Exhibit 4.10


                   SHARE PURCHASE AND SHAREHOLDERS AGREEMENT
                   -----------------------------------------

         THIS SHARE PURCHASE AND SHAREHOLDERS AGREEMENT (this "Agreement")
made as of the 21st day of May, 2000, by and among, OfficeCore.Com Ltd.
(51-290897-1) a company limited by shares and formed and existing under the
laws of the State of Israel (the "Company"), the shareholders identified in
Schedule 1 hereto (the "Shareholders"), Mordechai Shemesh ID No. 058251414,
Yanki Avni I.D. 005051388, Yaniv Shemesh I.D. 059165274, Yuval Lubovitch I.D.
031842883, Dan Avni I.D. 029541216 and Misgav.Com Ltd. (51- 289274-6) a
company limited by shares and formed and existing under the laws of the State
of Israel (jointly and severally the "Founders") and Aryt Industries Ltd.
(52-003335-8) a company limited by shares and formed and existing under the
laws of the State of Israel (the "Purchaser") (the Company, Shareholders,
Founders and Purchaser shall be hereinafter collectively referred to as the
"Parties")

                             W I T N E S S E T H:

WHEREAS:    the Company is engaged, inter alia, as an Application Service
            Provider, in the development, manufacture and marketing of
            integrated web-based applications for document management and
            online collaboration (the "Line of Business"); and

WHEREAS:    the Board of Directors of the Company has decided to raise
            additional capital for the Company through the issuance of the
            Company's Preferred B Shares (the "Preferred B Shares"); and

WHEREAS:    the Purchaser desire to purchase a minimum of 800 and a maximum of
            2,000 Preferred B Shares of the Company (excluding the Preferred B
            Shares underling the Warrants) pursuant to the terms and
            conditions more fully set forth in this Agreement; and

WHEREAS:    the Parties have agreed that immediately following the First
            Closing they desire to make certain provisions as hereinafter set
            forth relating to the operation of the Company and the rights of
            its shareholders, including without limitation rights to purchase,
            transfer, encumber or otherwise acquire or dispose of the shares
            of the Company which they may own or may thereafter acquire and
            the rights of the Company to permit the transfer of or to issue
            any such shares; and

WHEREAS:    in consideration of the agreement of all of the Parties to enter
            into this Agreement, the Founders and the Shareholders agree to
            the termination of any existing Shareholders Agreement, if any
            (the "Existing Shareholders Agreement"), and that this Agreement
            shall supersede and replace the Existing Shareholders Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereby agree as follows:

1.   ISSUANCE OF SERIES B PREFERRED SHARES, AND WARRANTS
     ---------------------------------------------------

     1.1. Subject to the terms and conditions hereof and in reliance on the
          representations, warranties and covenants set forth herein, on each
          Closing Date (as defined below) the Company shall issue, sell and
          allot to the Purchaser, and the Purchaser shall purchase from the
          Company Series B Preferred Shares NIS 1 par value each of the
          Company at a price of Two Hundred and Fifty US dollars (US$ 250) per
          share (the "Purchase Price") (representing a Company's value of US$
          1,250,000 pre-money).

     1.2. In addition, on the First Closing, the Company shall issue to the
          Purchaser Nine Hundred Thirty Two (932) warrants to purchase
          additional Nine Hundred Thirty Two (932) Preferred B Shares
          (representing, together with the Preferred B Shares issued under
          this Agreement, 36.96% of the than outstanding share capital of the
          Company on a full dilution basis), at an aggregate purchase price of
          Three Hundred Thousand United States Dollars (US$300,000) (the
          "Exercise Price").

2.   CLOSINGS
     --------

     2.1. Time and Location
          -----------------

          The purchase and sale of the Preferred B Shares (excluding the
          Preferred B Shares underlying the Warrants) will take place at one
          or more closings (each a "Closing", the first being referred to as
          the "First Closing" and each additional closing, if any, being
          referred to as an "Additional Closing") at the offices of Rebhan,
          Mann & Co., 2 Bloch St. Tel-Aviv, on the Closing Date, or at such
          other location or on such other date as the Company and the
          Purchaser shall agree. Subject to the satisfaction (or waiver) of
          the conditions thereto set forth in this Agreement, the date and
          time of the issuance and sale of the Preferred B Shares and the
          Warrants pursuant to this Agreement (the "Closing Date") shall be
          (i) in the case of the First Closing, June 15, 2000, and (ii) in the
          case of each Additional Closing, if any, on such date as determined
          pursuant to Section 2.5.

     2.2. The Closing
          -----------

          All actions at each Closing and all transactions occurring at each
          Closing shall be deemed to take place simultaneously and no
          transactions shall be deemed to have been completed or any document
          delivered until all such transactions have been completed and all
          required documents delivered.

     2.3. Purchaser Actions
          -----------------

          At the First Closing, the Purchaser shall deliver or cause to be
          delivered to the Company:

          2.3.1. A check on the amount of the Purchase Price for the Purchase
                 of 800 Preferred B Shares (less US$ 43,000 which were given
                 to the Company as a loan and on the First Closing Date are
                 being converted to Purchase Price) to the order of the
                 Company payable in NIS in accordance with the then known
                 representative rate of the US$ as published by the Bank of
                 Israel; and

          2.3.2. a counterpart of this Agreement and any ancillary agreements
                 referred to herein duly executed by the Purchaser; and

          2.3.3. a written notice appointing the Preferred B Shares'
                 representatives to the Company's Board of Directors (the
                 "Board of Directors") in the manner contemplated in Section
                 7.6 below; and

          2.3.4. A confirmation from Rebhan, Mann & Co. (the "Trustee") in the
                 form of Schedule 2.3.4 (stating that the Company had
                 deposited with the Trustee a check on the amount of $300,000
                 as a security for the payment of the Purchase Price to be
                 paid on the Additional Closing under the terms of Section
                 2.5.2.hereinbelow).

     2.4. Company Actions
          ---------------

          At or prior to the First Closing, the Company shall deliver or cause
          to be delivered to the Purchaser:

          2.4.1. a copy of a resolution of the Company's shareholders in the
                 form attached hereto as Schedule 2.4.1(a) by which: (i) the
                 execution of this Agreement and all the transactions
                 contemplated hereby, and the performance of the Company's
                 obligations hereunder have been fully approved; and (ii) the
                 Articles of Association of the Company have been amended as
                 outlined in Schedule 2.4.1(b) (the "Amended Articles"); the
                 Company shall notify the Israeli Registrar of Companies of
                 the resolutions mentioned in this Section 2.4.1 promptly
                 after the Closing and shall deliver a copy of such notice to
                 the Purchaser's counsel;

          2.4.2. a copy of a resolution of the Company's Board of Directors
                 approving (i) the Company's execution and performance of this
                 Agreement, and (ii) the issuance by the Company to the
                 Purchaser of the Preferred B Shares, and Warrants and all
                 transactions contemplated hereby, in the form attached hereto
                 as Schedule 2.4.2;

          2.4.3. a certificate duly executed by the Chief Executive Officer of
                 the Company, dated as of the date of the Closing, in the form
                 attached hereto as Schedule 2.4.3 (the "Compliance
                 Certificate");

          2.4.4. an opinion of the Company's legal counsel in the form
                 attached hereto as Schedule 2.4.4 (the "Opinion");

          2.4.5. validly executed share certificate covering the 800 Preferred
                 B Shares, issued on the name of the Purchaser, together with
                 a copy of the issuance deed as filed with the Stamp Tax
                 Authorities and the Registrar of Companies in the form
                 attached hereto as Schedule 2.4.5; and

          2.4.6. validly executed employment, confidentiality and
                 non-competition agreements between the Company and the key
                 employees listed in Schedule 2.4.6.(a) (the "Key Employees"),
                 in the form attached hereto as Schedule 2.4.6.(b), pursuant
                 to which the Key Employees undertake to provide their
                 services on a full time basis to the Company until April 30,
                 2004 or thereafter; and

          2.4.7. validly executed Warrant for the purchase of additional 932
                 Preferred B Shares issued on the name of the Purchaser, in
                 the form attached hereto as Schedule 2.4.7; and

          2.4.8. validly executed Management Agreement between the Company and
                 the Purchaser in the form attached hereto as Schedule 2.4.8;

     2.5. Additional Closings
          -------------------

          2.5.1. Upon the fulfillment of the conditions specified on Schedule
                 2.5.1 the Company shall call for Additional Closing and the
                 Purchaser shall be under the obligation to purchase 1,200
                 additional Preferred B Shares. The Company shall exercise
                 such option by delivering to the Purchaser and the Trustee a
                 written notice, not less than five business days prior to the
                 applicable Closing Date, (A) stating the date on which the
                 conditions in Schedule 2.5.1. were satisfied; and (B)
                 specifying the Closing Date.

          2.5.2. In case the conditions specified on Schedule 2.5.1 shall not
                 be fulfilled until January 31, 2001, the Purchaser shall have
                 the option, to be exercised until that date, to purchase, at
                 one or more Additional Closings, up to 1,200 additional
                 Preferred B Shares. The Purchaser may elect to exercise such
                 option, in whole or in part, by delivering to the Company a
                 written notice, not less than five business days prior to the
                 applicable Closing Date, specifying (A) the Closing Date and
                 (B) the total number of Preferred B Shares to be purchased at
                 such Additional Closing.

          2.5.3. On such Additional Closing Date, (A) the Purchaser, or the
                 Trustee, as the case may be, shall deliver to the Company an
                 amount equal to the Purchase Price multiplied by the number
                 of Preferred B Shares being purchased at such Closing
                 (payable in NIS in accordance with the then known
                 representative rate of the US$ as published by the Bank of
                 Israel), (B) the Company shall issue and deliver to the
                 Purchaser a certificate representing such Preferred B Shares
                 together with a copy of the issuance deed as filed with the
                 Stamp Tax Authorities and the Registrar of Companies and (C)
                 the Company and the Purchaser shall execute and deliver a
                 cross-receipt acknowledging such purchase and sale; provided
                 however that the Trustee shall be under the obligation to
                 transfer not more than the funds held by him at that time.

3.   REPRESENTATIONS AND WARRANTIES OF COMPANY AND FOUNDERS
     ------------------------------------------------------

     Each of the Company and Founders, hereby jointly and severally,
     represents and warrants to the Purchaser, and acknowledges that the
     Purchaser is entering into this Agreement in reliance thereon, as
     follows:

     3.1. Organization
          ------------

          The Company is duly organized and validly existing under the laws of
          the State of Israel, and has full corporate power and authority to
          own, lease and operate its properties and assets, and to conduct its
          business as now being conducted and as proposed to be conducted in
          accordance with the Business Plan, attached as Schedule 3.1 hereto.
          The Company has all requisite power and authority to execute and
          deliver this Agreement, and the other agreements contemplated hereby
          or which are ancillary hereto, and to consummate the transactions
          contemplated hereby and thereby. Copy of the Articles of Association
          (the "Articles of Association") of the Company as of the date hereof
          is attached hereto as Schedule 3.1. The Company has not taken any
          action, or, has not failed to take any action, which action or
          failure would preclude or prevent the Company, from conducting its
          respective business after the Closing in substantially the manner
          heretofore conducted. The Company has all material franchises,
          permits, licenses, and any similar authority necessary for the
          conduct of its business as now being conducted and as proposed to be
          conducted by it in accordance with the Business Plan, the lack of
          which could materially adversely affect business, properties, or
          financial condition. The Company is not in material default under
          any of such franchises, permits, licenses, or other similar
          authority.

     3.2. Share Capital
          -------------

          The registered share capital of the Company is Thirty Nine Thousand
          One Hundred New Israeli Shekels (NIS 39,100) divided into: (i)
          Thirty Six Thousand One Hundred (36,100) Ordinary A Shares of a
          nominal value of NIS 1 each (the "Ordinary A Shares"); and (ii)
          Three Thousand (3,000) Preferred B Shares of a nominal value of NIS
          1 each (the "Preferred B Shares"). Of the Ordinary A Shares (i) Four
          Thousand Seven Hundred and Fifteen (4,715) are issued and
          outstanding; and (ii) Two Hundred and Eighty Five (285) are reserved
          for issuance to the Company's employees under the Company's Stock
          Option Plan.

          Schedule 3.2 describes all undertakings or commitments to any
          employees, former employees, directors or contractors of the Company
          concerning grants or issuance of shares in the Company or options to
          purchase such shares made by the Company or any director or officer
          of the Company and the number of Ordinary Shares reserved for future
          grants or issuances of shares in the Company or options to purchase
          shares in the Company to any such former employees, employees,
          directors, consultants or contractors. Except for the transactions
          contemplated by this Agreement and except as described in Schedule
          3.2, there are no other share capital, pre-emptive rights,
          convertible securities, outstanding warrants, options or other
          rights to subscribe for, purchase or acquire from the Company any
          share capital of the Company and there are not any contracts or
          binding commitments providing for the issuance of, or the granting
          of rights to acquire, any share capital of the Company or under
          which the Company is, or may become, obligated to issue any of its
          securities.

          Except as set forth in this Agreement the Company is not under any
          obligation to register for trading on any securities exchange any of
          its currently outstanding securities or any of its securities which
          may hereafter be issued.

          Since its date of incorporation, there has been no declaration or
          payment by the Company of dividends, or any distribution of any
          assets of any kind to any of its shareholders in redemption of or as
          the purchase price for any of the Company's securities.

     3.3. Ownership of Shares
          -------------------

          A complete and correct list of the shareholdings including all
          warrants and options for the issuance of share capital of the
          Company immediately prior to and following the Closing is set forth
          in Schedules 3.3(a) and (b) respectively. The individuals and
          entities identified in Schedule 3.3(a) as the shareholders and
          option holders of the Company, immediately prior to the Closing are
          the lawful owners of all of the issued and outstanding share capital
          and options of the Company and none of the said individuals and
          entities owns any other shares, options or other rights to subscribe
          for, purchase or acquire any security of the Company. All issued and
          outstanding share capital of the Company was duly authorized, and
          validly issued and outstanding and fully paid and non-assessable.

     3.4. Directors, Officers
          -------------------

          The directors of the Company are Mordechai Shemesh, Dan Avni, Yanki
          Avni, Yanive Shemesh and Yuval Lubovitz. The sole officer of the
          Company is Mordechai Shemesh. Except for the agreements attached and
          listed in Schedule 3.4, neither the Company nor its Shareholders are
          party to any agreement, obligation or commitment, with respect to:
          (i) the election of any individual or individuals to the Board; (ii)
          any voting agreement or other arrangement among the Company's
          shareholders; or (iii) any compensation to be provided to any of the
          Company's directors, officers or shareholders.

     3.5. Financial Statements
          --------------------

          The Company was established on 3 February, 2000 and has no financial
          statements. Except as expressed in Schedule 3.5(a), the Company has
          no material liabilities, debts or obligations, whether accrued,
          absolute or contingent. As of 31 March, 2000, the total Company's
          liabilities are as set forth in Schedule 3.5(b) (excluding
          liabilities as a result of, or in connection with, this Agreement).
          Except as set forth in Schedule 3.5(c) since its inception the
          Company has operated in the ordinary and usual course of business,
          and there has not been to the best of their knowledge, information
          and belief:

          (i)   any damage, destruction or loss, whether or not covered by
                insurance, materially and adversely affecting the assets,
                properties, condition (financial or otherwise), operating
                results, prospects or business of the Company (as such business
                is presently conducted and as it is proposed to be conducted in
                accordance with the Business Plan);

          (ii)  any waiver by the Company of a valuable right; or

          (iii) any event or condition of any character that would materially
                adversely affect the assets, properties, condition (financial
                or otherwise), prospects or business of the Company (as such
                business is presently conducted and as it is proposed to be
                conducted).

     3.6. Authorization; Approvals
          ------------------------

          All corporate action on the part of the Company necessary for the
          authorization, execution, delivery, and performance of all its
          obligations under this Agreement has been (or will be) taken prior
          to the Closing. This Agreement, when executed and delivered by or on
          behalf of the Company at the Closing, shall constitute the valid and
          legally binding obligations of the Company, legally enforceable
          against the Company in accordance with its terms. No consent,
          approval, order, license, permit, action by, or authorization of or
          designation, declaration, or filing with any governmental authority
          on the part of the Company is required that has not been, or will
          not have been, obtained by the Company prior to the Closing in
          connection with the valid execution, delivery and performance of
          this Agreement.

     3.7. Compliance with Other Instruments
          ---------------------------------

          Except as otherwise set forth in Schedule 3.7, the Company is not in
          default: (a) under its Articles of Association ("Governing
          Instruments"); (b) under any material note, indenture, mortgage,
          lease, agreement, contract, purchase order or other instrument,
          document or agreement to which the Company is a party or by which it
          or any of its property is bound or affected (the "Agreements"); or
          (c) with respect to any law, statute, ordinance, regulation, order,
          writ, injunction, decree, or judgment of any court or any
          governmental department, commission, board, bureau, agency or
          instrumentality, domestic, or with respect to countries in which the
          Company operates, including but not limited to the Companies Law
          1999, (the "Laws and Regulations"), which default, in any such case
          described above, would materially adversely affect or in the future
          is reasonably likely to materially adversely affect the Company's
          business, condition (financial or otherwise), affairs, operations or
          assets. No third party is in default under agreements to which the
          Company is a party or by which it or any of its property is
          affected. To the best of the Company's and the Founder's information
          knowledge and belief, the Company, is not a party to or bound by any
          order, judgment or decree of any governmental authority, agency,
          court, tribunal or arbitrator.

     3.8. No Breach
          ---------

          Except as described in Schedule 3.8 hereto, as of the Closing,
          neither the execution and delivery of this Agreement nor compliance
          by the Company with the terms and provisions hereof, will conflict
          with, or result in a material breach or violation of, any of the
          terms, conditions or provisions of the Governing Instruments,
          Agreements or Laws and Regulations, as such terms are defined in
          Section 3.7 above. Such execution, delivery and compliance will not:
          (a) give to others any rights, including rights of termination,
          cancellation or acceleration, in or with respect to any agreement,
          contract or commitment referred to in this paragraph, or to any of
          the properties of the Company; or (b) otherwise require the consent
          or approval of any person, which consent or approval has not
          heretofore been obtained.

     3.9. Records
          -------

          Except as described in Schedule 3.9, the complete minute book of the
          Company which has been provided to the Purchaser contains accurate
          and complete copies of the minutes of every meeting of the Company's
          shareholders and board of directors (and any committee thereof) at
          which resolutions were adopted which concerned any subject material
          to the Company's business or which concerned the Company's shares,
          shareholders, employees or directors. The corporate records of the
          Company have been maintained in accordance with all applicable
          statutory requirements and are complete and accurate in all material
          respects.

    3.10. Ownership of Assets
          -------------------

          Complete and correct copies of leases and licenses of property
          leased or licensed to the Company are listed in Schedule 3.10
          hereto. Except as set forth in Schedule 3.10 hereto: (i) the Company
          has good and marketable title to all of the properties and assets,
          both real and personal, tangible and intangible, that it purports to
          own, including the properties and assets reflect on the Financial
          Statements, and it is not subject to any mortgage, pledge, lien,
          security interest, conditional sale agreement, encumbrance or charge
          except routine statutory liens securing liabilities not yet due and
          payable and minor liens, encumbrances, restrictions, exceptions,
          reservations, limitations and other imperfections which do not
          materially detract from the value of the specific asset affected or
          the present use of such asset; and (ii) the Company is not in
          default or in breach of any material provision of its leases or
          licenses and holds a valid leasehold or licensed interest in the
          property it leases or that is licensed to it.

    3.11. Intellectual Property and Other Intangible Assets
          -------------------------------------------------

          3.11.1. Schedule 3.11.1(a) is a full and complete list of all of the
                  intellectual property which the Company owns or has the
                  right to use, including all patents, trademarks, service
                  marks, trade names and copyrights, and applications,
                  licenses and rights with respect to the foregoing, and all
                  trade secrets, including know-how, inventions, designs,
                  processes, works of authorship, computer programs and
                  technical data and information (collectively herein
                  "Intellectual Property") used and sufficient for use in the
                  conduct of its business as now conducted (including, without
                  limitation, the development, manufacture, operation and sale
                  of all products and services sold by the Company). Except as
                  detailed in Schedule 3.11.1(b), (i) all of the Intellectual
                  Property is free and clear of all liens, claims and
                  restrictions, without infringing upon or violating any
                  right, lien, or claim of others, including without
                  limitation former employees and former employers of the past
                  and present employees of the Company, and (ii) the Company
                  is not obligated, nor is under any liability whatsoever to
                  make any payments by way of royalties, fees or otherwise to
                  any owner or licensee of, or other claimant to, any patent,
                  trademark, service mark, trade name, copyright or other
                  intangible asset, with respect to the use thereof or in
                  connection with the conduct of its business or otherwise.

          3.11.2. Except as set forth in Schedule 3.11.2(a) any and all
                  Intellectual Property of any kind currently being developed
                  by any employee of the Company while in the employ of the
                  Company, is the property solely of the Company. The Company
                  has taken reasonable security measures to protect the
                  secrecy, confidentiality and value of all the Intellectual
                  Property, which measures are satisfactory to the Company's
                  management and board of directors. As of the Closing each of
                  the Company's employees will be party to non-disclosure,
                  invention assignment and non-compete undertakings. True and
                  correct copies of all agreements regarding ownership and
                  treatment of Intellectual Property with each of the
                  Company's employees and other persons who, either alone or
                  in concert with others, developed, invented, discovered,
                  derived, programmed or designed the Intellectual Property,
                  or who have or had knowledge of or access to information
                  about the Intellectual Property and whose names are listed
                  in Schedule 3.11.2(b), and who have entered into such
                  agreements with the Company have been delivered to the
                  Purchaser and all such agreements are in form and substance
                  satisfactory to the Company's management.

          3.11.3. The Company has not received any communications alleging
                  that the Company has violated or by conducting its business
                  as proposed, would violate, any of the patents, trademarks,
                  service marks, trade names, copyrights or trade secrets or
                  other proprietary rights of any other person or entity. None
                  of the Company's employees, to the best of the Company's and
                  the Founders knowledge, information and belief, is obligated
                  under any contract (including licenses, covenants or
                  commitments of any nature) or other agreement, or subject to
                  any judgment, decree or order of any court or administrative
                  agency, that would interfere with the use of such employee's
                  best efforts to promote the interests of the Company that
                  would conflict with the Company's business as conducted and
                  as proposed to be conducted.

    3.12. Taxes
          -----

          Except as set forth in Schedule 3.12, the Company has accurately
          prepared and timely filed all income, property, "value added",
          payroll and other tax returns and filings that are required to be
          filed by them (the "Tax Returns") and have paid or made provision
          for the payment of all amounts due pursuant to such returns. The Tax
          Returns are true and complete in all material respects. No
          deficiency assessment or proposed adjustment of income or payroll
          taxes of the Company is pending and the Company has no knowledge, of
          any proposed liability for any tax to be imposed.

    3.13. Contracts
          ---------

          Schedule 3.13 contains a true and complete list of all material
          contracts and agreements (the "Material Contracts") to which the
          Company is a party or by which its property is bound. Each of the
          Material Contracts is in full force and effect, and neither the
          Company nor any other party thereto is in material breach thereof.
          True and correct copies of each of the Material Contracts have been
          delivered to the Purchaser.

          For the purpose hereof the term "Material" shall include any
          undertaking whose aggregate value exceeds $12,000.

    3.14. Litigation
          ----------

          3.14.1. Except as described in Schedule 3.14.1(a), no action,
                  proceeding or governmental inquiry or investigation is
                  pending or, to the Company's and the Founders' best
                  knowledge, threatened against the Company or to the best of
                  the Company's and the Founders' knowledge against any of the
                  Company's officers, directors or employees (in their
                  capacity as such) or any of the Company's properties before
                  any court, arbitration board or tribunal or administrative
                  or other governmental agency, nor is the Company aware that
                  there is any basis for the foregoing. The foregoing
                  includes, to the Company's and the Founders' best knowledge,
                  without limiting its generality, actions pending or
                  threatened involving the prior employment of any of the
                  Company's employees or use by any of them in connection with
                  the Company's business of any information, property or
                  techniques allegedly proprietary to any of their former
                  employers. Except as described in Schedule 3.14.1(b), the
                  Company is not a party or subject to the provisions of any
                  order, writ, injunction, judgment or decree of any court or
                  governmental agency or instrumentality. There is no action,
                  suit, proceeding or investigation by the Company currently
                  pending or that the Company intends to initiate.

          3.14.2. Except as described in Schedule 3.14.2 no action, proceeding
                  or governmental inquiry or investigation is pending, or to
                  the Company's and the Founders' best knowledge, threatened
                  against the Company, which might have a material adverse
                  effect on the Company, before any court, arbitration board
                  or tribunal or administration or other governmental agency.

    3.15. No Public Offer
          ---------------

          Neither the Company nor anyone acting on their behalf has offered
          securities of the Company, for issuance or sale to, or solicit any
          offer to acquire any of the same from, anyone so as to make issuance
          and sale of the Preferred B Shares hereunder a public offering under
          the US Securities Act of 1933 or the Securities Exchange Act of
          1934, as amended or not exempt from the prospectus publication
          requirements of the Israeli Securities Law 1968. None of the issued
          and outstanding shares of the Company have been offered or sold in
          such a manner as to make the issuance and sale of such shares not
          exempt from such registration requirements, and all such shares have
          been offered and sold in compliance with the Israeli securities
          laws.

    3.16. Interested Party Transactions
          -----------------------------

          Except as set forth in Schedule 3.16, no officer or shareholder or
          director of the Company, or any affiliate of any such person, entity
          or the Company, has or has had, either directly or indirectly: (a)
          an interest in any person or entity which: (i) furnishes or sells
          services or products which are furnished or sold or are proposed to
          be furnished or sold by the Company; or (ii) purchases from or sells
          or furnishes to the Company any goods or services; or (b) a
          beneficial interest in any contract or agreement to which the
          Company is a party or by which it may be bound or affected. There
          are no existing material arrangements or proposed material
          transactions between the Company and any officer, director, or
          holder of more than 5% of the issued share capital of the Company,
          or, to the best of the Company's and the Founders' knowledge, any
          affiliate or associate of any such person. Except as detailed in
          Schedule 3.16, no employee, shareholder, officer, or director of the
          Company is indebted to the Company, nor is the Company indebted (or
          committed to make loans or extend or guarantee credit) to any of
          them, except for the reasonable advances to employees, for out of
          pocket expenses in the ordinary course of business.

    3.17. Employees
          ---------

          As of the date hereof, except as set forth in Schedule 3.17(a), the
          Company, has no deferred compensation or stock option plan covering
          any of its officers or employees (including any employee benefit
          plans).

          Except as described in Schedule 3.17(b), the issuance and sale of
          the Preferred B Shares will not give any employee the right to
          terminate his employment and receive severance or other payments
          from the Company or result in the acceleration or vesting of any
          outstanding option or option share issued by the Company.

          To the best of the Company's and the Founders' knowledge, neither
          the Founders nor any employee of the Company is in violation of any
          term of any employment contract, patent or other proprietary
          information disclosure agreement, or any other contract or
          agreement, relating to the right of any such employee to be employed
          by the Company because of the nature of the business conducted or
          proposed to be conducted by the Company or any other reason, and the
          continued employment by the Company of its respective present
          employees will not result in any such violation.

          Except as set forth in Schedule 3.17(c), the Company made all
          payments and withheld all such monies as is required under the
          Israeli laws for the benefits of its employees. The Company has made
          all payments to the National Insurance Institute for and on behalf
          of its employees.

    3.18. No Unlawful Payments
          --------------------

          Neither the Company nor any of the Founders, nor any director,
          officer, agent or employee of any such person, or to the best of the
          Company's and the Founders' knowledge, any other person associated
          with or acting for or on behalf of the Company, has directly or
          indirectly (a) made any unlawful contributions, gift, bribe, rebate,
          payoff, influence payment, kickback, or other payment to any person,
          private or public, regardless of form, whether in money, property or
          services, (i) to obtain favorable treatment in securing business,
          (ii) to pay for favorable treatment for business secured, or (iii)
          to obtain special concessions or special concessions already
          obtained, for or in respect of the Company, or (b) established or
          maintained any fund or asset that has not been recorded in the books
          and records of the Company, or (c) taken any other action in
          violation of any law of the State of Israel.

    3.19. Insurance
          ----------

          The Company has insurance policies as detailed in Schedule 3.19.

    3.20. Finders Fee
          -----------

          No agent, broker, investment banker, person or firm acting in a
          similar capacity on behalf of or under the authority of the Company
          is or will be entitled to any broker's or finder's fee or any other
          commission or similar fee, directly or indirectly, on account of any
          action taken by the Company in connection with any of the
          transactions contemplated under the Agreement.

    3.21. Year 2000 Compliance
          --------------------

          The Company warrants that the Company's products and or software
          (the "Software") is "Year 2000 Compliant", which means the Software
          is designed to:

          3.21.1. correctly and unambiguously handle and process date
                  information before, during and after 1 January 2000. This
                  includes, but is not limited to, accepting date input,
                  providing date output, storing and retrieving dates and the
                  ability to perform calculations on dates or portions of
                  dates.

          3.21.2. correctly process functions that are programmed to commence
                  and/or end on a particular date, including, but not limited
                  to month-end, year-end, leap year and any combination
                  thereof, irrespective of the change in the century
                  identifier; and

          3.21.3. the Software responds to two-digit year date input in a way
                  that resolves the ambiguity as to the century in a
                  disclosed, defined and predetermined manner; and to store
                  and provide output of date information in ways that are
                  unambiguous as to the century.

          3.21.4. The Company's computer system and software or the Company or
                  its customers were not and shall not be affected by the year
                  2000 issues.

    3.22. Business Plan
          -------------

          The business plan attached in Schedule 3.23 (the "Business Plan")
          fully reflects the business conducted and proposed to be conducted
          by the Company. The Business Plan has been prepared in good faith
          and with reasonable professional care by the Company and the
          Founders, and such parties are not aware of any information that
          renders the Business Plan untrue or incomplete in any material way.
          The Parties are aware that the Business Plan is based upon various
          estimations and assumptions, the materialization of which is
          uncertain and cannot be guaranteed. Nevertheless, as of the date
          hereof and the Closing Date, the Company does not know of any
          material fact which contradicts such estimation and assumption in
          any material way.

    3.23. Full Disclosure
          ---------------

          Neither this Agreement nor any agreement or document made or
          delivered by the Company or the Founders in connection herewith
          contains any untrue statement of a fact or omits to state a fact
          necessary to make the statements herein or therein not misleading.
          The representations and warranties of the Company, and the Founders
          as set forth hereinabove fully and accurately reflect the conditions
          and state of the Company and they contain substantially all
          information and data known to the Company and/or the Founders which
          are or might be relevant to a third party who is considering to make
          transactions identical to the transaction contemplated hereby.

    3.24. Effectiveness; Survival; Indemnification
          ----------------------------------------

          Each representation and warranty herein is deemed to be made on the
          date of this Agreement and at each Closing Date. In the event of any
          breach or misrepresentation of any covenant, warranty or
          representation made by the Company under this Agreement, the
          Company, and the Founders jointly and severally shall indemnify the
          Purchaser and hold him harmless from any and all actual liquidated
          loss, damage, liability and reasonable expense (including reasonable
          legal fees and costs), excluding any liability for consequential
          loss or loss of profit sustained or incurred by the Purchaser as a
          result of or in connection with said breach or misrepresentation
          provided that such losses exceed in the aggregate sum of US$ 25,000.
          Notwithstanding, any other provision of this Agreement to the
          contrary, the liability under this Section to the Purchaser shall be
          limited to the amount of the total purchase price paid by the
          Purchaser for the Preferred B Shares purchased by it under this
          Agreement and the Warrants, if exercised, plus interest of 10% per
          year, and may arise upon written notice to the Company with respect
          to all representations, except those set forth in Sections 3.2,
          ("Share Capital") and 3.11 ("Intellectual Property"), only during a
          period of thirty-six (36) months, beginning at the Closing. The
          liability with respect to sections 3.2 and 3.11 shall be for a
          period of seven (7) years beginning at the Closing. The Parties
          agree that this Section 3.25 shall constitute a separate agreement
          for the requirements of Section 19 of the Israeli Limitations Law,
          1958.

4.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
     -----------------------------------------------

     The Purchaser hereby represents and warrants to the Company as follows:

     4.1. Organization
          ------------

          It is duly organized, validly existing and in good standing under
          the laws of the State of Israel.

     4.2. Enforceability
          --------------

          This Agreement and the agreements to be executed by the Purchaser
          under this Agreement, when executed and delivered by the Purchaser,
          will constitute the valid, binding and enforceable obligations of
          the Purchaser, legally enforceable against the Purchaser in
          accordance with its terms, except: (i) as limited by applicable
          bankruptcy, insolvency, reorganization, moratorium, and other laws
          of general application affecting enforcement of creditors' rights
          generally; and (ii) as limited by laws relating to the availability
          of specific performance, injunctive relief, or other equitable
          remedies.

     4.3. Authorization
          -------------

          The execution, delivery and performance of the obligations of the
          Purchaser hereunder have been duly authorized by all necessary
          corporate action prior to the Closing and would not be precluded
          under any agreement or restrictive covenant entered into by the
          Purchaser. No legal, contractual or other impediment known to the
          Purchaser would prevent him from entering into and fully complying
          with his obligations herein.

     4.4. High Risk Investment
          --------------------

          The Purchasers have the requisite knowledge and experience in
          financial and business matters to be capable of evaluating the
          merits and risks of an investment in the Company and recognize that
          the purchase of the Preferred B Shares involves a high degree of
          risk in that, among other things: (i) an investment in the Company
          is highly speculative, and only investors who can afford the loss of
          their entire investment should consider investing in the Company;
          and (ii) the Business Plan has been reviewed and approved by the
          Purchaser, and the Purchaser is aware that the Business Plan is
          based upon various estimations and assumptions, the materialization
          of which is uncertain and cannot be guaranteed.

     4.5. Transferability and Market for the Shares
          -----------------------------------------

          The Purchaser warrants and represents that: (i) it is not acquiring
          the Preferred B Shares with a short term view to, or for resale in
          connection with, any distribution thereof; (ii) the transferability
          of the Preferred B Shares is extremely limited; (iii) no public
          market now exists for any of the Preferred B Shares and there is no
          assurance that a public market will ever exist for such shares; (iv)
          none of the Preferred B Shares have been registered under the
          securities laws of the United States or Israel or the laws of any
          other jurisdiction, and the Purchaser agree that the Preferred B
          Shares may not be sold, offered for sale, transferred, pledged,
          hypothecated or otherwise disposed of except in compliance with
          applicable law; and (v) the Purchaser has read the representations
          and schedules set forth in Section 3 and is entering into this
          Agreement in reliance thereon.

     4.6. Financial Resources
          -------------------

          The Purchaser has the present financial resources required to
          fulfill all of its financial obligations hereunder.

     4.7. Full Disclosure
          ---------------

          Neither this Agreement nor any certificate made or delivered in
          connection herewith contains any untrue statement of a material fact
          or omits to state a material fact necessary to make the statements
          herein or therein not misleading, in view of the circumstances in
          which they were made.

          The foregoing representations, agreements and undertakings and
          acknowledgments are made by the Purchaser with the intent that they
          be relied upon in determining its suitability as a purchaser of the
          Preferred B Shares and the Purchaser hereby agrees that such
          representations, agreements, undertakings and acknowledgments are
          made as of the date of the Closing, and shall survive thereafter for
          a period of 36 months.

5.   CONDITIONS PRECEDENT TO CLOSING BY THE PURCHASER
     ------------------------------------------------

     The obligations of the Purchaser to purchase the Preferred B Shares and
     pay the Purchase Price at the Closings are subject to the fulfillment at
     or before the relevant Closing of the following conditions precedent, any
     one or more of which may be waived in whole or in part by the Purchaser,
     which waiver shall be at the sole discretion of the Purchaser:

     5.1. Representations and Warranties
          ------------------------------

          The representations and warranties made by the Company and the
          Founders in this Agreement shall have been true and correct when
          made, and shall be true and correct as of each Closing as if made on
          the date of such each Closing.

     5.2. Covenants
          ---------

          All covenants, agreements, and conditions contained in this
          Agreement to be performed or complied with by the Founders and the
          Company, prior to the Closing, including but not limited to the
          performance of the actions and the delivery of the documents
          specified in Sections 2.3 and 2.4, shall have been performed or
          complied with prior to or at the relevant Closing.

     5.3. Consents, etc.
          --------------

          The Company shall have secured all permits, consents and
          authorizations that shall be necessary or required to consummate
          this Agreement and to issue the Preferred B Shares to be purchased
          by the Purchaser at the Closing and upon the exercise of the
          Warrants, all of which permits, consents and authorizations are
          listed in Schedule 5.3.

     5.4. No Action, Proceeding, etc.
          ---------------------------

          No action, proceeding, investigation, regulation or legislation
          shall have been instituted, threatened or proposed before any court,
          governmental agency or legislative body to enjoin, restrain,
          prohibit, prevent, or obtain substantial damages in respect of, or
          which is related to, or arises out of, this Agreement or the
          consummation of the transactions contemplated hereby, or which
          affects or may affect the right of the Purchaser to purchase the
          Preferred B Shares.

     5.5. No Adverse Change
          -----------------

          There shall not have occurred prior to the relevant Closing any
          material adverse change or development in the Company's business, or
          in the value or utility of its assets, or in its ability to
          consummate the transactions contemplated hereby.

     5.6. Ordinary Course of Business
          ---------------------------

          The Company shall have continued to operate its business in the
          ordinary course, and shall not have issued any additional
          securities, nor declared any dividends, or made any distributions.

6.   CONDITIONS TO CLOSING BY THE COMPANY
     ------------------------------------

     The Company's obligations to sell and issue the Preferred B Shares at
     each Closing to the Purchaser are subject to the fulfillment, by
     Purchaser, at or before the relevant Closing of the following conditions
     which conditions may be waived in whole or in part by the Company, and
     which waiver shall be at the sole discretion of the Company.

     6.1. Representations and Warranties
          ------------------------------

          The representations and warranties made by the Purchaser in this
          Agreement shall have been true and correct when made, and shall be
          true and correct as of the date of each Closing.

     6.2. Purchase Price
          --------------

          The Purchaser shall have transferred to the Company the applicable
          Purchase Price.

7.   AFFIRMATIVE COVENANTS
     --------------------

     7.1. Use of Proceeds
          ---------------

          The Company will use the proceeds of the issuance and sale of the
          Preferred B Shares to pay any outstanding debt it has, and in
          accordance with the Business Plan, attached hereto as Schedule 3.23.

     7.2. Financial Statements
          --------------------

          The Company shall deliver to the Purchaser, for so long as he is the
          record holder of shares and/or warrants and/or options, in either
          case constituting or exercisable into at least five percent (5%) of
          the Company's issued and outstanding share capital on an as
          converted basis:

          7.2.1. as soon as practicable, but in any event within ninety (90)
                 days after the end of each fiscal year of the Company, a
                 consolidated balance sheet of the Company as of the end of
                 such year, and statements of income and statements of cash
                 flow of the Company for such year, setting forth in each case
                 in comparative form the figures for the previous fiscal year,
                 all in reasonable detail, prepared in accordance with Israeli
                 generally accepted accounting principles ("GAAP"), audited by
                 a firm of Independent Certified Public Accountants and
                 accompanied by an opinion of such firm which opinion shall
                 state that such balance sheet and statements of income and
                 cash flow have been prepared in conformity with GAAP, and
                 present fairly in all material aspects the financial position
                 of the Company as of their date, and that the audit by such
                 accountants in connection with such financial statements has
                 been conducted in accordance with generally accepted auditing
                 standards; and

          7.2.2. as soon as practicable, but in any event within thirty (30)
                 days after the end of each quarter of each fiscal year of the
                 Company, an unaudited consolidated balance sheet of the
                 Company as at the end of each such period and unaudited
                 consolidated statements of: (i) income; and (ii) cash flow of
                 the Company for such period and, in the case of the first,
                 second and third quarterly periods, for the period from the
                 beginning of the current fiscal year to the end of such
                 quarterly period, setting forth in each case, in comparative
                 form the figures for the corresponding period of the previous
                 fiscal year, all in reasonable detail and except as otherwise
                 stated therein, fairly presenting the financial position of
                 the Company as of their date subject to: (x) there being no
                 footnotes contained therein; and (y) changes resulting from
                 year-end audit adjustments.

          7.2.3. Upon the request of the Purchaser, the Company will promptly
                 deliver to the Purchaser such and any reports as may be
                 required by the Purchaser in order to enable the Purchaser to
                 be in compliance with (i) the US and/or Israeli Securities
                 Laws and regulations (ii) the Tel Aviv Stock Exchange's
                 regulations, (iii) requests and/or demands of the Israeli
                 Securities Authority or the US SEC, and (iv) any law or
                 regulation to which the Purchaser is subject to.

     7.3. Annual Plan; Quarterly Report
          -----------------------------

          The management of the Company shall establish an annually operating
          plan and budget for the Company (the "Annual Plan") in consultation
          with the Board. The Annual Plan for the following year shall be
          submitted to the Board of Directors for its approval at least forty
          (40) days prior to the first day of the year covered by such Annual
          Plan.

          The management of the Company shall submit to the Company's Board as
          soon as practicable, but in any event within thirty (30) days after
          the end of each calendar quarter, an unaudited consolidated balance
          sheet of the Company as at the end of such calendar quarter, and an
          unaudited estimated consolidated statement of income and statements
          of cash flow for such calendar quarter.

     7.4. Termination of Financial Information Rights
          -------------------------------------------

          The Company's obligation to deliver the financial statements and
          other information under Sections 7.2 and 7.3 shall terminate and
          shall be of no further force or effect upon the closing of the IPO
          of the Company. Thereafter, the Company shall deliver to Purchaser
          such financial information as the Company from time to time provides
          to other holders of its shares; provided, that the Company's
          obligations under Sections 7.2 and 7.3 shall be restored if the
          Company subsequently ceases to be subject to the informal and
          reporting requirements of the relevant countries' or states'
          securities law.

          Notwithstanding the above, the Company's obligation to deliver the
          financial statements and other information under Sections 7.2.3
          shall terminate and shall be of no further force or effect upon the
          Purchaser's holdings in the Company (shares and/or warrants and/or
          options, in on an as converted basis) being reduce to less than 5%.

     7.5. Accounting
          ----------

          The Company will maintain a system of accounting established and
          administered in accordance with Israeli GAAP consistently applied,
          and will set aside on its books all such proper reserves as shall be
          required by Israeli GAAP.

     7.6. Composition of the Board
          ------------------------

          The Boards of Directors of the Company shall comprise up to eight
          (8) directors, to be nominated as follows:

          7.6.1. Three (3) directors shall be designated and elected by the
                 holders of the Preferred B Shares, for as long as the holders
                 of the Preferred B Shares hold at least ten percent (10%) of
                 the total issued and outstanding share capital of the
                 Company. Upon the Preferred B Shareholders' being reduced to
                 less than 10% Percent ownership the number of their directors
                 shall be reduced to two directors. The appointment and
                 removal of such directors and filling of any vacancy with
                 respect to such positions shall be made by a written notice
                 to the Company.

                 Notwithstanding the above, it is agreed that (i) in case
                 there shall not be an Additional Closing until January 31,
                 2001- from February 1, 2001 onwards, the number of the
                 directors of the Company shall be reduced to 6 out of which
                 only 1 director shall be designate by the holders of the
                 Preferred B Shares; and (ii) in case there shall be an
                 Additional Closing until January 31, 2001 but the Warrants
                 shall not be exercised up to that date- from February 1, 2001
                 onwards, the number of the directors of the Company shall be
                 reduced to 7 out of which only 2 directors shall be designate
                 by the holders of the Preferred B Shares.

          7.6.2. Up to five (5) Directors shall be designated by the majority
                 of the holders of the Ordinary A Shares. The appointment and
                 removal of such directors and filling of any vacancy with
                 respect to such positions shall be made by a written notice
                 to the Company.

          7.6.3. The parties hereto agree that as long as there are at least 2
                 directors which were nominated by the holders of the
                 Preferred B Shares (i) the Chairman of the Board (the
                 "Chairman") shall be one of the Directors elected on behalf
                 of the holders of Preferred B Shares and (ii) each Board's
                 committee shall includes at least one board member appointed
                 by the holders of the Preferred B Shares.

     7.7. Board and Shareholders Resolutions
          ----------------------------------

          7.7.1. Subject to any applicable law, and to the Amended Articles,
                 as applicable, all resolutions and actions of the Board of
                 Directors and of the shareholders of the Company shall be
                 taken by a majority vote. Notwithstanding the aforesaid,
                 until the consummation of an IPO of the Company, and as long
                 as there are at least 2 directors which were nominated by the
                 holders of the Preferred B Shares, the Company shall not take
                 any of the following resolutions or actions except if the
                 directors designated by the holders of the Preferred B
                 Shares, or in case of a general meeting the majority holders
                 of the Preferred B Shares, consented in writing to such
                 resolution or action prior thereto: (i) the effecting of the
                 IPO of the Company; (ii) adopt any amendment of the
                 Memorandum, or Amended Articles (iii) adopt any action which
                 would have the effect of amending the specific rights,
                 preferences or privileges of the Preferred B Shares; (iv)
                 only after an Additional Closing - authorize or issue any
                 equity securities of any class or other securities
                 convertible into shares of the Company, nor enter into any
                 contract or grant any option for the issue of any such
                 securities; (v) merge with or consolidate into any
                 corporation, firm or entity, or sell or otherwise dispose of
                 all or substantially all of its assets, tangible or
                 intangible; (vi) enter into voluntary liquidation or effect
                 the winding up of the Company; (vii) incur debt, that was not
                 included in the respective Annual Plan or yearly budget,
                 which exceeds the amount of US$20,000; (viii) enter into any
                 transactions with any officer, director, shareholder or other
                 Interested Party (as such term is defined in the Israeli
                 Securities Law - 1968, or any member of the family or
                 affiliate of such Interested Party, person controlled by it,
                 person under common control or person it) or any other party
                 related, directly or indirectly, to any of them; (ix)
                 increase the number of Directors above eight (8) (or 7, as
                 the case may be under the terms of Section 7.6.1) or change
                 the manner of their designation to the Board of Directors;
                 (x) declare or pay any dividend or other distribution of
                 cash, shares, or other assets to the Company's shareholders
                 in their capacity as such; (xi) effect a fundamental change
                 in the Company's business; (xii) approve the Company's yearly
                 budget and plan; (xiii) approve and fix signatory rights on
                 behalf of the Company; and (xiv) the appointment and
                 compensation of the Company's Chief Executive Officer, Chief
                 Operating Officer, Chief Technical Officer and Chief
                 Financial Officer.

          7.7.2. As long as there are at least 2 directors nominated by the
                 holders of the Preferred B Shares, in the event that the
                 Board of Directors of the Company is unable to reach a
                 majority with respect to the following issues, the Chairman
                 shall have the casting vote: (i) approval of the budget of
                 the Company; (ii) the issuance of any debt or equity
                 securities by the Company; (iii) any proposed change in the
                 Line of Business of the Company; (iv) approve and fix
                 signatory rights on behalf of the Company; and (v) any
                 proposal for the Company to enter into an agreement to merge
                 into, acquire, or be acquired by, another company, provided,
                 however, that such company is not owned or controlled by the
                 Preferred B Shareholders.

     7.8.  Information Rights
           ------------------

          The Company will permit the holders of Preferred B Shares or their
          authorized representatives, upon reasonable prior notice, at all
          reasonable times during normal business hours and as often as
          reasonably requested, to visit and inspect any of the properties of
          the Company, including its books and records and lists of security
          holders, and to make extracts therefrom and to discuss the affairs,
          finances and accounts of the Company with its officers, provided,
          however, that any inspections of books and records made by the
          holders of Preferred B Shares in accordance with the procedures of
          this Section 7.8 shall be approved by, and made together with, one
          member of the Board of Directors.

          The Company will promptly advise the holders of Preferred B Shares
          in writing of each suit or proceeding commenced or threatened
          against the Company which, if adversely determined, would result in
          a material adverse effect on the Company, whether on its business
          and financial condition, or otherwise.

          The Company will also furnish to the holders of Preferred B Shares
          with reasonable promptness such other information and data with
          respect to the Company as the holders of Preferred B Shares, may
          from time to time reasonably request.

     7.9. Certain Transfers
          -----------------

          In the event that any person or entity makes an offer to purchase
          all of the issued and outstanding share capital of the Company or to
          merge the Company with or into another entity, and shareholders
          holding more than 75% of the issued and outstanding share capital of
          the Company on an as converted basis indicate their acceptance of
          such offer and such offer is approved by a majority of the Board of
          Directors, then, at the closing of such offered purchase of all the
          issued and outstanding issued and outstanding share capital of the
          Company or merger, all of the holders of Ordinary Shares and
          Preferred Shares in the Company will transfer such Ordinary Shares
          or Preferred Shares to such person or entity; provided, however,
          that the consideration for all of the Company's share capital shall
          in any event be allocated among the members in accordance with the
          applicable provisions of the Amended Articles.

    7.10. Pre-emptive Rights; Rights of First Refusal, Tag Along etc.
          -----------------------------------------------------------

          Except for a transfer of shares by a shareholder to its Permitted
          Transferee(s), as such term is defined in the Amended Articles, any
          issuance or transfer of shares of the Company shall be subject to
          the pre-emptive rights, rights of first refusal, Tag Along and other
          rights of the Preferred B Shareholders and other shareholders (when
          applicable) as set forth in the Amended Articles.

    7.11. Restrictions on Sales
          ---------------------

          As long as there are at least 2 directors nominated by the Preferred
          B Shares, each of the Founders hereby undertakes not to sell,
          assign, transfer, pledge, hypothecate, mortgage or dispose of, by
          gift or otherwise, or in any way encumber any of their shares in the
          Company (or in companies under their control which are shareholders
          in the Company) for a period of three (3) years following the
          Closing, other than with the consent of the holders of Preferred B
          Shares. Any transfers after the aforementioned periods of
          restriction, shall be subject to the restrictions, if any, set forth
          in the Articles of Association of the Company as shall be in effect
          following the Closing.

          In case of a Founder which is a company (in this paragraph
          "ComFounder"), prior to May 1, 2003, (i) neither of the shareholders
          in such ComFounder shall sell, assign, transfer, pledge,
          hypothecate, mortgage or dispose of, by gift or otherwise, or in any
          way encumber (each of the foregoing being referred to as a
          "Disposition") all or any of the shares of the capital stock of such
          ComFounder, of any class or series, now owned or hereafter acquired
          by him (such shares are hereinafter collectively referred to as the
          "Securities"); and (ii) such ComFounder shall not issue, or
          undertake to issue, to any person or entity which is not a Founder,
          Securities in such ComFounder; provided however that such
          Disposition or issuance of Securities to a person or entity which is
          not a Founder, shall be permitted as long as a Founder which is an
          individual shall continue to own Directly in such ComFounder more
          than 50% of the equity and voting capital of such ComFounder.

          The restrictions provided in this Section 7.11 shall terminate upon
          the consummation of an IPO to the Company or in case whereby the
          Company shall merge into, acquire, or be acquired by, another
          company. It is further agreed that notwithstanding the restrictions
          provided in this Section 7.11, Misgav Com. Ltd. shall be permitted
          to sell up to 20% of its holdings in the Company.

    7.12. Right of Co-Sale
          ----------------

          7.12.1. From and after a period of three (3) years from the Closing,
                  should any of the Founders (in each case, the "Offeree")
                  receive one or more bona fide offers (collectively, the
                  "Offer"), from any person or entity (the "Offeror") to
                  purchase from the Offeree any of the shares in the Company
                  owned by the Offeree, which Offer the Offeree intends to
                  accept, such Offeree shall promptly notify the holders of
                  Preferred B Shares in writing of the name and address of the
                  Offeror and terms and conditions of such Offer. In the event
                  that the holders of Preferred B Shares, or part thereof,
                  wish to join in the sale (the "Selling Holders of Preferred
                  Shares"), they shall notify the Offeree thereof in writing,
                  with a copy to the Company, within fifteen (15) business
                  days of receipt by them of the copy of the Offer. If no such
                  notice is received by the Offeree within the specified time,
                  the Offeree(s) shall be under no restriction with respect to
                  the sale of the shares to the Offeror. If the Offeree
                  receives notice from the Selling Holders of Preferred B
                  Shares that they wish to join in the sale, then the Offeree
                  shall not sell any shares to the Offeror unless the Offeror
                  agrees to purchase from the Selling Holders of Preferred B
                  Shares such percentage of the shares being offered under the
                  Offer, as is equal to the Selling Holders of Preferred B
                  Shares percentage shareholding of the issued and outstanding
                  share capital of the Company.

          7.12.2. As long as there are at least 2 directors which were
                  nominated by the holders of the Preferred B Shares, in the
                  event of a proposed acquisition of shares of the Company
                  from the holders of the Preferred B Shares, the holders of
                  the Preferred B Shares shall not sell any of the Preferred B
                  Shares subject to said acquisition, unless such purchaser
                  agrees to purchase concurrently from the holders of the
                  Preferred B Shares, a pro rata portion of the shares of the
                  Founders, as reflects the ratio between the percentage of
                  issued shares of the Company held at such time by the
                  contemplated sellers and the percentage of issued shares of
                  the Company held by the Founders.

          7.12.3. The provisions of Sections 7.11 and 7.12 shall not derogate
                  from any right of first refusal to purchase shares being
                  offered for sale pursuant this Agreement or the Company's
                  Articles of Association as may be in effect from time to
                  time.

    7.13. Registration Rights
          -------------------

          The shareholders of the Company shall have the registration rights
          set forth in Schedule 7.13 attached hereto.

8.   RIGHTS OF PREFERRED B SHARES
     ----------------------------

     The Company, Shareholders and the Founders covenant that the Preferred B
     Shares shall have, inter alia, the following rights and privileges, as
     more fully set forth in the Amended Articles:

     8.1. Liquidation Preference
          ----------------------

          8.1.1. In the event of: (i) any dissolution or liquidation of the
                 Company; or (ii) the appointment of a receiver or liquidator
                 with respect to all or substantially all of the Company's
                 assets: (A) the holders of the Preferred B Shares at such
                 event, shall be entitled to receive, prior to and in
                 preference to any payments to any of the holders of any other
                 classes of shares of the Company, in full, the U.S. Dollar
                 amount paid for such Preferred B Shares plus interest on such
                 amount of 6% per year (the "Preferred B Preference Amount").
                 If the assets thus distributed among the holders of the
                 Preferred B Shares shall be insufficient to permit the
                 payment to such holders of the full Preferred B Preference
                 Amount, then the entire assets available for distribution
                 shall be distributed pro-rata among the holders of the
                 Preferred B Shares in proportion to the Preferred B
                 Preference Amount each such holder would otherwise have been
                 entitled to receive; and (B) after payment to the holders of
                 the Preferred B Shares of the Preferred B Preference Amounts,
                 the entire remaining assets and funds of the Company legally
                 available for distribution, if any, shall be distributed
                 ratably to the holders of all Ordinary Shares and Preferred B
                 Shares (treating the Preferred B Shares on an as converted
                 basis), in each case in proportion to the nominal value of
                 the shares then held by them; provided that the amounts
                 distributed to the holders of the Preferred B Shares under
                 (A) (after the distribution under (A)) shall be subtracted
                 from the amounts to be paid to the holders of the Preferred B
                 Shares under (B).

     8.2. Event of Deemed Liquidation
          ---------------------------

          8.2.1. Upon the sale by the Company of all or substantially all of
                 its assets in consideration for cash, ("Event of Deemed
                 Liquidation"), the holders of Preferred B Shares shall be
                 entitled, in accordance with provisions as more fully
                 described in the Amended Articles, to treat the Event of
                 Deemed Liquidation as a dissolution or liquidation (as
                 referred to in Section 8.1 above), and shall entitle the
                 shareholders of the Company to receive at the closing of such
                 Event of Deemed Liquidation, in cash, securities or other
                 property (valued as provided in the Amended Articles)
                 amounts, in accordance with Section 8.1 above, as applicable,
                 as if all consideration being received by the Company and its
                 shareholders in connection with such Event of Deemed
                 Liquidation were being distributed in a dissolution or
                 liquidation.

     8.3.  Conversion of Preferred B Shares
           --------------------------------

          Each Preferred B Share shall be convertible into one Ordinary Share.
          Initially, the conversion ratio shall be one-to-one, but such
          conversion ratio shall be adjusted in accordance with any
          recapitalization event.

          Each Preferred B Share shall be convertible into Ordinary Shares as
          aforesaid at any time, at the discretion of the holder of such
          Preferred B Share, and automatically (i) upon a decision of the
          holders of at least 85% of the voting power of the Preferred B
          Shares to convert the Preferred B Shares; and (ii) at immediately
          prior to the consummation of the IPO of the Company, to the extent
          that such conversion is required by the underwriter as a condition
          to the IPO.

     8.4. Anti-Dilution.
          -------------

          Until the consummation of an IPO of the Company, if the Company
          issues Additional Shares at a price per share lower than the price
          per share paid by the Purchaser for each Preferred B Share, the
          Company shall immediately issue the holders of Preferred B Shares
          sufficient additional Preferred B Shares, for no additional
          consideration, as if the Purchaser had made their investment based
          on such lower price (Full Ratchet adjustment), all upon the terms as
          more fully set forth in the Amended Articles. For the purpose of
          this Section, the term "Additional Shares" shall mean any shares
          issued by the Company other than: (i) shares issued to employees,
          officers, consultants or directors of the Company, under an Employee
          Stock Option Plan including future option plans to which the
          Purchaser shall agree in accordance to the terms of this Agreement;
          (ii) shares issued upon conversion of existing Preferred B Shares;
          (iii) shares issued due to a recapitalization of the Company's share
          capital; or (iv) shares issued to an investor who is deemed by the
          Board of Directors as a strategic partner or investor with added
          value to the Company and/or its activities and/or the marketing of
          its products ("Strategic Investor"); or (v) an issuance to existing
          holders of Preferred B Shares.

9.  CONFIDENTIALITY; NON-COMPETITION
    --------------------------------

     9.1. From time to time, the Parties may make available to each other, in
          written form or orally, information of a confidential and
          proprietary nature including, but not limited to, technical, test
          and analysis data, specifications, prototypes, marketing,
          application, financial, bookkeeping, business, and customer
          information. The Parties shall not disclose such information to
          others or use such information without the prior written consent of
          the disclosing party, except as necessary to carry out the terms of
          this Agreement. Each party shall treat such information with the
          same care as it would exercise in the handling of its own
          confidential or proprietary information and in no event shall such
          information be disclosed to any person including employees,
          consultants and/or contractors unless such individual undertakes to
          be bound by the terms of this Section 9.1.

     9.2. Upon termination of a party's participation in the Company, whether
          by termination of employment or other engagement (including
          directorship) or by the termination of a party's shareholdings for
          any reason, all such data, proprietary information and confidential
          information of the disclosing party shall be immediately returned by
          the other party to the disclosing party and the limitations and
          undertakings specified in this Section 9 shall survive the date of
          such termination of participation.

     9.3. Confidential information as referred to in this Section shall not
          include information: (i) which is or becomes public knowledge
          through no fault of the receiving party; (ii) which is known to the
          receiving party at the time of disclosure by the disclosing party,
          as evidenced by the receiving party's written records; (iii) which
          is disclosed to the receiving party on a non-confidential basis by a
          third party having no obligation of secrecy to the disclosing party;
          or (iv) information required to be disclosed by law, rule or
          regulation, provided that prior notice of disclosure is given to the
          disclosing party. For avoidance of doubt, the parties agree that
          disclosure or public discussion of information not considered
          confidential hereunder shall not be made unless it is in the
          Company's best interest.

     9.4. As long as any of the Founders and Shareholders hold shares in the
          Company and for a period of 24 months thereafter (and with respect
          to the Founders, directors, officers, or employees of the Company,
          24 months from the termination of its nomination), it shall not be
          actively engaged directly or indirectly (except as a passive
          shareholder) either for remuneration or not in any business which is
          identical or similar to the Company's Line of Business, as may be
          from time to time.

10.  Shareholders Agreement
     ----------------------

     10.1. Waivers and Consents. The Company, the Founders and the other
           Shareholders (where applicable) hereby agree to waive any rights
           that they may have, whether pursuant to a shareholders agreement,
           the Articles of Association of the Company in effect immediately
           prior to the Closing Date (the "Former Articles") or otherwise,
           with respect to the issuance of the Preferred B Shares to the
           Purchaser. Furthermore, the Company, the Founders and the other
           Shareholders hereby consent to all of the transactions contemplated
           pursuant to this Share Purchase Agreement.

     10.2. New Shareholders Agreement. The Company, the Founders and the other
           Shareholders (where applicable) hereby terminate any shareholders
           agreement they had or have prior to the Closing Date. Immediately
           after the consummation of the transaction contemplated by this
           Agreement, the Parties agree to be bound by the terms and
           conditions of this Agreement and the Amended Articles of
           Association.

11.  MISCELLANEOUS
     -------------

     11.1. Expenses
           --------

           In case there shall be an Additional Closing, the Company will pay,
           directly or through the Purchaser, from the proceeds hereof, at the
           Additional Closing all expenses for legal fees and out-of-pocket
           disbursements of the Purchaser for work performed, by its legal
           counsels and /or advisors, in completing the documentation relating
           to this transaction up to $10,000 plus VAT.

     11.2. Further Assurances
           ------------------

           Each of the parties hereto shall perform such further acts and
           execute such further documents as may reasonably be necessary to
           carry out and give full effect to the provisions of this Agreement
           and the intentions of the parties as reflected thereby.

     11.3. Governing Law; Jurisdiction
           ---------------------------

           This Agreement shall be governed by and construed according to the
           laws of the State of Israel without regard to the conflict of laws
           provisions thereof. Any and all differences and disputes arising
           under this Agreement shall be submitted to the jurisdiction of the
           competent Courts in Tel-Aviv.

     11.4. Successors and Assigns; Assignment
           ----------------------------------

           Except as otherwise expressly limited herein, the provisions hereof
           shall inure to the benefit of, and be binding upon, the successors,
           assigns, heirs, executors, and administrators of the parties
           hereto. None of the rights, privileges, or obligations set forth
           in, arising under, or created by this Agreement may be assigned or
           transferred without the prior consent in writing of each party to
           this Agreement, with the exception of assignments and transfers
           from the Purchaser or Founders to any other entity which fully
           controls, or is fully controlled by such Purchaser or Founders.

     11.5. Entire Agreement; Amendment and Waiver
           --------------------------------------

          This Agreement and the Schedules hereto and any agreements
          contemplated herein and therein constitute the full and entire
          understanding and agreement between the parties with regard to the
          subject matters hereof and thereof. Any term of this Agreement may
          be amended and the observance of any term hereof may be waived
          (either prospectively or retroactively and either generally or in a
          particular instance) only by written agreement of each of the
          parties hereto.

    11.6. Notices
          -------

          All notices and other communications required or permitted hereunder
          to be given to a party to this Agreement shall be in writing and
          shall be telecopied or mailed by registered or certified mail,
          postage prepaid, or otherwise delivered by hand or by messenger,
          addressed to such party's address as set forth below or at such
          other address as the party shall have furnished to each other party
          in writing in accordance with this provision:

          if to a Purchaser to:          if to the Company or the Founders to:
          Aryt Industries Ltd.                Officecore.Com Ltd.
          7 Haplada St.                       4 Hanevatim St.
          Or Yehuda, 60218                    Petach-Tikva, Israel
          Tel.: (03) 538-8604                 Tel: (03) 924-7961
          Fax: (03) 533-9223                  Facsimile: (03) 924-7963
                                              Attn: C.E.O.

          or such other address with respect to a party as such party shall
          notify by ten (10) days advance written notice to each other party
          in writing as above provided. Any notice sent in accordance with
          this Section shall be effective: (i) if mailed, five (5) business
          days after mailing; (ii) if sent by messenger, upon delivery; and
          (iii) if sent via telecopier, upon transmission and telephone
          confirmation of receipt or (if transmitted and received on a
          non-business day) on the first business day following transmission
          and telephone confirmation of receipt.

    11.7. Delays or Omissions
          -------------------

          No delay or omission to exercise any right, power, or remedy
          accruing to any party upon any breach or default under this
          Agreement, shall be deemed a waiver of any other breach or default
          theretofore or thereafter occurring. Any waiver, permit, consent, or
          approval of any kind or character on the part of any party of any
          breach or default under this Agreement, or any waiver on the part of
          any party of any provisions or conditions of this Agreement, or any
          waiver on the part of any party of any provisions or conditions of
          this Agreement, must be in writing and shall be effective only to
          the extent specifically set forth in such writing. All remedies,
          either under this Agreement or by law or otherwise afforded to any
          of the parties, shall be cumulative and not alternative.

    11.8. Severability
          ------------

          If any provision of this Agreement is held by a court of competent
          jurisdiction to be unenforceable under applicable law, then such
          provision shall be excluded from this Agreement and the remainder of
          this Agreement shall be interpreted as if such provision were so
          excluded and shall be enforceable in accordance with its terms;
          provided, however, that in such event this Agreement shall be
          interpreted so as to give effect, to the greatest extent consistent
          with and permitted by applicable law, to the meaning and intention
          of the excluded provision as determined by such court of competent
          jurisdiction.

    11.9. Counterparts
          ------------

          This Agreement 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.

IN WITNESS WHEREOF, the parties have signed this Agreement, in one or more
counter pages, as of the date first hereinabove set forth.

OFFICECORE.COM LTD.                                  ARYT INDUSTRIES LTD.
By: /s/  Mordechai Shemesh                           By: /s/  Schmuel Bachar
    ----------------------                               -------------------
Title: ____________                                  By: /s/  Ram Eckhaus
                                                         ----------------
                                                     Title: ___________________




IN WITNESS WHEREOF, the parties have signed this Agreement, in one or more
counter pages, as of the date first hereinabove set forth.

/s/  Mordechai Shemesh                               /s/  Mordechai Shemesh
----------------------                               ----------------------
                                                     /s/  Yanki Avni
                                                     ---------------
Mordechai Shemesh                                    Misgav.Com Ltd.
                                                     By:
                                                     Title:




/s/  Yanki Avni                                      /s/  Yaniv Shemesh
---------------                                      ------------------
Yanki Avni                                           Yaniv Shemesh




/s/ Yuval Lubovitch                                  /s/  Dan Avni
-------------------                                  -------------
Yuval Lubovitch                                      Dan Avni