a default, offset or counterclaim
under the agreement, or any other communication calling upon Witech or the Subsidiary to
comply with any provision the agreement or ascertaining noncompliance); and (iv) to Witech’s
best knowledge, no party has repudiated any provision of the agreement and neither the
Company nor the Subsidiary has received or given notice of an intention to cancel or
terminate the agreement or to exercise or not exercise options or rights under the
agreement; (v) it is not aware of any security interest of any kind in the agreement.  







- 13 -










    2.16       Title
to Properties. Except for merchandise and other property sold, used or otherwise
disposed of in the ordinary course of business for fair value, Witech has good and valid
title to all its properties and assets, real and personal, reflected in the most recent
balance sheet of Witech included in the Financial Statements, free and clear of any
Encumbrance of any nature whatsoever, except (i) liens and Encumbrances reflected in
the most recent balance sheet of Witech included in the Financial Statements, (ii) liens
for current Taxes not yet due and payable, and (iii) such imperfections of title,
easements and Encumbrances, if any, as are not substantial in character, amount, or
extent and do not and will not materially detract from the value, or interfere with the
present use, of the property subject thereto or affected thereby, or otherwise would have
a Material Adverse Effect on the business operations of Witech. All leases pursuant to
which Witech leases (whether as lessee or lessor) any material real or personal property
are, assuming the due execution and delivery and performance by such lease agreements by
any third parties thereto, in valid and in effect; and there is not, under any such
leases, any existing or prospective default or event of default or event which with
notice or lapse of time, or both, would constitute a default by Witech and in respect to
which Witech has not taken adequate steps to prevent a default from occurring. The
buildings and premises of Witech that are used in its business are in good and sufficient
operating condition and repair for the continued conduct of Witech’s business on a
basis consistent with past practice, subject to ordinary wear and tear. All major items
of equipment of Witech are in good and sufficient operating condition and in a state of
reasonable maintenance and repair for the continued conduct of Witech’s business on
a basis consistent with past practice, ordinary wear and tear excepted, and are free from
any known defects except as may be repaired by routine maintenance and such minor defects
as do not substantially interfere with the continued use thereof in the conduct of normal
operations.  



         2.17.       
          Litigation. There is no suit, action, claim, or legal, administrative,
          arbitration, or other proceeding or governmental investigation pending, or to
          the knowledge of Witech, threatened, against or effecting Witech at law or in
          equity, or before any federal, state, foreign, municipal or other governmental
          department, commission, board, bureau, agency or instrumentality, which would
          involve a liability in excess of $50,000 in the aggregate or could reasonably be
          expected to prevent, interfere with or delay consummation of the transactions
          contemplated hereby. 



         2.18.       
          Environmental Compliance. There are no environmental conditions or
          circumstances, such as the presence or release of any hazardous substance, on
          any real property owned by Witech as a result of the actions of Witech or, to
          its knowledge, of any third party or otherwise, that could reasonably be
          expected to have a Material Adverse Effect on Witech. 



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         2.19.       
          Compliance with Other Laws. Except as set forth in the Financial
          Statements or in Section 2.19 of the Witech Disclosure
          Schedule, Witech is not in violation of or in default with
          respect to, or in alleged violation of or alleged default with respect to, any
          applicable law or any applicable rule, regulation, or any writ or decree of any
          court or any governmental commission, board, bureau, agency, or instrumentality,
          or delinquent with respect to any report required to be filed with any
          governmental commission, board, bureau, agency or instrumentality, except for
          violations which, either singly or in the aggregate, could not reasonably be
          expected to have a Material Adverse Effect on Witech. 



         2.20.       
          Finder’s Fee. Except as set forth in the Financial Statements or in
          Section 2.20 of the Witech Disclosure Schedule, all
          negotiations relative to this Agreement and the transactions contemplated hereby
          have been carried on by Witech and its counsel directly with IIS and its
          counsel, without the intervention of any other person as the result of any act
          of Witech, and so far as is known to Witech, without the intervention of any
          other person in such manner as to give rise to any valid claim against any of
          the parties hereto for a brokerage commission, finder’s fee or any similar
          payments. 



         2.21.       
          Employment Matters. Witech is not a party to any collective bargaining
          contract, collective labor agreement or other contract or arrangement with a
          labor union, trade union or other organization or body involving any of its
          employees, or is otherwise required (under any legal requirement, under any
          contract or otherwise) to provide benefits or working conditions beyond the
          minimum benefits and working conditions required by law to be provided pursuant
          to rules and regulations of the Histadrut (General Federation of Labor), the
          Coordinating Bureau of Economic Organization and the Industrialists’
          Association. Witech has not recognized or received a demand for recognition from
          any collective bargaining representative with respect to any of its employees.
          Except as set forth in Section 2.21 of the Witech Disclosure
          Schedule, Witech does not have and is not subject to, and no
          employee of Witech benefits from, any extension order (tzavei harchava)
          or any contract or arrangement with respect to employment or termination
          thereof. All of the employees of Witech are “at will” employees
          subject to the termination notice provisions included in employment agreements
          or applicable law. Except as set forth in Section 2.21 of the Witech
          Disclosure Schedule, all employees employed by Witech in the
          United States are employed and compensated on an hourly basis. 



		    2.21.1.        Except
for the employment agreements described in Section 2.21.1 of the  Witech
Disclosure Schedule, there is no                contract between Witech
and any of its employees or directors that cannot be                terminated by Witech
upon less than three months’ notice without giving                rise to a claim
for damages or compensation (except for statutory severance                pay).  







		    2.21.2.        Except
as set forth in Section 2.21.2 of the Witech Disclosure                Schedule,
there is no claim or complaint that is pending or, to                the knowledge of
Witech, has been threatened against Witech by any person who is                or has
been an employee or director of Witech. Without limiting the generality                of
the foregoing, there are no unfair labor practice claims or charges that are
               pending, or to the knowledge of Witech, have been threatened against
Witech.  







- 15 -










		    2.21.3.        (i)
there has been no labor strike, slowdown or stoppage pending (or, to the
               best knowledge of Witech, threatened) against or affecting Witech, (ii)
there                has been no dispute between Witech and any group of its employees,
and (iii) no                event has occurred and no circumstance or condition exists
that could reasonably                be expected to give rise to any such labor strike,
slowdown, stoppage or                dispute.  







		    2.21.4.        Witech’s
obligations to provide severance pay to its employees are fully                funded or
have been properly provided for in the Financial Statements in                accordance
with US GAAP. All other liabilities of Witech relating to its                employees
(excluding liabilities for illness pay) were properly accrued in the
               Financial Statements in accordance with US GAAP. Except as set forth in Section
2.21.4 of the Witech Disclosure Schedule, Witech is                not
aware of any circumstance that could give rise to any valid claim by a
               current or former employee of Witech for compensation on termination of
               employment (beyond the statutory severance pay to which employees are
entitled).  







		    2.21.5.        Except
as set forth in Section 2.21.5 of the Witech Disclosure Schedule,                all
amounts that Witech is legally or contractually required either (i) to
               deduct from its employees’ salaries or to transfer to such employees’               pension
or provident, life insurance, incapacity insurance, continuing education
               fund or other similar fund or (ii) to withhold from their employees’               salaries
and pay to any Governmental Entity as required by the Israeli Tax
               Ordinance or the United States Tax Code have, in each case, been duly
deducted,                transferred, withheld and paid, and Witech does not have any
outstanding                obligation to make any such deduction, transfer, withholding
or payment.  







		    2.21.6.        Witech
is in compliance in all material respects with all applicable legal
               requirements and contracts relating to employment, employment practices,
wages,                bonuses and other compensation matters and terms and conditions of
employment.                All obligations of Witech with respect to statutorily required
severance                payments have been fully satisfied or have been funded by
contributions to                appropriate insurance funds.  







		    2.21.7.        Witech
has good labor relations, and Witech has no knowledge of any facts
               indicating that (i) the consummation of the Exchange or any of the other
               transactions contemplated by this Agreement will have a Material Adverse
Effect                on the labor relations of Witech, or (ii) any of the employees of
Witech intends                to terminate his or her employment with Witech.  







- 16 -










		    2.21.8.        (i) Each
Witech Plan has been maintained and administered in material                compliance
with its terms and with the requirements prescribed by any and all
               applicable statutes, orders, rules and regulations, and is, to the extent
               required by applicable law or contract, fully funded without having any
deficit                or unfunded actuarial liability; (ii) all required
contributions under any                such plans have been made and the applicable funds
have been funded in                accordance with the terms thereof and no past service
funding liabilities exist                thereunder; (iii) each Witech Plan that is
required or intended to be                qualified under applicable law or registered or
approved by a governmental                agency or authority has been so qualified,
registered or approved by the                appropriate governmental agency or
authority, and, to the knowledge of Witech,                nothing has occurred since the
date of the last qualification, registration or                approval to materially and
adversely affect, or cause, the appropriate                governmental agency or
authority to revoke such qualification, registration or                approval; (iv) there
are no pending or, to the knowledge of Witech,                anticipated material claims
against or otherwise involving any of the Witech                Plans and no suit, action
or other litigation (excluding claims for benefits                incurred in the
ordinary course of Witech Plan activities) has been brought                against or
with respect to any Witech Plan; (v) all material contributions,
               reserves or premium payments, required to be made as of the date hereof to
the                Witech Plans have been made or provided for; or (vi) Witech has
               substantially performed all obligations, whether arising by law or by
contract,                required to be performed by it in connection with the Witech
Plans. Witech does                not have, and is not required to maintain, any plans
under the United States                Employee Retirement Income Security Act of 1974,
as amended.  







         2.22.       
          Product Warranty. There are no existing liabilities or, to the knowledge
          of Witech, potential liabilities, arising from claims regarding the performance
          or design of the products and services sold by Witech either in the past or at
          present for which adequate reserves have not been established on the most recent
          balance sheet in the Financial Statements that in the aggregate could reasonably
          be expected to have a Material Adverse Effect on Witech. 



         2.23.       
          Information for Proxy Statement and the Combined 20-F. None of the
          information and data (including Financial Statements) concerning Witech and its
          shareholders which will be included in a proxy statement to be sent to the
          shareholders of Witech in connection with the IIS General Meeting to be held to
          obtain the IIS Shareholder Vote in accordance with applicable Israeli law (the
          “Proxy Statement”) and in the Combined 20-F to be filed with
          the United States Securities and Exchange Commission (the “Combined
          20-F”) will, at the time the Proxy Statement is mailed to the
          shareholders of IIS, at the time of the IIS General Meeting, or at the time of
          filing, as applicable, and with respect to Witech and its Shareholders contain
          any untrue statement of a material fact or omit to state any material fact
          required to be stated therein or necessary in order to make the statements
          therein, in the light of the circumstances under which they are made, not
          misleading and the Proxy Statement will comply with applicable Israeli law and
          the Combined 20-F will apply with the disclosure required by the Securities
          Exchange Act of 1934, as amended (the “Exchange Act”). 



         2.24.       
          Intentionally Left Blank. 



- 17 -










         2.25.       
          Customers and Suppliers. Since December 31, 2006 through the date hereof,
          no material licensor, vendor, supplier, licensee or customer of Witech or any of
          its subsidiaries has canceled or otherwise modified (in a manner materially
          adverse to Witech and its subsidiaries taken as a whole) its relationship with
          Witech or its subsidiaries and, to Witech’s knowledge, no such person has
          notified Witech of its intention to do so. Section 2.25 of the Witech
          Disclosure Schedule accurately identifies each customer of Witech
          which accounted for 5% or more of Witech’s revenues during the preceding
          four fiscal quarters. 



         2.26.       
          Relationships with Related Persons. Except as identified in Section
          2.26 of the Witech Disclosure Schedule and except for this
          Agreement and the transactions contemplated hereby, there are no undischarged
          contracts or agreements or other material transactions between Witech or any of
          its subsidiaries, on the one hand, and any director or executive officer of
          Witech or any of their respective Related Persons (as defined below), on the
          other hand, and no director or executive officer of Witech or any of their
          respective Related Persons have any interest in any of the assets of Witech or
          any of its subsidiaries. No executive officer, director of Witech or any of
          their respective Related Persons has any claim, charge, action or cause of
          action against Witech or any of its subsidiaries, except for claims for accrued
          vacation pay, accrued benefits under Witech’s benefit plans, claims for
          compensation, expense reimbursement and similar obligations and similar matters
          and agreements, which have been disclosed in the Witech Disclosure Schedule. For
          purposed hereof, the term “Related Persons” shall mean: (a)
          each other member of such individual’s Family; and (b) any person or entity
          that is directly or indirectly controlled by any one or more members of such
          individual’s Family. For purposes of this definition, the
          “Family” of an individual includes (i) such individual, (ii)
          the individual’s spouse, siblings, or ancestors (iii) any lineal descendent
          of such individual, or their siblings or (iv) a trust for the benefit of any of
          the foregoing. 



         2.27.       
          Restrictions on Business Activities. There is no agreement, judgment,
          injunction, order or decree binding upon Witech or its subsidiaries or, their
          properties (including, without limitation, their Intellectual Property) which
          has or could reasonably be expected to have the effect of prohibiting or
          materially impairing any material acquisition of property by Witech or any of
          its subsidiaries or the conduct of the business by Witech or any of its
          subsidiaries including any exclusive distribution or licensing agreements which
          cannot be terminated on less than 30 days notice without any cost or expense to
          Witech or its subsidiaries. 



         2.28.       
          Grants, Incentives and Subsidies. Section 2.28 of the Witech
          Disclosure Schedule  provides a complete list of all pending and
          outstanding 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,
          granted to Witech, including, without limitation, (i) Approved Enterprise Status
          from the Investment Center and (ii) grants from the Office of the Chief
          Scientist of Israel (“OCS”). Witech has made available to IIS,
          prior to the date hereof, correct copies of all documents evidencing Grants
          submitted by Witech and of all letters of approval, and supplements thereto,
          granted to Witech. Section 2.28 of the Witech Disclosure
           Schedule details all material undertakings of Witech given in
          connection with the Grants. Without limiting the generality of the above,
          Section 2.28 of the Witech Disclosure Schedule  includes the
          aggregate amounts of each Grant, and the aggregate outstanding obligations
          thereunder of Witech with respect to royalties, or the outstanding amounts to be
          paid by the OCS to Witech and the composition of such obligations or amount by
          the product or product family to which it relates. Witech is in compliance, in
          all material respects, with the terms and conditions of their respective Grants
          and, except as disclosed in Section 2.28 of the Witech Disclosure
          Schedule hereto, has duly fulfilled, in all material respects,
          all the undertakings relating thereto. Witech is not aware of any event or other
          set of circumstances which might lead to the revocation or material modification
          of any of the Grants. 



- 18 -










    2.29        Minutes. The
minutes of Witech listed in Section 2.29 of the Witech Disclosure Schedule,
contain accurate and complete copies of: (i) the minutes of every meeting of Witech ‘s
shareholders and Board of Directors (and any committee thereof) which may be material to
Witech; and (ii) minutes of every meeting of the each of Witech ‘s Board of
Directors (and any committee thereof). No material resolutions have been passed, enacted,
consented to or adopted by the directors (or any committee thereof) or shareholders of
Witech, except for those contained in such minutes.  



    2.30.       No
ownership of IIS Stock. Witech does not own, beneficially or of           record, any
shares of common stock of IIS.  



    2.31        Disclosure.
Witech has not failed to disclose to IIS in writing any facts material to Witech or
to the Subsidiary including, without limitation, its business, prospects and financial
condition. This Agreement and all other documents delivered to IIS in connection with the
Exchange and the other transactions contemplated herewith do not contain any material
untrue statement and do not omit to state a material fact necessary in order to make the
statements contained therein or herein not misleading.  



	2.A.  	REPRESENTATIONS
AND WARRANTIES OF THE WITECH SHAREHOLDERS.  






Each of the Witech Shareholders
severally and not jointly represents and warrants to IIS and the other Witech
Shareholders, the following, such representations and warranties to be true and correct
upon the signing hereof and upon the Closing: 



    2A.1        It
has good and marketable title to those of the Witech Shares listed next to its name in
Schedule 1.1 hereto, free and clear of all Encumberances, free and clear of all rights of
first refusal, co-sale rights, options to purchase, proxies, voting trusts and any other
voting agreements, calls or commitments of every kind.  



    2A.2        If
the Witech Shareholder is a corporation, it is duly organized and validly existing in the
jurisdiction of its organization and has full power and authority to enter into this
Agreement. All actions on its part necessary for the authorization, execution, delivery
and performance by it of this Agreement have been duly taken (or shall be duly taken
prior to the Closing) to authorize the execution and delivery by it, and this Agreement
constitutes its valid and legally binding obligation, enforceable in accordance with its
terms except (a) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other laws of general application affecting enforcement of creditors’rights,
and (b) general principles of equity that restrict the availability of equitable
remedies.  



- 19 -










    2A.3        It
understands that any transfer agent of IIS will issue stop-transfer instructions with
respect to the Exchange Shares unless any transfer thereof is subsequently registered
under the Exchange Act and applicable state and other securities laws or unless an
exemption from such registration is available.  



    2A.4        The
Witech Shareholder’s present intention is to acquire the Exchange Shares, for its
own account and the Exchange Shares are being acquired by it for the purpose of
investment and not with a view to distribution or resale thereof. The acquisition by the
Witech Shareholder of the Exchange Shares acquired by it shall constitute a confirmation
of this representation by such Witech Shareholder.  



    2A.5        The
Witech Shareholder acknowledges that it, during the course of this transaction and prior
to the acquisition of the Exchange Shares has had the opportunity to ask questions of and
receive answers from representatives of the Company concerning the terms and conditions
of the Exchange. By reason of the Witech Shareholder’s knowledge and experience in
business and financial matters, the Witech Shareholder is capable of evaluating the
merits and risks of its investment in the Exchange Shares hereunder (this will not
derogate from the representations and warranties of IIS in this Agreement).  



    2A.6        The
Witech Shareholder (i) is an “accredited investor”, as that term is defined in
Rule 501 of Regulation D promulgated under the Securities Act, and/or (ii) is
not a “U.S. Person”, as defined by Rule 902 of Regulation S promulgated under
the Securities Act, was not formed by a “U.S. Person” as defined by Rule 902 of
Regulation S, was not organized under the laws of any United States jurisdiction, is not
holding the Stock (or, where relevant, the Conversion Shares) for the benefit of any US
Person, and was not formed for the purpose of investing in securities not registered
under the Securities Act. At the time the buy order for this transaction was originated,
the Witech Shareholder was outside the United States.  



    2A.7        The
Shares, as specified next to its/his name on Schedule 1.1, constitute all of the shares,
warrants, and securities in Witech owned by it or to which it has any rights and it/he
has no preemptive rights or other rights to subscribe for, purchase or acquire from
Witech any share of capital stock or securities of Witech.  



    2A.8        Immediately
following the Closing, it shall own no shares or securities in Witech, it shall have no
rights as a shareholder of Witech and no claims against Witech in connection with the
issuance and/or non-issuance of securities in Witech.  



    2A.9        It
acknowledges that the Shareholders, and not IIS and/or Witech, is liable for any taxes
levied on the transfer of the Witech Shares to IIS and/or the issuance of the Exchnage
Shares by IIS to the Witech Shareholders.  



    2A.10        The
execution of this Agreement by each Witech Shareholder and the performance of such Witech
Shareholder’s obligations hereunder do not require the consent or agreement of any
person, authority or entity.  



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    2A.11        The
Witech Shareholder is familiar with the terms of the Tax Ruling and it shall abide by
such terms, to the extent they apply to it.  



    2A.12        The
Witech Shareholder has disclosed to IIS in writing any shareholding of such Witech
Shareholder or any of its Affiliates in IIS. An “Affiliate” shall refer, with
respect to any Witech Shareholder, to (i) such shareholder’s spouse, lineal
descendant or antecedent, brother or sister, or a trust for the benefit of any of the
foregoing, (ii) any entity directly or indirectly controlling, controlled by or under
common control with such Witech Shareholder or any other Affiliate of such Witech
Shareholder. 



ARTICLE III 



REPRESENTATIONS AND
WARRANTIES OF IIS 



        IIS
represents and warrants as follows: 



        Reference
to any one matter in the IIS Disclosure Schedule (as defined below) is deemed sufficient
for any other reference in such IIS Disclosure Schedule. 



         3.1.       
          Organization and Standing. IIS is a corporation duly organized and
          validly existing under the laws of the State of Israel has all requisite power
          and authority to carry on its business as it is currently conducted and to own
          and operate the properties currently owned and operated by it. IIS has delivered
          to Witech and the Witech Shareholders accurate and complete copies of its
          memorandum of association and articles of association including all amendments
          thereto. The voluntary liquidation proceedings of IIS have been terminated. 



         3.2.       
          Agreement Authorized and its Effect on Other Obligations. 



		    3.2.1.        Authorization
and Enforceability. Subject to the approval by the                shareholders of
IIS, IIS has all requisite power and authority to execute and                deliver this
Agreement and to perform its obligations hereunder and to                consummate the
transactions contemplated hereby. The execution and delivery by                IIS of
this Agreement and the performance by IIS of its obligations hereunder
               have been duly and validly authorized by all necessary corporate action on
the                part of IIS. This Agreement has been duly executed and delivered by
IIS and                (assuming due authorization, execution and delivery hereof by the
other parties                hereto) this Agreement constitutes the legal, valid and
binding obligation of                IIS enforceable (subject to normal equity
principles) against IIS in accordance                with their terms, except as
enforceability may be limited by bankruptcy,                insolvency, reorganization,
debtor relief or similar laws affecting the rights                of creditors generally.  







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		    3.2.2.        Approvals.
No consent, approval, order or authorization of, or                registration,
declaration or filing with, any Governmental Entity is required by                or with
respect to IIS or any of its subsidiaries in connection with the                execution
and delivery of this Agreement or the consummation of the transactions
               contemplated hereby or thereby, except (a) any filings required to be made
under                Section 13 of the Exchange Act, as amended, (b) consent of and
approval of the                Israeli Commissioner of Restrictive Trade Practices, if
necessary and (c) such                other consents, approvals, orders, authorizations,
registrations, declarations                and filings, the failure of which to be
obtained or made would not have,                individually or in the aggregate, a
Material Adverse Effect on IIS and which are                set forth on Schedule
3.2.2 of the disclosure schedule  delivered by IIS to Witech dated the date
hereof (the                “IIS Disclosure Schedule”), and all such
consents have been or                will have been obtained at or immediately prior to
the Closing.  







		    3.2.3.        No
Violation. Assuming the receipt of all consents, approvals, orders or
               authorizations of, and the registration, declaration or filing with, any
               Governmental Entity contemplated by Section 3.2.2, neither the execution
and                delivery of this Agreement nor the consummation of the transactions
contemplated                hereby will (i) conflict with or result in a violation or
breach of any term or                provision of, nor constitute a default under, the
organizational documents of                IIS; (ii) contravene, conflict with or result
in a violation or breach of, or                result in a default under, any
obligations, indenture, mortgage, deed of trust,                lease, contract or other
agreement to which IIS or any of its subsidiaries is a                party or by which
any of them or their properties are bound; (iii) contravene,                conflict with
or result in a violation of, or give any Governmental Entity or                other
Person the right to challenge the Exchange or to exercise any remedy or
               obtain any relief under, any legal requirement or any order, writ,
injunction,                judgment or decree to which IIS, or any of the assets owned or
used by IIS, is                subject. (iv) contravene, conflict with or result in a
violation of any of the                terms or requirements of, or give any Governmental
Entity the right to revoke,                withdraw, suspend, cancel, terminate or modify
any permit, license, consent,                authorization, grant, benefit, right that is
held by IIS or to the knowledge of                IIS, that otherwise relates to the
business or assets of IIS, (v) result in the                imposition, creation or
crystallization of any Encumbrance upon or with respect                to any asset owned
or used by IIS or (vi) with the passage of time, the giving                of notice, or
the taking of any action by a third person, have any of the                effects set
forth in clauses (i) through and (v) of this Section, in each case                other
than such violations, breaches or defaults as could not reasonably be
               expected to have a Material Adverse Effect on IIS.  







    3.4        Capitalization. The
authorized share capital of IIS is NIS 50,000 divided into 16,666,666 ordinary shares,
par value NIS 0.003 per share, of which as of the date hereof, 11,576,539 shares are
issued and outstanding. All of such outstanding shares are validly issued, fully paid and
non-assessable, and were not issued in violation of any preemptive rights of any
shareholder. Schedule 3.4 of the IIS Disclosure
Schedule sets forth, on a fully diluted basis, a complete list as of the date of
this Agreement of all outstanding options, warrants or obligations of any kind to issue
any shares of IIS, and sets forth the capitalization table of IIS on a fully diluted
basis immediately prior to and immediately after the Closing. Other than as set forth in
Schedule 3.4 of the IIS Disclosure Schedule, IIS has no
outstanding options, warrants or obligations of any kind to issue any of its shares.
Except as set forth in Schedule 3.4 of the IIS Disclosure Schedule:
(i) there are no preemptive rights, rights of participation, rights of maintenance or
similar rights with respect to any IIS securities (including convertible securities);
(ii) none of the IIS shares, options or other equity interests of IIS (including any
convertible securities) is subject to any right of first refusal; and (iii) there are no
contracts, undertakings or agreements relating to the voting or registration of, or
restricting any Person from purchasing, selling, pledging or otherwise disposing of (or
granting any option or similar right with respect to), any IIS securities (including
convertible securities). IIS is not under any obligation, or bound by any contract
pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any
IIS securities (including convertible securities). Without limiting the foregoing, all
shares to be issued in connection with the Registration Rights Agreement dated January
2001, by and among the Company, CDC Holdings Ltd., Armour Investments Ltd., Industrial
Systems and Equipment Co., Meir Noga & Nachum Ezra, have been duly and validly
issued, and are fully paid and nonassessable, and there are no warrants or similar rights
outstanding thereunder for the benefit of any Person. No Person has any rights in any IIS
securities (including convertible securities) other than the IIS shares and options
currently issued and outstanding as reflected in IIS’ Form 20-F for the year ended
December 31, 2006 (the “2006 20-F”), which shares and options are set
forth in the pre-closing and post-closing capitalization tables set forth on Schedule
3.4. of the IIS Disclosure Schedule. 



- 22 -










        The
Exchange Shares, upon their issuance to the Witech, shall be duly authorized, validly
issued, and free of preemptive rights or anti dilution or similar rights and shall be
fully paid and non-assessable. The Exchange Shares when issued and allotted will have the
rights and privileges and will be subject to the obligations set forth in the Articles of
Association of IIS, as amended hereunder, and such Exchange Shares upon issuance thereof
and payment therefor will be free and clear of any Encumbrances. 



    3.5       
Liabilities. IIS does not have any liabilities or obligations, including with
respect to Taxes, either accrued, absolute, contingent or otherwise, or have any knowledge
of any potential liabilities or obligations, which could reasonably be expected to have a
Material Adverse Effect on IIS other than those set forth in Schedule
3.5 of the IIS Disclosure Schedule  or in the
2006 20F. There are currently no claims pending, or to IIS’ knowledge, threatened,
for which the LSI Escrow Funds deposited in escrow pursuant to the transactions entered
into by StoreAge Networking Technologies Ltd., including IIS, as a shareholder thereof,
and LSI Logic Corporation would be transferred to a third party. 



         3.6.       
          Intentionally Left Blank. 



    3.7        Intellectual
Property. 



		    3.7.1        Intellectual
Property of IIS. IIS is not a party to any license, royalty, research, Grants, or
development or similar agreements or any other agreements relating to technology,
inventions or intellectual property rights of IIS or any third party. IIS does not own or
have any rights in any material intellectual property.  







- 23 -










    3.8        Legal
Proceedings. There are no pending, or to IIS’ knowledge and except as set forth
on Schedule 3.8, threatened suits, actions, claims or legal, administrative, arbitration
or other proceedings or governmental investigations against or affecting IIS at law or in
equity or before any federal, state, foreign, municipal, or other governmental
department, commission, board, bureau, court, agency, or instrumentality, including with
respect to any Taxes. Without derogating from the foregoing, no third party has asserted
any claim against IIS with respect to the lack of a financial expert on the Audit
Committee as required by the Sarbanes-Oxley Act 2002.  



    3.9        Changes
to Operations of IIS. There have been no material changes to IIS, including in the
financial status, business operations of IIS, equity holdings in IIS, or any other
material changes with respect to or affecting IIS since the 2003 20-F, other than the
Bankruptcy Proceedings. The 2006 20-F accurately and truthfully sets forth a description
, in all respects, of IIS as of the date thereof.  



    3.10        Compliance
with Laws. Except as set forth on Schedule 3.10 of the IIS
Disclosure Schedule, IIS is not in violation or in default with respect to, or in
alleged violation of or alleged default with respect to, any applicable laws or any
applicable rules, regulations or any writ or decree of any court or any governmental
commission, board, bureau, agency, or instrumentality, or delinquent with respect to any
report required to be filed with any governmental commission, board, bureau, agency or
instrumentality, except for violations which, either singly or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect on IIS.  



    3.11        Material
Contracts. 



		    3.11.1        Except
as set forth on Schedule 3.11 of the IIS Disclosure Schedule,
IIS does not have any material contracts, agreements, leases, commitments,
understandings, instruments or proposed transactions, written or oral, absolute or
contingent.  







		    3.11.2        Validity;
Enforceability Etc. IIS has delivered to Witech and the Witech Shareholders a correct
and complete copy of each written agreement listed in Schedule 3.11 of the IIS
Disclosure Schedule and a written summary setting forth the terms and conditions
of each oral agreement referred to in such Schedule. With respect to all such agreements,
assuming due execution, delivery and performance of such agreements by any third parties:
(i) the agreement is legal, valid, binding, enforceable, and in full force and effect
with respect to IIS; (ii) the agreement will continue to be legal, valid, binding,
enforceable, and in full force and effect on identical terms following the consummation
of the transactions contemplated hereby (and consummation of such transactions, without
notice to or consent or approval of any party, will not constitute a default under or a
breach of any provision of the agreement); (iii) neither IIS nor, to its knowledge, is
any other party to any such agreement, in breach or default of any such agreement, and no
event has occurred which with notice or lapse of time would constitute a breach or
default, or permit termination, modification, or acceleration, under the agreement (and
IIS has not received any notice of a default, offset or counterclaim under the agreement,
or any other communication calling upon IIS to comply with any provision the agreement or
ascertaining noncompliance); and (iv) to IIS’ knowledge, no party has repudiated any
provision of the agreement and IIS has not received or given notice of an intention to
cancel or terminate the agreement or to exercise or not exercise options or rights under
the agreement; and (v) IIS is not aware of any security interest of any kind in the
agreement.  







- 24 -










		    3.11.3        IIS
has no agreements with any Related Persons or any third party suppliers, contractors,
service-providers, distributors, or any other third parties relating to the products,
business operations, or securities of IIS.  







    3.12        Assets;
Loans and Encumbrances. A list of all material assets of IIS, including whether
leased or owned, is set forth on Schedule 3.12 of the IIS Disclosure
Schedule, and with respect to any leases, a description of the material terms of
such leases. IIS has good and marketable title to all such assets or has the right to
lease them, and all such assets free and clear of Encumbrances or any other third party
rights. All leases pursuant to which IIS leases (whether as lessee or lessor) any
substantial amount of real or personal property are in good standing, valid and
effective; and there is not, under any such leases any existing or prospective default or
event of default or event which with notice or lapse of time, or both, would constitute a
default by IIS and in respect to which IIS has not taken adequate steps to prevent a
default from occurring. The buildings and premises of IIS that are used in its business
are in good and sufficient operating condition and repair for continued conduct of IIS’ business
on a basis consistent with past practice, subject to ordinary wear and tear.  



    3.13        Employment
Matters. Except as set forth on Schedule 3.13 of the IIS
Disclosure Schedule, IIS employs no employees and has not engaged, as of the date
hereof, any consultant or independent contractor, and there are no employment, consulting
or independent contractor agreements outstanding between IIS and any employee,
consultant, or independent contractor. All employment, consulting and other independent
contractor agreements with all past employees, consultants and independent contractors of
IIS have been lawfully terminated, and no past employee of IIS or consultant or
independent contractor of IIS has any rights or claims against IIS, including claims
pertaining to severance payments or other social rights or benefits, or the right to
exercise any options, warrants, or similar rights for any IIS securities including
pursuant to any agreement or option plan of IIS. There are no, and never have been any,
oral agreements or understandings between IIS and any third party relating to employment
or consulting services. Except as set forth on Schedule 3.13 of the IIS
Disclosure Schedule, IIS does not operate or maintain any pension, bonus,
profit-sharing, share option, deferred compensation or similar plans or collective
agreements in effect as of the date hereof, and no third party has any claim against IIS
with respect to any such prior plans or agreements of IIS, to the extent any previously
existed.  



    3.14        Restrictions
on Business Activities. There is no agreement, judgment, injunction, order or decree
binding upon IIS or its properties which has or could reasonably be expected to have the
effect of prohibiting or materially impairing any material acquisition of property by IIS
or the conduct of the business by IIS including any exclusive distribution or licensing
agreements which cannot be terminated on less than 30 days notice without any cost or
expense to IIS.  



    3.15        Subsidiaries.
Schedule 3.15 of the IIS Disclosure Schedule sets
forth a list of all subsidiaries of IIS as of the date hereof and sets forth as to each,
the percentage of total outstanding shares thereof which is owned by IIS. All outstanding
shares of capital stock of the subsidiary corporations owned by IIS are validly issued,
fully paid, and non-assessable, and IIS has good and valid title thereto free and clear
of any Encumbrance.  



- 25 -










    3.16        Finder’s
Fee. All negotiations relative to this Agreement and the transactions contemplated
hereby have been carried on by IIS and its counsel directly with Witech and its counsel,
without the intervention of any other person as the result of any act of IIS, and so far
as is known to IIS, without the intervention of any other person in such manner as to
give rise to any valid claim against any of the parties hereto for a brokerage
commission, finder’s fee or any similar payments.  



    3.17        Tax
Returns Filed; Taxes Paid. 



		    3.17.1        Except
as set forth in Schedule 3.17 of the IIS Disclosure Schedule,
(i) all returns, declarations, claims for refund, information returns and reports (“IIS
Tax Returns”) of or with respect to any and all taxes, charges, fees, levies,
assessments, duties or other amounts payable to any federal, state, local, foreign or
other taxing authority or agency, including, without limitation, (x) income,
franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem,
value added, sales, use, service, real or personal (tangible and intangible) property,
environmental, capital stock, leasing, lease, user, license, registration, payroll,
withholding, disability, employment, social security (or similar), workers compensation,
unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer
and gains taxes, (y) customs, duties, imposts, charges, levies or other similar
assessments of any kind, and (z) interest, penalties and additions to tax imposed
with respect thereto (“IIS Tax” or “IIS Taxes”) which
are required to be filed on or before the Closing by or with respect to IIS have been or
will be duly and timely filed, (ii) all items of income, gain, loss, deduction and
credit or other items required to be included in each such IIS Tax Return have been or
will be so included and all such information and any other information provided in each
such IIS Tax Return is true, correct and complete, (iii) all IIS Taxes owed by IIS
which have become or will become due have been or will be timely paid in full, (iv) all
IIS Tax withholding and deposit requirements imposed on or with respect to IIS have been
or will be satisfied in full in all respects, (v) no penalty, interest or other
charge is or will become due with respect to the late filing of any such IIS Tax Return
or late payment of any such IIS Tax, and (vi) there are no Encumbrances on any of the
assets of IIS that arose in connection with any failure (or alleged failure) to pay any
IIS Tax.  







		    3.17.2        Extensions
Disclosed. Except as set forth in Schedule 3.17.2 of the IIS
Disclosure Schedule, there is not in force any extension of time with respect to
the due date for the filing of any IIS Tax Return of or with respect to IIS or any waiver
or agreement for any extension of time for the assessment or payment of any IIS Tax of or
with respect to IIS.  







		    3.17.3.        Claims
Disclosed. There is no outstanding written claim from any           governmental
taxing authority against IIS for any IIS Taxes, and no assessment,           deficiency
or adjustment has been asserted, proposed or threatened in writing by           any
governmental taxing authority with respect to any IIS Tax Return of or with
          respect to IIS with respect to any period for which the statute of limitations
          on the assessment of tax deficiencies has not expired other than those
disclosed           (and to which are attached true and complete copies of all audit or
similar           reports) in Schedule 3.17.3 of the IIS Disclosure
          Schedule. To IIS’ knowledge, no written claim has ever been made
by           a governmental taxing authority in a jurisdiction where IIS does not file
IIS           Tax Returns that it is or may be subject to taxation in that jurisdiction.  







- 26 -










		    3.17.4.        Scheduled
Tax Liabilities Sufficient. The total reserve amounts for           liabilities for
current and deferred IIS Taxes are sufficient to cover in all           material respects
the payment of all IIS Taxes, whether or not assessed or           disputed, which are or
to have been, due by or with respect to IIS up to and           through the periods
covered thereby.  







		    3.17.5.        No
Tax Liens. No material liens for IIS Taxes exist upon the assets of           IIS.  







		    3.17.6.        Change
of Accounting Method. IIS will not be required to include any           amount in
income for any taxable period beginning after the Closing Date as a           result of a
change in accounting method for any taxable period ending on or           before the
Closing Date or pursuant to any agreement with any Tax authority with           respect
to any such taxable period.  







		    3.17.7.        Activity
Limitations. IIS has not entered into any agreement or           arrangement with any
Taxing authority that requires it to take any action or to           refrain from taking
any action.  







    3.18        Disclosure.
IIS has not failed to disclose to Witech in writing any facts material to IIS,
including, without limitation, its business and financial condition. This Agreement and
all other documents delivered to Witech in connection with the Exchange and the other
transactions contemplated herewith do not contain any material untrue statement and do
not omit to state a material fact necessary in order to make the statements contained
therein or herein not misleading.  



ARTICLE IV 



OBLIGATIONS PENDING
CLOSING DATE 



         4.1.       
          Agreements of Witech and IIS. Each of Witech and IIS undertakes to the
          other party that from the date hereof to the Closing Date, it will: 



		    4.1.1.        Maintenance
of Present Business. Operate its business only in the usual,                regular,
and ordinary manner so as to maintain the goodwill it now enjoys and,                to
the extent consistent with such operation, use all reasonable efforts to
               preserve intact its present business organization, keep available the
services                of its present officers and employees, and preserve its
relationships with                customers, suppliers, licensors, licensees,
contractors, distributors, and                others having business dealings with it,
and in connection therewith it shall                not substantially deviate from its
licensing and pricing practices;  







- 27 -










		    4.1.2.        Maintenance
of Properties. At its expense, maintain all of its property                and assets
in customary repair, order, and condition, reasonable wear and use                and
damage by fire or unavoidable casualty excepted;  







		    4.1.3.        Maintenance
of Books and Records. Maintain its books of accounts and                records in
the usual, regular, and ordinary manner, in accordance with US GAAP
               applied on a consistent basis;  







		    4.1.4.        Compliance
with Law. Duly comply with all laws applicable to it and to                the
conduct of its business; except where the failure to comply with such laws
               would not have a Material Adverse Effect on such party;  







		    4.1.5.        Compliance
with Agreement. At its expense, take all commercially                reasonable
actions as may be necessary (i) to insure that the                representations
and warranties made by it herein are true and correct at the                Closing Date,
(ii) to fully perform all covenants made by it herein and                (iii) to
satisfy timely all other obligations imposed upon it by this                Agreement;  







		    4.1.6.        Inspection.
Permit the other party and its officers and authorized                representatives,
during normal business hours, and subject to standard                confidentiality
undertakings, to inspect upon reasonable prior notice its                records and to
consult with its officers, employees, attorneys, and agents for                the
purpose of determining the accuracy of the representations and warranties
               hereinabove made and the compliance with covenants contained in this
Agreement;                and  







		    4.1.7.        Maintenance
of Intellectual Property. Not take any action that would, or                fail to
take any action the failure of which would, cause directly or indirectly
               any of its Intellectual Property to enter the public domain or that could
               otherwise adversely affect its Intellectual Property.  







    4.2.        Agreements
of IIS and Witech. IIS and Witech agree to take the following           actions after
the date hereof:  



		    4.2.1        IIS
Regulatory and Other Filings. IIS shall timely comply with all U.S. federal, state
(including “Blue Sky laws”), and Israeli regulatory requirements arising
from the transactions contemplated hereby including the prompt filing with any regulatory
agencies, stock exchanges, and any other U.S. or Israeli Governmental Entities with which
IIS is so obligated to provide reporting information or make any filings. Witech will
promptly provide all information and documents necessary for this purpose as and when
requested by IIS.  







		    4.2.2.        Proxy
Statement.  







- 28 -










		    4.2.2.1        As
promptly as reasonably practicable after the date of this Agreement, IIS and Witech shall
cooperate in the preparation of the Proxy Statement, at IIS’ expense, that complies
with all requirements of Israeli law.  







		    4.2.2.2        IIS
shall cause the Proxy Statement to be mailed to IIS’ shareholders as promptly as
reasonably practicable after the date of this Agreement. If any event relating to either
party occurs, or if IIS or Witech becomes aware of any information, that should be
disclosed in an amendment or supplement to the Proxy Statement, then IIS or Witech, as
the case may be, shall promptly inform the other party thereof.  







		    4.2.3.        Governmental
Approvals.  







		    4.2.3.1        Each
party to this Agreement shall use all reasonable efforts to deliver and file, as promptly
as practicable after the date of this Agreement, each notice, report or other document
required to be delivered by such party to or filed by such party with any Israeli, and
with respect to IIS, additionally any U.S. Governmental Entity with respect to the
Exchange. Without limiting the generality of the foregoing:  







		    (a)        IIS
and Witech shall respond as promptly as practicable to any inquiries or
               requests received from the Israeli Restrictive Trade Practices
Commissioner for                additional information or documentation; and  







		    (b)        Witech
shall use all reasonable efforts to obtain, as promptly as practicable
               after the date of this Agreement any consents that may be required in
connection                with the Exchange;  







		    (c)        Within
the relevant time periods therefor of the Closing, IIS will make all
               filings it is required to make (including past filings) pursuant to the
               Securities Act of 1933, as amended, and the Exchange Act, including all
filings                required to be filed with the US Securities and Exchange
Commission (the “SEC”) and any relevant stock exchanges on which IIS’               securities
are traded. In addition, IIS shall timely file all filings pertaining                to
the Exchange which are required to be filed with the SEC and any stock
               exchanges on which IIS’ securities are traded.  







		    4.2.3.2        Each
party to this Agreement shall (i) give the other parties prompt notice of the
commencement of any legal proceeding by or before any Israeli or U.S. Governmental Entity
with respect to the Exchange, (ii) keep the other parties informed as to the status
of any such legal proceeding and (iii) promptly inform the other parties of any
communication to or from the SEC, any U.S. relevant stock exchanges, the OCS, the
Companies Registrar or any other Israeli Governmental Entity regarding the Exchange or
any of the other transactions contemplated by this Agreement. The parties to this
Agreement will consult and cooperate with one another, and will consider in good faith
the views of one another, in connection with any analysis, appearance, presentation,
memorandum, brief, argument, opinion or proposal made or submitted in connection with any
Israeli legal proceeding relating to the Exchange. In addition, except as may be
prohibited by any Israeli Governmental Entity or by any Israeli legal requirement, in
connection with any such legal proceeding under or relating to the Israeli Restrictive
Trade Practices Law or any other Israeli antitrust or fair trade law, each party hereto
will permit authorized representatives of the other party to be present at each meeting
or conference relating to any such legal proceeding and to have access to and be
consulted in connection with any document, opinion or proposal made or submitted to any
Israeli Governmental Entity in connection with any such legal proceeding.  







- 29 -










		    4.2.4.        Further
Action. IIS and Witech shall use all reasonable efforts to                cooperate
with each other in the taking of such action reasonably necessary to
               consummate the Exchange and make effective the other transactions
contemplated                by this Agreement.  







		    4.2.5.        Notice
of Material Development. Each of IIS and Witech will promptly                notify
the other party in writing of (i) any event occurring subsequent to
               the date of this Agreement which would render any representation or
warranty of                such party contained in this Agreement untrue or inaccurate in
any material                respect, (ii) any Material Adverse Effect on such party
and                (iii) breach by such party of any covenant or agreement contained
in this                Agreement.  







		    4.2.6.        Resignation
of Directors. Witech shall use all reasonable efforts to                obtain and
deliver to IIS prior to the Closing Date the resignation of each                director
of Witech and of the Subsidiary, effective as of the Closing Date.  







    4.3.        Additional
Agreements of Witech. Witech agrees that from the date hereof           to the
Closing Date, it will:  



		    4.3.1.        Prohibition
of Certain Employment Contracts. Not enter into any contracts                of
employment other than in the ordinary course of business consistent with past
               practice which (i) cannot be terminated on notice of 14 days or less
for                United States employees, and 30 days for Israeli employees, without
the payment                of additional compensation or (ii) provide for any
increase in compensation                including, without limitation, any modification
of any stock option agreements,                outside the ordinary course of business
consistent with past practice, severance                payments or benefits covering a
period beyond the termination date except as                contemplated by this
Agreement or as may be required by law;  







		    4.3.2.        Prohibition
of Certain Loans. Not incur any borrowings except                (i) the
prepayment by customers of amounts due or to become due for goods                sold or
services rendered or to be rendered in the future, (ii) trade
               payables incurred in the ordinary course of business, (iii) other
               borrowings incurred in the ordinary course of business to finance normal
               operations or (iv) as is otherwise agreed to in writing by IIS, with
               respect to borrowings involving a liability of more than US$10,000 per
borrowing                or more than US$50,000 in the aggregate;  







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		    4.3.3.        Prohibition
of Certain Commitments. Not enter into commitments of a                capital
expenditure nature or incur any contingent liability which would exceed
               $25,000 in the aggregate, other than the bridge loans provided by IIS in
the                amount of US$3,550,000 to Witech between April 2007 (and additional
loans from                IIS) and the date hereof, a true and correct copy of which is
attached hereto as Schedule 4.3.  , except (i) as may be
necessary for the                maintenance of existing facilities and equipment in good
operating condition and                repair in the ordinary course of business, (ii) as
may be required by law,                or (iii) as is otherwise agreed to in writing
by IIS;  







		    4.3.4.        Disposal
of Assets. Not sell, dispose of, or encumber, any property or                assets,
except (i) in the ordinary course of business or (ii) as is
               otherwise agreed to in writing by IIS;  







		    4.3.5.        Maintenance
of Insurance. Maintain insurance (or self insurance reserves)                upon all
its properties and with respect to the conduct of its business of such
               kinds and in such amounts as is customary in the type of business in which
it is                engaged, but not less than that presently carried by it, which
insurance (or                self insurance reserves) may be added to from time to time
in its discretion;  







		    4.3.6.        No
Solicitation. Not directly or indirectly authorize or permit any of
               its respective agents to: (i) solicit, initiate, encourage (including
by                way of furnishing information) or take any other action to facilitate,
any                inquiry or the making of any proposal which constitutes, or may
reasonably be                expected to lead to, any acquisition or purchase of a
substantial amount of                assets of, or any equity interest in, Witech or any
Exchange, consolidation,                business combination, sale of substantially all
assets, sale of securities,                recapitalization, liquidation, dissolution or
similar transaction involving                Witech (other than the transactions
contemplated by this Agreement) or any other                material corporate
transactions the consummation of which would, or could                reasonably be
expected to, impede, interfere with, prevent or materially delay                the
Exchange (collectively, “Witech Transaction                Proposals”)
or agree to or endorse any Witech Transaction Proposal or                (ii) propose,
enter into or participate in any discussions or negotiations                regarding any
of the foregoing, or furnish to another person any information                with
respect to its business, properties or assets or any of the foregoing, or
               otherwise cooperate in any way with, or assist or participate in,
facilitate or                encourage, an effort or attempt by any other person to do or
seek any of the                foregoing;  







		    4.3.7.        No
Amendment to Articles of Association, etc. Without the consent of IIS,
               not amend its Articles of Association or other organizational documents or
merge                or consolidate with or into any other corporation or change in any
manner the                rights of its capital stock or the character of its business;  







		    4.3.8.        No
Issuance, Sale, or Purchase of Securities. Except for issuances of
               shares to the Witech Shareholders as set forth on Schedule
               4.3.8 to the Witech Disclosure Schedule, without the
consent of                IIS, not issue or sell, or issue options or rights to subscribe
to, or enter                into any contract or commitment to issue or sell (upon
conversion or otherwise),                any shares of its capital stock or subdivide or
in any way reclassify any shares                of its capital stock, or acquire, or
agree to acquire, any shares of its capital                stock; provided, that nothing
in this Section 4.3.8 shall restrict or prohibit                the issuance by Witech of
Witech Shares upon exercise of options previously                granted under existing
benefit plans or warrants existing on the date hereof;  







- 31 -










		    4.3.9.        Prohibition
on Dividends. Without the consent of IIS, not declare or pay                any
dividend on shares of its capital stock or make any other distribution of
               assets to the holders thereof;  







		    4.3.10.        Notice
of Material Developments. Promptly furnish to IIS copies of all
               communications from Witech to its stockholders. Witech shall give prompt
notice                to IIS of (i) the occurrence or non-occurrence of any event
the occurrence                or non-occurrence of which would cause any Witech
representation or warranty                contained in this Agreement to be untrue or
inaccurate at or prior to the                Closing Date and (ii) any material
failure of Witech to comply with or                satisfy any covenant, condition or
agreement to be complied with or satisfied by                it hereunder; provided,
however, that the delivery of any notice pursuant to                this Section 4.3.10
shall not limit or otherwise affect the remedies                available hereunder to
IIS;  







		    4.3.11.        Employment
Agreements. Witech shall use its best efforts to obtain on or                prior to
the Closing Date, employment agreements with such employees of Witech                as
reasonably requested by IIS; and  







		    4.3.12.        Employee
Plans and Contracts. Except as required by law, without the                written
consent of IIS, not directly or indirectly (i) enter into or modify
               any collective bargaining agreement with any labor union or other
representative                of employees, (ii) increase the compensation or
benefits of any employee of                Witech or any of its subsidiaries, (iii) amend
or terminate any Witech                Option Plan, or (iv) enter into or adopt any
new employee benefit plan,                policy or arrangement; and  







		    4.3.13.        Transaction
Expenses. Except as set forth on Schedule 1.7  hereto, IIS and
Witech will not pay any expenses of Witech in                connection with the
transactions contemplated by this Agreement to any legal,                financial,
investment banking, accounting or other professional advisor,                including
any agreement relating to the foregoing and payments to made by Witech
               shareholders, irrespective of whether disclosed to IIS, including pursuant
to                Section 2 above.  







		    4.3.14.        Licensing
Practices. Observe all material provisions of, and perform all                its
material obligations under, any Marketing Agreements in a manner consistent
               with past practice.  







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    4.4.        Additional
Agreements of IIS. IIS agrees that from the date hereof to           the Closing
Date, it will:  



		    4.4.1.        Notice
of Material Developments. Give prompt notice to Witech of                (i) the
occurrence or non-occurrence of any event the occurrence or                non-occurrence
of which would cause any IIS representation or warranty contained                in this
Agreement to be untrue or inaccurate at or prior to the Closing Date;                (ii)
the occurrence of any event which could reasonably be anticipated to
               prohibit or restrain the consummation of the transactions contemplated
hereby;                and (iii) any material failure of IIS to comply with or
satisfy any                covenant, condition or agreement to be complied with or
satisfied by it                hereunder; provided, however, that the delivery of any
notice pursuant to this                Section 4.4.1 shall not limit or otherwise
affect the remedies available                hereunder to Witech; and  







		    4.4.2        Compliance
with Agreement. At its expense, take all commercially reasonable actions as may be
necessary (i) to insure that the representations and warranties made by it herein
are true and correct in all material respects at the Closing Date, (ii) to fully
perform all covenants made by it herein and (iii) to satisfy timely all other
obligations imposed upon it by this Agreement.  







		    4.4.3        No
Shop. Until the Closing Date and except for a financing in Shares and/or convertible
securities of IIS in the amount of up to $6,000,000 (and related warrants that may be
issued in connection with such financing), none of IIS nor any of their officers,
directors, representatives or agents will, directly or indirectly solicit, initiate,
knowingly encourage or accept any other proposals or offers from any Person relating to
any acquisition of any shares or assets of IIS (other than sale of already issued shares
in the public market and the purchase of short term investments of publicly traded
securities. IIS will immediately cease any existing discussions or negotiations conducted
by such Person with respect to any of the foregoing prohibited activities. The foregoing
shall not restrict IIS from responding to unsolicited proposals from any Person, nor
shall it restrict its Board of Directors from taking any action if, in the opinion of IIS’outside
counsel, such action is required in order to enable the Board of Directors of IIS to
fulfill its fiduciary duties to IIS and its shareholders to the extent required under
applicable Israeli law. “Person” means any natural person, corporation,
limited liability company, general partnership, limited partnership proprietorship, other
business organization, trust, union, association of any governmental or regulatory authority.  







ARTICLE V 



CONDITIONS PRECEDENT
TO OBLIGATIONS 



         5.1.       
          Conditions Precedent to Obligations of Witech. The obligations of Witech
          and the Witech Shareholders, severally, to consummate and effect the Exchange
          shall be subject to the satisfaction of the following conditions, or to the
          waiver thereof by Witech in the manner contemplated by Section 6.4 on the
          Closing Date : 



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		    5.1.1.        Representations
and Warranties of IIS True at Closing Date. The                representations and
warranties of IIS herein contained shall be, in all material                respects,
true as of and at the Closing Date and again as of and at the Closing                Date
with the same effect as though made at such date, except for those
               representations and warranties that address matters only as of a
particular date                (which shall remain true and correct as of such particular
date); IIS shall have                performed and complied, in all material respects,
with all covenants required by                this Agreement to be performed or complied
with by IIS before or at the Closing                Date; and IIS shall have delivered to
Witech a certificate, dated the Closing                Date and signed by each of its
chief executive officer and chief financial                officer to both such effects.  







		    5.1.2.        No
Order. No temporary restraining order, preliminary or permanent
               injunction or other order preventing the consummation of the Exchange
shall have                been issued by any court of competent jurisdiction and remain
in effect, and                there shall not be any legal requirement enacted or deemed
applicable to the                Exchange that makes consummation of the Exchange
illegal.  







		    5.1.3        Increase
in IIS’ registered share capital. IIS’ shareholders shall have duly
authorized an increase in IIS’ share capital to 50,000,000 Ordinary Shares, par
value NIS 0.003 per share.  







		    5.1.4        Amendment
to Articles of Association. IIS’ shareholders shall have duly authorized an
amendment to IIS’ Articles of Association to eliminate the casting vote of the
Chairman of the Board of Directors according to Article 71(c) of such Articles and the
staggered Board of directors according to Article 50 of the Articles of Association.  







		    5.1.5        No
Orders or Judgments. As of the Closing Date, there shall not be any judgment or order
of a court of competent jurisdiction or any ruling, regulation or order of any agency of
the Israeli or U.S. federal, state, or local government which would prohibit or have the
effect of preventing the consummation of the issuance of the Exchange Shares and the
transactions hereunder shall not be prohibited or enjoined (temporarily or permanently)
by any applicable law or governmental or other regulation.  







		    5.1.6        Opinion
of IIS Counsel. Witech shall have received an opinion, dated as of the Closing Date
from Amit, Pollak, Matalon & Co. counsel for IIS, in the form attached hereto as Schedule
5.1.6.  







		    5.1.7.        IIS
Shareholder Approval. The Exchange and the transactions contemplated
               hereby shall have been duly approved by the shareholders of IIS, and IIS
shall                have provided Witech and the Witech Shareholders with a copy of the
duly                authorized resolutions of shareholders meeting of IIS approving the
Exchange and                the transactions contemplated hereby.  







- 34 -










		    5.1.8.        Approvals.
All material consents, permits and approvals of all                Governmental Entities
required to be obtained in connection with the Exchange                and the other
transactions contemplated by this Agreement shall have been                obtained and
shall be in full force and effect. IIS shall have provided Witech                and the
Witech Shareholders with a certified copy of the duly authorized board
               resolutions of IIS approving the Exchange and the transactions
contemplated                thereby and including a signatory rights approval with
respect to the execution                of the documents pertaining to the Exchange
together with an incumbency                certificate.  







		    5.1.9        Escrow
Agreement. IIS, Charless Moss, as the Witech Shareholders representative (the “Shareholders
Representative”) on behalf of the Witech Shareholders, and the Escrow Agent will
have signed the Escrow Agreement substantially in the form attached hereto as Schedule
5.1.9 (the “Escrow Agreement”) placing in escrow the
Exchange Shares and the IIS shares held by the other IIS shareholders holding 5% or more
of the issued and outstanding shares of IIS immediately following the Closing, for a
period of twenty-four months following the Closing in accordance with Israeli tax
requirements and as applicable, the Indemnification Agreement.  







		    5.1.10        Tax
Ruling. IIS and the Witech Shareholders shall have received a tax ruling from the
Israeli Income Tax Authorities confirming that the Exchange will be tax-free subject to
reasonable conditions as set forth therein (the “Tax Ruling”).  







		    5.1.11.        Execution
of Employment Agreements with Designated Executives. IIS and                each of
Charles Moss, David Elooz, Eliyahu Cohen and Ronen Segal (collectively,
               the “Designated Executives”) shall have entered into
employment                agreements with IIS or Witech and in the form attached hereto
as Schedules                5.1.11(i) – (iv), respectively (the
“Designated                Executives Employment Agreements”).  







		    5.1.12        No
Material Adverse Effect. Since the date of this Agreement, there shall not have
occurred any Material Adverse Effect on IIS, and no event shall have occurred or
circumstance shall exist that, in combination with any other events or circumstances,
could reasonably be expected to have a Material Adverse Effect on IIS.  







		    5.1.13        Burdensome
Condition. Other than the Tax Ruling, there shall not have been any action taken by
any Governmental Entity, and there shall not have been any legal requirement or order
enacted, entered, enforced or deemed applicable to the Exchange, that imposes or that
seeks to impose any restriction, condition or obligation upon IIS or Witech that could
reasonably be expected to adversely impact, in any material respect, any of the
anticipated benefits to Witech or the Witech Shareholders of the Exchange.  







		    5.1.14        Share
Transfer Deed. The Witech Shareholders shall have transferred the Exchange
Shares, free and clear of any Encumbrances, to IIS, by signing and delivering
to IIS a share transfer deed in appropriate form as reasonably determined by IIS.  







- 35 -










    5.2.        Conditions
Precedent to Obligations of IIS. The obligations of IIS to           consummate and
effect the Exchange shall be subject to the satisfaction of the           following
conditions, or to the waiver in writing thereof by IIS in the manner
          contemplated by Section 6.4 on or before the Closing Date:  



		    5.2.1.        Representations
and Warranties of Witech True at Closing Date. The                representations and
warranties of Witech herein contained shall be, in all                material respects,
true as of and at the Closing Date with the same effect as                though made at
such date, except for those representations and warranties that                address
matters only as of a particular date (which shall remain true and                correct
as of such particular date); Witech shall have performed and complied,                in
all material respects, with all covenants required by this Agreement to be
               performed or complied with by Witech on or before the Closing Date; and
Witech                shall have delivered to IIS a certificate, dated the Closing Date
and signed by                its chief executive officer and by its chief financial or
accounting officer to                both such effects.  







		    5.2.2.        Representations
and Warranties of Witech Shareholders True at Closing Date. The
representations and warranties of the Witech Shareholders                herein contained
shall be, in all respects, true as of and at the Closing Date                with the
same effect as though made at such date; and the Witech Shareholders                shall
have performed and complied with, in all material respects, with all
               covenants required to be performed or complied with by the Witech
Shareholders                on or before the Closing Date.  







		    5.2.3        No
Order. No temporary restraining order, preliminary or permanent injunction or other
order preventing the consummation of the Exchange shall have been issued by any court of
competent jurisdiction and remain in effect, and there shall not be any legal requirement
enacted or deemed applicable to the Exchange that makes consummation of the Exchange
illegal.  







		    5.2.4.        Opinion
of Witech’s Counsel. IIS shall have received an opinion,                dated as
of the Closing Date, from Fischer, Behar, Chen, Well, Orion & Co.,
               counsel to Witech, in the form attached hereto as Schedule
               5.2.4.  







		    5.2.5.        Approvals.
All consents, permits and approvals of all Governmental                Entities or any
other third party required to be obtained in connection with the                Exchange
and the other transactions contemplated by this Agreement shall have                been
obtained and shall be in full force and effect.  







		    5.2.6.        Consent
of Certain parties in Privity with Witech. The holders of any                material
indebtedness of Witech, the lessors of any property leased by Witech,                and
the other parties to any other agreements to which Witech is a party, whose
               consent to the Exchange is required as set forth in the Witech Disclosure
               Schedule, shall, when and to the extent necessary in the reasonable
opinion of                IIS, have consented to the Exchange.  









		    5.2.7.        Combined
20-F Ready for Filing. The Combined 20-F shall be ready for                filing
with the SEC as confirmed by the Board of Directors of IIS; 







- 36 -










		    5.2.8.        Employees.
The individuals identified on Section 5.2.8(a) of the                Witech  Disclosure
Schedule  shall not have                ceased to be employed by Witech or
shall not have expressed an intention to                terminate his or her employment
with Witech or, when relevant, shall have                declined to accept employment
with IIS provided that such employment with IIS                shall be under their
existing terms with Witech.  







		    5.2.9.        No
Material Adverse Effect. Since the date of this Agreement,                there
shall not have occurred any Material Adverse Effect on Witech, and no
               event shall have occurred or circumstance shall exist that, in combination
with                any other events or circumstances, could reasonably be expected to
have a                Material Adverse Effect on Witech; provided, however, for
purposes of                this Section 5.2.9 a Material Adverse Effect shall not include
any loss of                revenues or sales and support personnel during the period from
the date hereof                to the Closing Date other than losses of revenues or sales
and support personnel                attributable to an event the occurrence or existence
of which would result in a                representation or warranty made by Witech in
this Agreement being untrue or                would result in the breach of a covenant
made by Witech in this Agreement.  







		    5.2.10.       Burdensome
Condition. Other than the Tax Ruling, there shall not have                     been
any action taken by any Governmental Entity, and there shall not have been
                    any legal requirement or order enacted, entered, enforced or deemed
applicable                     to the Exchange, that imposes or that seeks to impose any
restriction, condition                     or obligation upon IIS or Witech that could
reasonably be expected to adversely                     impact, in any material respect,
any of the anticipated benefits to IIS of the                     Exchange.  







		    5.2.11.       Witech
Shareholder Waiver. Each holder of Witech Shares will provide to
                    IIS the Witech Shareholder Waiver.  







		    5.2.12.       Witech
Option holder Waiver. Each holder of Witech Options will provide
                    to Witech and IIS an Undertaking, Release and Waiver in the form
attached hereto                     as Schedule 5.2.12.  







		    5.2.13.       Indemnification
Agreement. Each of the Witech Shareholders will have                     signed the
Indemnification Agreement in the form attached hereto as Schedule 5.2.13 .  







		    5.2.14.       Escrow
Agreement. The Shareholders Representative on behalf of the Witech
                    Shareholders and the Escrow Agent will have signed the Escrow
Agreement.  







- 37 -










		    5.2.15.       Tax
Ruling. IIS shall have received the Tax Ruling from the Israeli
                    Income Tax Authorities.  









		    5.2.16.       Employment
Agreements. Each ofthe Designated Executives will have
                    entered into the Designated Executives Employment Agreements.  







		    5.2.17.       Non
Compete. All the Witech Shareholders who are employees or consultants
                    of Witech or the Subsidiary (directly or through affiliates), as well
as                     officers and directors of Witech listed on Schedule 5.2.17                    hereto
shall deliver an executed non-compete undertaking with respect to
                    Witech’s business for a period of twenty-four months following
the Closing                     in the form attached hereto as Schedule 5.2.17.  







ARTICLE VI 



TERMINATION AND
ABANDONMENT 



         6.1.       
          Termination. Anything contained in this Agreement to the contrary
          notwithstanding, this Agreement may be terminated and the Exchange abandoned at
          any time (whether before or after the approval and adoption thereof by the
          stockholders of Witech) before the Closing Date: 



		    6.1.1.        By
Mutual Consent. By mutual written consent of IIS and Witech.  







		    6.1.2.        By
IIS Because of Conditions Precedent. By IIS, if there has been a
               breach by Witech of its representations, warranties, covenants, or
agreements                set forth in this Agreement if, as a result of such breach, the
conditions set                forth in Section 5.2 would not be satisfied, and
Witech fails to cure such                breach within 15 business days after written
notice thereof from IIS (except                that no cure period shall be provided for
any breach by Witech which by its                nature cannot be cured).  







		    6.1.3.        By
IIS Because of Material Adverse Change. By IIS, if there has been
               since December 31, 2006, a Material Adverse Change with respect to Witech
which                condition or event shall not have been ameliorated such that it no
longer                constitutes a Material Adverse Change within fifteen (15) business
days                following receipt by Witech of notice from IIS (except that no cure
period shall                be provided for any Material Adverse Change which by its
nature cannot be                cured); provided, however, for purposes of this
Section 6.1.3 a Material                Adverse Change shall not include any loss of
revenues or sales and support                personnel during the period from the date
hereof to the Closing Date other than                losses of revenues or sales and
support personnel attributable to an event the                occurrence or existence of
which would result in a representation or warranty                made by Witech in this
Agreement being untrue or would result in the breach of a                covenant made by
Witech in this Agreement.  







- 38 -










		    6.1.4.        By
Witech Because of Conditions Precedent. By Witech, if there has been a
               breach by IIS of any of its representations, warranties, covenants or
agreements                set forth in this Agreement if, as a result of such breach, the
conditions set                forth in Section 5.1 would not be satisfied, and IIS
fails to cure such                breach within 15 business days after written notice
thereof from Witech (except                that no cure period shall be provided for any
breach by IIS which by its nature                cannot be cured).  









		    6.1.6        By
IIS or Witech Because of Legal Proceedings. By IIS or Witech if (i) a statute,
rule, regulation or executive order shall have been enacted, entered or promulgated
prohibiting the consummation of the transactions contemplated hereby or (ii) an
order, decree, ruling or injunction shall have been entered permanently restraining,
enjoining or otherwise prohibiting the consummation of the transactions contemplated
hereby and such order, decree, ruling or injunction shall have become final and
non-appealable; provided, that the party seeking to terminate this Agreement pursuant to
this Section 6.1.5 shall have used its reasonable best efforts to remove such
injunction, order or decree.  







		    6.1.7.        By
IIS or Witech if Exchange not Effective by December 31, 2007. By
               either IIS or Witech and the Witech Shareholders, if all conditions to
               consummation of the Exchange shall not have been satisfied or waived on or
               before December 31, 2007, (or any other date agreed by IIS and Witech),
other                than as a result of a breach of this Agreement by the terminating
party.  







         6.2.       
          Termination by Board of Directors. An election of IIS to extend the
          period specified in Section 6.1.7 or to terminate this Agreement and abandon the
          Exchange as provided in Section 6.1 shall be exercised on behalf of IIS by
          its board of directors. An election of Witech to extend the period specified in
          Section 6.1.7 or to terminate this Agreement and abandon the Exchange as
          provided in Section 6.1 shall be exercised on behalf of Witech by its board
          of directors, and an election of the Witech Shareholders to terminate this
          Agreement and abandon the Exchange as provided in Section 6.1 shall be exercised
          by a resolution of the Witech Shareholders. 



    6.3        Effect
of Termination. Subject to Section 6.5, in the event of the termination and
abandonment of this Agreement pursuant to and in accordance with the provisions of Section 6.1
hereof, this Agreement shall become void and have no effect, without any liability on the
part of any party hereto (or its stockholders or controlling persons or directors or
officers in accordance with this agreement), and (ii) neither party shall be
released or relieved from any liability arising from the willful breach by such party of
any of its representations, warranties, covenants or agreements as set forth in this
Agreement.  



         6.4.       
          Waiver of Conditions. Subject to the requirements of any applicable law,
          any of the terms or conditions of this Agreement may be waived at any time by
          the party, which is entitled to the benefit thereof, by action taken by its
          board of directors, or to the extent such party is an individual, in writing by
          such individual. 



- 39 -










    6.5.           Consequences
of Termination. If this Agreement is terminated due to the           fact that the
Exchange is not consummated due to the failure of Witech and/or           the
Shareholders to receive a favorable tax ruling, without derogating from any
          other rights and remedies at law or according to any agreement and without
          releasing Witech from its obligation to repay the loans provided by IIS to
          Witech pursuant to the Loan Agreement dated April 17, 2007 and May_ 2007 and
any           other loan agreement between IIS and Witech and related documents according
to           their terms, in consideration for IIS’s efforts and investment of time
and           money in pursuing the Exchange, Witech will immediately issue to IIS five
          percent (5%) of the issued and outstanding share capital of Witech, on a fully
          diluted basis and the interest on such loans will be increased to LIBOR plus
10%           (or the maximum rate permitted by law, whichever is lower) retroactively to
the           date they were provided to Witech, and IIS will have the option for a
period of           sixty (60) days following termination of this Agreement to convert
all or part           of the loans provided by IIS to Witech (and interest thereon) to
Ordinary Shares           of Witech at a price per share reflecting a pre-conversion
Company valuation of           $5,000,000 on a fully diluted basis.  





ARTICLE VII 



ADDITIONAL AGREEMENTS 



    7.1       Registration
Statement. IIS will file a registration statement to register the Exchange Shares for
resale pursuant to the United States Securities Act of 1933 within one hundred and twenty
(120) days following the Closing and shall make its best efforts to have the registration
statement declared effective as soon as practical.  



    7.2       Issuance
of Options. Immediately prior to or at the Closing, IIS will grant stock options to
the senior management of Witech including the Designated Executives and other executives
designated by Witech and agreed by IIS, to purchase an aggregate of 2,300,000 shares of
IIS at an exercise price equal to the average trading price per share of the Exchange
Shares during the twenty (20) trading days prior to the Closing, vesting in eight (8)
semi-annual installments as long as each such executive continues to be employed by IIS.
It is intended that these options will be issued according to the capital gains route
under Section 102 of the Israeli Income Ordinance or in accordance with Section 3(i) of
theIsraeli Income Ordinance, as applicable. In addition, on or prior to the
Closing, IIS will increase the shares reserved for issuance to directors, employees,
consultants and service providers of IIS and its subsidiaries pursuant to its incentive
stock option plans by an additional 1,000,000 shares so that the total amount of shares
reserved for issuance pursuant to such plan will be 3,300,000.  



- 40 -











    7.3        Issuance
of warrants to IIS Shareholders. Each of the Witech Shareholders acknowledges and agrees
that, subject to and following compliance with applicable Israeli and United States
securities laws and regulations, IIS intends to issue to all shareholders of IIS at the
record date determined for the purpose of voting at the general meeting of shareholders
of IIS to be convened to approve this Agreement, warrants to purchase an aggregate of
4,600,000 Ordinary Shares of IIS nominal value NIS 0.003 per share, on a pro-rata basis
according to the percentage holding of each such shareholder in the issued and
outstanding share capital of IIS on such record date . These warrants will be exercisable
until the earlier of (i) five years from the date of issuance, and (ii) the closing of a
Transaction. A “Transaction” means each of (i) merger, acquisition or
reorganization of IIS with one or more other entities in which IIS is not the surviving
entity, or (ii) a sale of all or substantially all of the assets or shares of IIS. The
exercise price of each warrant shall be the average trading price per share of IIS’s
Ordinary Shares during the twenty trading days prior to the Closing. These warrants will
be non-transferable and non-exercisable until all applicable Israeli and United States
securities laws and regulations have been complied with in connection with the warrants
and the underlying shares, including without limitation, that a registration statement
covering the underlying shares is declared effective by the United States Securities and
Exchange Commission. Each of the Witech Shareholders understakes that such Witech
Shareholder will not oppose issuance of these warrants.  





    7.4        Legend
in Share Certificate. The Exchange Shares are characterized as “restricted
securities” under the US federal securities laws in asmuch as the Exchange Shares
are being acquired from IIS in a transaction not involving a public offering, and such
securities may be resold without registration under the Exchange Act only in certain
limited circumstances. It understands that the certificates evidencing the Exchange
Shares will be printed with legends restricting transfer except in compliance with
applicable securities laws in the form of the following or similar legend:  



        “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”), OR ANY
STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF
SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. COPIES OF THE AGREEMENT COVERING THE
PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY
WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE
COMPANY AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS SET OUT IN AN ESCROW AGREEMENT DATED ___,
2007. 



ARTICLE VIII 



MISCELLANEOUS 



         8.1.       
          Entirety. This Agreement, together with the Schedules hereto constitute
          the entire agreement between the parties with respect to the subject matter
          hereof, and all prior agreements between the parties with respect thereto are
          hereby superseded and replaced in their entirety. In order to remove doubt, it
          is expressly agreed and clarified that any loan agreements and related documents
          between IIS and Witech entered into prior to the Closing Date shall continue in
          full force and effect. 



- 41 -











         8.2.       
          Counterparts/Fax Signatures. Any number of counterparts of this Agreement
          may be executed and each such counterpart shall be deemed to be an original
          instrument, but all such counterparts together shall constitute but one
          instrument. Facsimile signatures shall be considered originals. 





         8.3.       
          Notices and Waivers. Any notice or waiver to be given to any party hereof
          shall be in writing and shall be delivered by courier, sent by facsimile
          transmission or registered or certified mail, postage prepaid. 



If to IIS:  



Addressed to: 

IIS 

Twin Towers, 33
Jabotinsky Street 

Ramat Gan 52511, Israel 

Attention: 

Facsimile: (972) 3 575 0595



with a copy (which shall not
constitute notice) to: 



Amit, Pollak, Matalon
& Co. 

17 Yitzhak Sadeh Street 

Tel Aviv, Israel 

Facsimile: 972-3-568-9001 

Attn: Ian Rostowsky, Adv. 



If to Witech:  



Addressed to: 

Witech Communications Ltd. 

17 Ha’atasia Street,
Or Yehuda 60212 



Attention: Charles Moss 

Facsimile: 972-3-5333868 



with a copy (which shall not
constitute notice) to: 



Fischer, Behar, Chen, Well, Orion and
Co. 

3 Daniel Frisch Street 

Tel Aviv, Israel 64731 

Facsimile: +972-3-
609-1116 

Attn: Ron Lehmann, Adv. 



- 42 -











and if to the Witech Shareholders to: 

Charles Moss 

(acting as the Witech
Shareholders  representative) 

c/o Witech Communications
Ltd. 

17 Ha’atasia Street, Or
Yehuda 60212 

Facsimile: 972-3-5333868 



        Any
communication so addressed and mailed by first-class registered or certified mail, postage
prepaid, shall be deemed to be received on the fifth business day after so mailed, and if
delivered by courier or facsimile to such address, upon delivery during normal business
hours on any business day together with proof of deliver in the case of courier or proof
of transmission in the case of facsimile. 



         8.4.       
          Captions. The captions contained in this Agreement are solely for
          convenient reference and shall not be deemed to affect the meaning or
          interpretation of any article, section, or paragraph hereof. 



         8.5.       
          Successors and Assigns. This Agreement shall be binding upon and shall
          inure to the benefit of and be enforceable by the successors and assigns of the
          parties hereto provided that no party may assign this agreement to any third
          party without the prior written approval of the other parties. 



         8.6.       
          Severability. If any term, provision, covenant or restriction of this
          Agreement is held by a court of competent jurisdiction to be invalid, void, or
          unenforceable, the remainder of the terms, provisions, covenants and
          restrictions shall remain in full force and effect and shall in no way be
          affected, impaired or invalidated. It is hereby stipulated and declared to be
          the intention of the parties that they would have executed the remaining terms,
          provisions, covenants and restrictions without including any of such which may
          be hereafter declared invalid, void or unenforceable. 



         8.7.       
          Applicable Law/Jurisdiction. This Agreement shall be governed by and
          construed and enforced in accordance with the laws of the State of Israel
          without regard to conflict of law principles thereof. The courts of Tel-Aviv
          will have exclusive jurisdiction in all matters relating to or arising out of
          this Agreement. 



         8.8.       
          Public Announcements. The parties agree that before the Closing Date that
          they shall consult with each other before the making of any public announcement
          regarding the existence of this Agreement, the contents hereof or the
          transactions contemplated hereby, and to obtain the prior approval of the other
          party as to the content of such announcement, which approval shall not be
          unreasonably withheld. However, the foregoing shall not apply to any
          announcement or written statement which, upon the written advice of counsel, is
          required by law to be made, except that the party required to make such
          announcement shall, whenever practicable, consult with and solicit prior
          approval from such other party concerning the timing and content of such legally
          required announcement or statement before it is made. 



- 43 -










         8.9.       
          Termination of MOA. The MOA shall terminate, if not earlier terminated in
          accordance with its terms, and be of no further effect as of the Closing Date
          and the parties shall have no obligations with respect thereto. 



    8.10        Business
Day. For purposes of this Agreement, the term “business day”refers to a day
in which the banks in Israel are open for business, excluding Friday.  



    8.11        Entire
Agreement. This Agreement constitute the entire agreement between the parties with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings, oral and written, between the parties. Any modification to this Agreement
must be done in writing, signed by IIS,Witech and the Witech Shareholders holding a
majority of the Witech Shares.  



    8.12        Payment
of Taxes. Each party hereto shall be solely responsible for all tax payments and
liabilities appluacle to such party relating to or arising out of this Agreement.  



- 44 -










    8.13        Definitions.
 The following terms are defined in the indicated place: 




	 			 
	 	Term  	Section  	 
	 	Agreement	Premises	 
	 	Applicable Environmental Laws	2.18.	 
	 	Bank Approval	2.2.2	 
	 	Combined 20-F	2.23	 
	 	Closing Date	1.2.	 
	 	Closing	1.2.	 
	 	Designated Executives	5.1.11	 
	 	Designated Executives Employment Agreements	5.1.11	 
	 	Exchange	Premises	 
	 	Exchange Shares	1.1	 
	 	Encumbrances	1.1.	 
	 	Escrow Agreement	5.1.9.	 
	 	Exchange Act	2.23.	 
	 	Executive Options	5.1.11	 
	 	Family	2.26	 
	 	Financial Statements	2.5.	 
	 	Governmental Entity	2.2.2.	 
	 	Grants	2.28.	 
	 	Intellectual Property	2.11.1.	 
	 	Indemnification Agreement	5.2.13	 
	 	IIS	Premises	 
	 	IIS Disclosure Schedule	3.2.2	 
	 	IIS Tax Returns	3.17.1	 
	 	IIS Tax	3.17.1	 
	 	Licenses	2.13.1.	 
	 	Marketing Agreements	2.13.2.	 
	 	Material Adverse Effect or Material Adverse Change	1.3.	 
	 	OCS	2.28.	 
	 	OCS Approval	2.2.2	 
	 	Person	4.4.3	 
	 	Proxy Statement	2.23	 
	 	Related Persons	2.26	 
	 	SEC	4.2.3.1	 
	 	Subsidiary	2.4	 
	 	Shareholders Representative	5.1.9	 
	 	Software Programs	2.11.1	 
	 	Technical Documentation	2.12	 
	 	Tax or Taxes	2.10.1.	 
	 	Tax Returns	2.10.1	 
	 	Technical Documentation	2.12.	 
	 	US GAAP	2.5	 
	 	Witech	Premises	 
	 	Witech Shares	Premises	 
	 	Witech Transactional Proposals	4.3.6	 
	 	Witech Disclosure Schedule	2.3	 
	 	Witech Plans	2.7.1	 
	 	Witech Share Certificate	1.5.4	 
	 	Witech Option Agreements	1.6.	 
	 	Witech Options	1.6.	 
	 	Witech Option Plans	1.6.	 
	 	Witech Shareholders	Premises	 
	 	Witech Shareholder Waiver	1.7	 
	 	Witech Third Party Consents	2.2.3	 







[Signature page follows] 



- 45 -














        IN
WITNESS WHEREOF, the parties hereto have caused this Share Exchange Agreement to be duly
executed as of the date first above written. 










			IIS INTELLIGENT INFORMATION SYSTEMS, LTD.



By: 
——————————————

Name:
Title:













			WITECH COMMUNICATIONS LTD.



By: 
——————————————

Name:
Title:





[Signature Pages of the Witech Shareholders Follow] 



- 46 -










SIGNATURE PAGE OF
WITECH SHAREHOLDERS 



SHARE EXCHANGE
AGREEMENT, dated as November 5, 2007, 

by and among I.I.S
Intelligent Information Systems Ltd., Witech Communications 

Ltd., (“Witech”) and the shareholders of
Witech 



Name of Shareholder:
_____________________________ 



Signature of Shareholder:
__________________________ 



Name of
Signatory:______________________________ 



The undersigned Notary/Attorney,
hereby confirms that ______________ appeared before me and signed above in my presence on
this ____ day of November. 2007. 



Name of Notary or
Attorney:____________________________ 



Signature of Notary or
Attorney: __________________________ 



License Number:
_____________________________________ 



Address:
____________________________________________ 



- 47 -










AMENDMENT NO. 1 (this “Amendment”)  



dated January 2, 2008 



to the 


SHARE EXCHANGE AGREEMENT (the "Agreement")  



Made and entered into on November 5, 2007 



by and among I.I.S Intelligent
Information Systems Ltd., an Israeli company (“IIS”), Witech
Communications Ltd., an Israeli company (“Witech”) and the shareholders
of Witech listed on Schedule 1.1 to the Agreement (the
“Witech Shareholders”). 



WHEREAS, the Agreement may be
amended pursuant to Section 8.11 thereof; 



The parties to the Agreement
agree as follows: 



     1.    
          Defined Terms. All capitalized terms used in this
          Amendment, which are not otherwise defined, shall have the meaning ascribed to
          such terms in the Agreement. 



     2.    
          Amendment to Agreement. The parties agree that the
          Agreement shall be amended as follows: 



	2.1 	The
Exchange will not take place in accordance with Section 103K of the Israeli Income Tax
Ordinance [New Version] and receipt of the Tax Ruling or any other tax ruling is not a
condition for Closing; provided, however, that this Amendment shall not preclude receipt
of a tax ruling that is acceptable to IIS and Witech. 






	2.2 	In
accordance with the foregoing, (i) the phrase “in accordance with Section 103K of
the Israeli Income Tax Ordinance [New Version]” in the first “Whereas”clause;
(ii) Section 5.1.10; (iii) Section 5.2.15; and (iv) other references to the “Tax
Ruling” or a tax ruling (including without limitation in Section 6.5 of the
Agreement) in the Agreement are hereby deleted. 






	2.3  	The
date of December  31, 2007  specified in Sections  1.2 and 6.1.7 of the  Agreement  will
be amended to  January 2, 2008;






	2.4 	The
Escrow Agreement attached as Schedule 5.1.9 to the Agreement shall
be replaced by the Escrow Agreement substantially in the form attached hereto (the “New
Escrow Agreement”);






	2.5  	The
period of one  hundred  and twenty  (120) days in Section  7.1 will be  extended  to one
 hundred  and          eighty (180) days;






	2.6 	Options
to purchase up to 190,680 shares of IIS granted in accordance with Section 7.2 of the
Agreement may be granted to current shareholders of Witech (in addition to the Designated
Executives and other employees of Witech ).






	2.7  	The
date of the Escrow Agreement in the legend in Section 7.4 will be "JANUARY ___, 2008";

















	2.8 	Notwithstanding
anything to the contrary in the Agreement, each Witech Shareholder signing this Amendment
agrees and undertakes that all such Witech Shareholder’s Exchange Shares shall be
held in escrow according to the New Escrow Agreement and, except for an amount of
Exchange Shares not exceeding 250,000 as shall be specified in writing in a notice from
the Shareholders’ Representative to IIS and except as may otherwise be agreed in
writing by IIS, such Witech Shareholder shall not directly or indirectly, (1) offer for
sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that
is designed to, or could be expected to, result in the disposition by any person at any
time in the future of), or (2) enter into any swap or other derivatives transaction that
transfers to another, in whole or in part, any of the economic benefits or risks of
ownership of, the Exchange Shares, whether any such transaction described in clause (1)
or (2) above is to be settled by delivery of Exchange Shares or other securities, in cash
or otherwise, or (3) publicly disclose the intention to do any of the foregoing, for a
period commencing on the date of the Closing and the ending twelve (12) months following
the Closing. 






     3.    
          Effectiveness of this Amendment. This Amendment shall
          become effective when signed by IIS, Witech and the Witech Shareholders holding
          a majority of the Witech Shares. 



     4.    
          Counterparts. This Amendment may be executed in any number
          of counterparts, each of which shall be deemed an original and enforceable
          against the parties actually executing such counterpart and all of which
          together shall constitute one and the same instrument. Fax signatures shall be
          considered originals. 



[signature pages follow]  














IN WITNESS WHEREOF, the
parties hereto have executed this Amendment as of the day and year first above-written. 




			IIS INTELLIGENT INFORMATION SYSTEMS LTD.



By: 
——————————————

Name:
Title:







			WITECH COMMUNICATIONS LTD.



By: 
——————————————

Name:
Title:







[Signature Pages of the
Witech Shareholders Follow]  














SIGNATURE PAGE OF WITECH
SHAREHOLDERS 



AMENDMENT # 1 TO SHARE
EXCHANGE AGREEMENT, dated as November 5, 2007,
by and among I.I.S Intelligent
Information Systems Ltd., Witech Communications Ltd., 
(“Witech”) and the shareholders of Witech 




Name of Shareholder:
_____________________________ 



Signature of Shareholder:
__________________________ 



Name of
Signatory:______________________________ 



Date: January ___, 2008