Exhibit 4.11


                           SHARE PURCHASE AGREEMENT
                           ------------------------

This Share Purchase Agreement (this "Agreement") is entered into as of October
10, 2000, by and among SygMed Ltd. an Israeli private company no. 51-171514-6
having its principal place of business at 4 Hamasger St., POB 2412, Raanana,
43654, Israel (the "Company"), Yaacov Gross having Israeli ID #8628778, an
individual residing at 13 Etzion St., Even Yehuda (the "Founder") and Aryt
Industries Ltd. a company registered under the laws of the State of Israel
having its principal place of business at 7 Haplada St., POB 696, Or Yehuda,
60256, Israel (the "Investor").

WHEREAS, the Company is engaged in the development, marketing and sale of
medical robotics and various instruments, including mammography stereostatic
biopsy systems; and

WHEREAS, the Company wishes that the Investor shall invest in the Company and
to grant options to invest additional amounts in the Company, and the Investor
wishes to invest in the Company and to receive such options, upon the terms
and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants,
conditions, representations and warranties set forth herein, and intending to
be legally bound hereby, the parties hereto (the "Parties") agree as follows:

1.   Interpretation; Definitions
     ---------------------------

     1.1  The Recitals and Exhibits hereto are an integral part hereof.

     1.2  The headings of the sections and subsections of this Agreement are
          for convenience of reference only and are not to be considered in
          construing this Agreement.

     1.3  In this Agreement, unless the context otherwise requires:

          1.3.1  "Amended Articles of Association" or "Amended Articles" means
                 the Company's amended and restated Articles of Association in
                 the form attached hereto as Exhibit 1.3.1.

          1.3.2  "Corporate Documents" means the Company's Memorandum of
                 Association and Amended Articles of Association.

          1.3.3  "Existing Shareholders" means the Founder.

          1.3.4  "Interested Party" means any "interested party", as such term
                 is defined in the Israeli Securities Law of 1968, or any
                 member of the family or affiliate of such Interested Party,
                 Person controlled by it, Person under common control or
                 Person controlling it, other than the Company.

          1.3.5  "Liens" means all mortgages, liens, pledges, charges,
                 security interests, third party rights or other claims or
                 encumbrances of any kind whatsoever.

          1.3.6  "Ordinary Shares" means the Ordinary Shares NIS 0.01 par
                 value of the Company.

          1.3.7  "Person" means an individual, corporation, partnership, joint
                 venture, trust or unincorporated organization.

          1.3.8  "Preferred A Shares" means the Series A Preferred Shares of
                 the Company NIS 0.01 par value, conferring all the rights set
                 forth in the Company's Amended Articles.

          1.3.9  "Purchased Shares" means the Preferred A Shares issued to the
                 Investor at the Closing (as defined below) under this
                 Agreement.

          1.3.10 "Option Shares" means the Preferred A Shares issued to the
                 Investor at any of the First and Second Option Closings (as
                 defined below) under this Agreement.

          1.3.11 "Issued Shares" means the Purchased Shares and the Option
                 Shares, collectively.

2.   Purchase and Issuance of Preferred A Shares
     -------------------------------------------

     2.1  Subject to the terms and conditions hereof, the Company shall issue
          and allot to the Investor, and the Investor shall purchase from the
          Company, Two Million Eight Hundred Nineteen Thousand and Five
          Hundred and Ninety Eight (2,819,598) Preferred A Shares (the
          "Purchased Shares"). As consideration for the issuance of the
          Purchased Shares, the Investor shall pay the Company an aggregate
          purchase price of Seven Hundred and Fifty Thousand U.S. Dollars (US
          $750,000) (the "Purchase Price"), representing a price per share of
          approximately US $ 0.266 for each of the Purchased Shares (the
          "Price Per Share").

     2.2  The Company represents and warrants to the Investor that immediately
          following the Closing, the Purchased Shares shall represent 20% of
          the Company's issued share capital on a fully diluted basis,
          including all issued shares, all outstanding warrants, options and
          convertible securities, including an option pool of 6.25% Ordinary
          Shares which are reserved for allocation to existing and future
          employees, consultants and directors of the Company.

     2.3  The Purchased Shares, when issued and delivered in accordance with
          this Agreement, and the Ordinary Shares into which the Purchased
          Shares will be converted, will be duly authorized, validly issued,
          fully paid, non-assessable and free of preemptive or similar rights;
          and such Purchased Shares will be free and clear of any Liens, and
          duly registered in the name of the Investor in the Company's
          Shareholders Register.

     2.4  Closing. The transactions contemplated hereby shall take place at a
          closing (the "Closing") to be held at the offices of Efrati, Galili
          & Co. - Law Offices, at 6 Wissotsky St., Tel Aviv 62338, at 11:00
          a.m. on November 6, 2000, or such other date, time and place as the
          parties shall mutually agree.

     2.5  Deliveries and Transactions at Closing. At the Closing, the
          following transactions shall occur simultaneously (no transaction
          shall be deemed to have been completed or any document delivered
          until all such transactions have been completed and all required
          documents delivered):

          2.5.1  The Company shall deliver to the Investor the following
                 documents:

                 2.5.1.1  Special Resolution of the Company's shareholders in
                          the form of Exhibit 2.5.1.1 hereto, by which the
                          share capital of the Company shall be modified and
                          the Articles of Association of the Company shall be
                          replaced with the Amended Articles, together with a
                          copy of the Amended Articles filed with, and
                          accepted by, the Israeli Registrar of Companies;

                 2.5.1.2  Resolution of the Board of Directors of the Company
                          approving the Company's execution of this Agreement
                          and any other document contemplated hereby, the
                          issuance of the Purchased Shares to the Investor
                          hereunder against payment of the Purchase Price to
                          the Company and the issuance of the Option Shares
                          against payment of the Option Price (as defined
                          above), all in the form attached hereto as Exhibit
                          2.5.1.2, together with a duly completed and signed
                          notice of such issuance of Purchased Shares to the
                          Investor in form and substance acceptable for
                          immediate filing with the Israeli Registrar of
                          Companies;

                 2.5.1.3  Validly executed Share Certificate reflecting the
                          Purchased Shares, issued in the name of the Investor
                          in the form attached as Exhibit 2.5.1.3 hereto;

                 2.5.1.4  Written certificate, in the form of Exhibit 2.5.1.4,
                          executed by the Company's Chief Executive Officer,
                          confirming and certifying that all conditions to
                          closing set forth in Section 2.6 herein have been
                          met, and all representations and warranties made by
                          the Company are true and correct, as of the Closing;

                 2.5.1.5  Opinion of special Israeli counsel to the Company,
                          Eitan, Pearl, Latzer & Cohen-Zedek, , in the form
                          attached as Exhibit 2.5.1.5, addressed to the
                          Investor and dated as of the date of the Closing;

                 2.5.1.6  Written notices from all of the Company's
                          shareholders waiving any preemptive rights with
                          respect to the issuance of the Purchased Shares and
                          the Option Shares, as contemplated herein in the
                          form of Exhibit 2.5.1.6.

                 2.5.1.7  The Company shall register the issuance of the
                          Purchased Shares in its shareholders' register in
                          the form attahced as Exhibit 2.5.17 attached hereto.

                 2.5.1.8  The Company shall deliver to the Investor a duly
                          executed Registration Rights Agreement in the form
                          attached hereto as Exhibit 2.5.1.8 (the
                          "Registration Rights Agreement");

                 2.5.1.9  The Company shall deliver to the Investor a duly
                          executed Employment Agreement with the Founder in
                          the form attached hereto as Exhibit 2.5.1.9.

                 2.5.1.10 The Company shall deliver to the Investor a duly
                          executed Management Agreement in the form attached
                          hereto as Exhibit 2.5.1.10 (the " Management
                          Agreement").

                 2.5.1.11 The Company shall deliver to the Investor a duly
                          executed Lease Agreement in the form attahced hereto
                          as Exhibit 2.5.1.11 (the "Lease Agreement").

                 2.5.1.12 The Company will reimburse the Investor for its
                          expenses (including reasonable legal fees) incurred
                          in completing this transaction which shall not
                          exceed in aggregate US$15,000 plus VAT. This
                          reimbursement shall be paid to the Investor within
                          12 months from the Closing date.

          2.5.2  The Investor shall pay the Purchase Price to the Company, in
                 U.S. dollars or NIS according to the representative US
                 Dollar's rate published by the Bank of Israel and known on
                 the Closing date, by way of a bank transfer to the Company's
                 account, pursuant to wiring instructions given in writing by
                 the Company prior to Closing, or by such other form of
                 payment as is mutually agreed by the Company and Investor.

     2.6  Conditions to Closing by the Investor. The obligations of the
          Investor at the Closing are subject to the fulfillment at or before
          the Closing of the following conditions precedent, any one or more
          of which may be waived in whole or in part by the Investor, which
          waiver shall be at the sole discretion of the Investor:

          2.6.1  Representations and Warranties. The representations and
                 warranties made by the Company and the Founder in this
                 Agreement shall have been true and correct when made, and
                 shall be true and correct as of the Closing as if made on the
                 date of the Closing.

          2.6.2  Covenants. All covenants, agreements and conditions contained
                 in this Agreement to be performed or complied with by Persons
                 other than the Investor before the Closing, or at the
                 Closing, shall have been performed or complied with by such
                 Persons before or at the Closing.

          2.6.3  Consents, etc. The Company shall have secured before the
                 Closing all permits, consents and authorizations that shall
                 be necessary or required lawfully by them to consummate this
                 Agreement, and to issue the Purchased Shares to the Investor
                 at the Closing.

          2.6.4  Delivery of Documents. All the documents to be delivered by
                 the Company at the Closing shall be in form and substance
                 satisfactory to the Investor.

          2.6.5  Proceedings and Documents. All corporate and other
                 proceedings in connection with the transactions contemplated
                 by this Agreement and all documents and instruments incident
                 to such transactions shall be reasonably satisfactory in
                 substance and form to the Investor, and the Investor shall
                 have received all such counterpart originals or certified or
                 other copies of such documents as the Investor may reasonably
                 request.

          2.6.6  Absence of Adverse Changes. From the date hereof until the
                 Closing, there will have been no material adverse change in
                 the financial or business condition of the Company.

          2.6.7  Accounting Due-Diligence. The Investor shall complete an
                 accounting due-diligence examination of the Company to its
                 satisfaction.

     2.7  Conditions to Closing by the Company. The obligations of the Company
          at the Closing are subject to the fulfillment at or before the
          Closing of the conditions that: (a) all covenants, agreements and
          conditions contained in this Agreement to be performed, or complied
          with, by the Investor prior to the Closing, including without
          limitation payment of the entire Purchase Price and all corporate
          and other proceedings in connection with the transactions
          contemplated by this Agreement, shall have been performed or
          complied with by the Investor prior to or at the Closing, and (b)
          the representations and warranties made by the Investor in this
          Agreement shall have been true and correct when made, and shall be
          true and correct as of the date of the Closing, 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

3.   Options to Purchase Additional Preferred A Shares
     -------------------------------------------------

     The Company hereby grants to the Investor two options (the "Options")
     to purchase additional Preferred A Shares in the amounts, prices, terms
     and conditions set forth below:

     3.1  The Investor will have an option (the "First Option") for twelve
          (12) months from the Closing (the "First Option Period") to purchase
          Three Million Two Hundred and Fifty Three Thousands and Five Hundred
          (3,253,500) Preferred A Shares for an aggregate purchase price of
          Seven Hundred and Fifty Thousand U.S. Dollars (US$750,000),
          representing a price per share of US $0.23 (the "First Option
          Price"). The Company represents and warrants to the Investor that
          immediately following exercise of the First Option, the Investor
          shall hold 35% of the Company's issued share capital on a fully
          diluted basis (provided however that no other investment have been
          consummated during the First Option Period)

     3.2  The Investor will have an option (the "Second Option") for
          twenty-four (24) months from the Closing (the "Second Option
          Period") to purchase One Million Four Hundred and Forty Five
          Thousands and Eight hundred and Seventy nine (1,445,879) Preferred A
          Shares for an aggregate purchase price of Five Hundred Thousand U.S.
          Dollars (US $500,000), representing a price per share of
          approximately US $0.35 (the "Second Option Price").
          The Company represents and warrants to the Investor that immediately
          following exercise of the Second Option, the Investor shall hold 40%
          of the Company's issued share capital on a fully diluted basis
          (provided however that no other investment have been consummated
          during the First Option Period or the Second Option Period)

     3.3  Any of the Options shall be exercisable, by delivery to the Company
          of a written notice of exercise during the relevant Option Period
          (the "Exercise Notice").

          If during the First Option Period another investor invests in the
          Company an amount of at least US$1,000,000 on a pre money company
          valuation of at least US$ 8,000,000, the Investor shall be required
          to exercise the First Option.

          If the First Option was exercised, and during the Second Option
          Period another investor invests in the Company an amount of at least
          US$1,000,000 on a pre-money company value of at least US$12,500,000
          the Investor shall be required to exercise the Second Option.

     3.4  The Option Shares, when issued and delivered in accordance with this
          Agreement, and the Ordinary Shares into which the Option Shares will
          be converted, will be duly authorized, validly issued, fully paid,
          non-assessable and free of preemptive or similar rights; and such
          Option Shares will be free and clear of any Liens, and when issued
          and delivered in accordance with this Agreement, duly registered in
          the name of the Investor in the Company's Shareholders Register.

     3.5  Options Closing. The transactions pursuant to the exercise of any of
          the Options shall take place at a closing (the "Option Closing") to
          be held at the offices of Efrati, Galili & Co. - Law Offices, at 6
          Wissotsky Street, Tel Aviv on the date which is fourteen (14) days
          after delivery of notice of exercise any of the Options to the
          Company, or such other date, time and place as the Parties shall
          mutually agree.

     3.6  Deliveries and Transactions at Option Closing. At any of the Option
          Closings, the following transactions shall occur simultaneously (no
          transaction shall be deemed to have been completed or any document
          delivered until all such transactions have been completed and all
          required documents delivered):

          3.6.1  The Company shall deliver to the Investor the following
          documents:

                 3.6.1.1  a validly executed Share Certificate reflecting the
                          Option Shares in a number specified in the Exercise
                          Notice, issued in the name of the Investor;

                 3.6.1.2  a duly completed and signed notice of the issuance
                          of Option Shares to the Investor in form and
                          substance acceptable for immediate filing with the
                          Israeli Registrar of Companies;

          3.6.2  The Company shall register the issuance of the Option Shares
                 in its shareholders' register; and

          3.6.3  The Investor shall pay the Option Price to the Company, in
                 U.S. dollars or NIS according to the representative US
                 Dollar's rate published by the Bank of Israel and known on
                 the date on the Closing date, by way of a bank transfer to
                 the Company's account, pursuant to wiring instructions given
                 in writing by the Company prior to the Option Closing, or by
                 such other form of payment as is mutually agreed by the
                 Company and Investor.

4.   Representations and Warranties of the Company
     ---------------------------------------------

     The Company and the Founder hereby represent and warrant to the
     Investor that, as of the date hereof and as of the Closing, the
     following representations and warranties are true and accurate in all
     respects with regard to the Company, and acknowledges that the Investor
     is entering into this Agreement in reliance thereon.

     4.1  Authority. The Company has the full power and authority to execute
          this Agreement and the other agreements contemplated hereby or which
          are ancillary hereto, including the Registration Rights Agreement,
          the Management Agreement, the Services Agreement and the Lease
          Agreement, and to consummate the transactions contemplated thereby.

     4.2  Organization. The Company is a company duly incorporated and validly
          existing under the laws of the State of Israel. The Company has the
          power to own and lease its properties and to carry on its business
          as now being conducted and as proposed to be conducted. Attached
          hereto in Exhibit 4.2 are (i) true copies of the current Corporate
          Documents as in effect prior to the execution hereof, (ii) all
          resolutions that have been adopted by the Company's shareholders
          since its incorporation. The Company has not taken any action or
          failed to take any action, which action or failure would preclude or
          prevent the Company from conducting its business in the manner
          heretofore conducted.

     4.3  Share Capital, Capitalization. On the date hereof, the authorized
          share capital of the Company is NIS two hundred and eighty thousand
          (280,000), divided into twenty million (20,000,000) Ordinary Shares
          of NIS 0.01 par value each, of which 9,010,000 Ordinary Shares are
          issued and outstanding and eight million (8,000,000) Preferred A
          Shares of NIS 0.01 par value each, all as set forth in the
          Pre-Closing Capitalization Table attached as Exhibit 4.3a hereto.
          Exhibit 4.3 hereto contains a true and correct description of the
          identity of each holder of shares or rights (vested or contingent)
          to acquire shares in the Company, including the number and class of
          such shares, as of immediately prior to the Closing. Except as set
          forth in Exhibit 4.3, there are no rights or agreements to subscribe
          for, or to purchase, any shares or other securities of the Company,
          nor are there outstanding any warrants, options, convertible
          instruments, or any other rights, agreements, undertakings, promises
          or commitments, written or oral, to sell or acquire shares from the
          Company. Subsequent to the Closing and all Option Closings, the
          ownership of the share capital of the Company, both issued and
          outstanding and on a fully diluted basis, shall be as set forth in
          the Post-Closing Capitalization Table attached as Exhibit 4.3b
          hereto. The rights and privileges of the Ordinary Shares and the
          Preferred A Shares are as set forth in the Corporate Documents.

     4.4  Authorization of Shares; No Public Offer. All of the issued and
          outstanding share capital of the Company has been duly authorized
          and is validly issued, fully paid and non-assessable. Neither the
          Company, nor to its knowledge any one acting on its behalf, has
          offered securities of the Company, including the Issued Shares, for
          issuance or sale to, or solicited any offer to acquire any of the
          same from, anyone so as to make issuance and sale of the Issued
          Shares and the Option Shares not exempt from the registration
          requirements of the securities laws of the State of Israel or of any
          other jurisdiction.

     4.5  No Obligations to Register Securities. Other than as set forth in
          Exhibit 4.5 hereto and the Registration Rights 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.

     4.6  No Voting Agreements Other than as set forth in Exhibit 4.6 hereto,
          there are no agreements, understandings, trusts or other
          collaborative arrangements or understandings concerning the voting
          of the shares of the Company, and there are no agreements,
          understandings, trusts or other understandings concerning transfers
          of the shares of the Company.

     4.7  Board of Directors. The directors of the Company are Mr. Jacob Gross
          Sari Michaeli Gross and Gabi Gilboa, each of whom has been duly and
          lawfully appointed to such position.

     4.8  Election and Compensation of Directors. Except as set forth in
          Exhibit 4.8 hereto, neither the Company nor its respective
          shareholders are party to any agreement, obligation or commitment
          with respect to (i) the election of individual or individuals to the
          Board or (ii) any compensation to be paid to any of the Company's
          directors or officers.

     4.9  No Dividends or Distributions. Since its incorporation, there has
          been no declaration or payment of dividends, or any distribution by
          the Company 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.

     4.10 Financial Statements. The audited financial statements of the
          Company for the year ended December 31, 1999, a true and complete
          copy of which is attached hereto in Exhibit 4.10a, are true and
          accurate and present correctly the financial condition, transactions
          in and dispositions of the assets of the Company, and the results of
          operations of, and the cash flows of the Company for the year ending
          on December 31, 1999.

          The reviewed trial balance sheet of the Company for the period ended
          June 30, 2000, a true and complete copy of which is attached hereto
          in Exhibit 4.10b, is true and accurate and present correctly the
          financial condition, , the results of operations of, and the cash
          flows of the Company for such period ending on June 30, 2000.

          (the trial balance sheet together with the December 31, 1999,
          financial statements attached in Exhibit 4.10a, the "Financial
          Statements"). The Financial Statements were prepared in accordance
          with Israel generally accepted accounting principles applied on a
          consistent basis ("GAAP").

     4.11 Changes Since Financial Statements Since December 31, 1999, the
          Company has conducted its business in the ordinary course consistent
          with past practice and except as set forth in Exhibit 4.11 attached
          hereto, there has not been: (i) any material change in the assets,
          liabilities, condition or business of the Company from that
          reflected in the Financial Statements (the "Condition of the
          Company"); (ii) any declaration, setting aside or payment of any
          dividend or other distribution with respect to any shares of capital
          stock of the Company; (iii) any damage, destruction or other
          casualty or loss (whether or not covered by insurance) materially
          affecting the Condition of the Company; (iv) any material change in
          any method of accounting or accounting practice by the Company; (v)
          any transaction, including any change of terms of an existing
          transaction, between any of the Company and any Interested Party;
          (vi) any waiver by the Company of any valuable right, or of a
          material debt, owed to it(vii) any material change or amendment to
          material agreement or arrangement by which the Company or any of its
          assets are bound; (viii) any sale, transfer or lease of or mortgage
          or pledge or imposition of a Lien, on any of the assets of the
          Company; or (ix) any material change in any compensation or other
          arrangement with any of the employees of the Company; (x) any
          satisfaction or discharge of any material Lien, material claim or
          material encumbrance or payment of any material obligation by the
          Company, except in the ordinary course of business and that is not
          individually or in the aggregate adverse to the assets, properties,
          condition (financial or otherwise), operating results or business of
          the Company; or (xi) any agreement or arrangement made by the
          Company to do any of the foregoing.

     4.12 Indebtedness. Except as fully reflected and disclosed in the
          Financial Statements or in Exhibit 4.12 hereto, the Company does not
          have any indebtedness or liability, whether absolute, accrued,
          fixed, contingent or otherwise. Except as disclosed in Exhibit 4.12
          herein, the Company is not a guarantor of any debt or obligation of
          any other Person, the Company has not given any indemnification,
          loan, security or otherwise agreed to become directly or
          contingently liable for any obligation of any Person, and no Person
          has given any guarantee of, or security for, any obligation of the
          Company.

     4.13 Taxes. Other than as set forth in the Financial Statements, the
          Company has not made any elections under applicable laws or
          regulations relating to taxation (other than elections that relate
          solely to methods of accounting, depreciation or amortization).
          Other than as set forth in the Financial Statements, to the best
          knowledge of the Company and the Founder, the Company is not
          currently liable for any tax (whether income tax, capital gains tax,
          or otherwise). The Company has timely filed all tax returns and
          reports required by applicable laws. All tax returns and reports of
          the Company are true and correct in all material respects.

     4.14 Ownership of Assets. A list of the material tangible assets of the
          Company is set forth in Exhibit 4.14a. Except as set forth in
          Exhibit 4.14b, the Company holds all of its tangible or intangible
          assets free and clear of all Liens. No Person, apart from the
          Company, including, but not limited to the directors, the
          shareholders of the Company or any of its or their affiliates, owns
          or possesses, in their individual or any other capacities, any
          property, whether tangible or intangible, which is material,
          individually or in the aggregate, to the financial condition,
          operations or business of the Company.

     4.15 Intellectual Property Rights.

          4.15.1 Exhibit 4.15.1 contains a complete and accurate list of all
                 Israeli and foreign patents, trademarks (both common law and
                 registered), trade names, service marks, copyrights and
                 applications or registrations of any of the foregoing
                 (collectively, "Intellectual Property Rights") as to which
                 the Company is the owner or licensee (indicating exclusive or
                 non-exclusive). Exhibit 4.15, together with all technology,
                 information, ideas, know how and trade secrets related
                 thereto or otherwise owned by the Company or in which the
                 Company has any interest, is collectively referred to as the
                 "Company Intellectual Property".

                 Other than as listed in Exhibit 4.15.1(b) no Intellectual
                 Property Rights of any kind other than the Company
                 Intellectual Property are necessary for the Company to
                 conduct its business as currently conducted or as proposed to
                 be conducted within the Company's business plan.

          4.15.2 The Company exclusively owns or licenses free and clear of
                 any Lien, the Company Intellectual Property . Except to the
                 extent specifically set forth in Exhibit 4.15.2, no claim has
                 been asserted or, to the knowledge of the Company and the
                 Founder, threatened by any person, and, to the Company's
                 knowledge, no basis for any claim exists, with respect to the
                 use of the Company Intellectual Property or challenging or
                 questioning the validity or effectiveness of any license or
                 agreement with respect thereto. To the best knowledge of the
                 Company and the Founder, the use of the Company Intellectual
                 Property by the Company in the present conduct of its
                 business does not infringe the intellectual property rights
                 of any person or entity.

          4.15.3 Except to the extent specifically disclosed on Exhibit
                 4.15.3, no current or former shareholder, employee, officer,
                 director or consultant of the Company has any rights in or to
                 any of the Company Intellectual Property. All Company
                 Intellectual Property listed on Exhibit 4.15.1 has the status
                 indicated therein. Except to the extent specifically
                 disclosed on Exhibit 4.15.1: (i) the Company has taken
                 reasonable actions to protect its rights, in the Company
                 Intellectual Property; (ii) to the best knowledge of the
                 Company and the Founder, no person or entity nor such
                 person's or entity's business or products has infringed,
                 misused or misappropriated the Company Intellectual Property
                 or currently is infringing, misusing or misappropriating the
                 Company Intellectual Property; and (iii) Other than the Chief
                 Scientist Office, to the best knowledge of the Company and
                 the Founder, no other person or entity has any right to
                 receive or any obligation to pay a royalty with respect to
                 any of the Company Intellectual Property.

          4.15.4 The Company and the Founder are not aware that any employee,
                 contractor or consultant of the Company is obligated under
                 any agreement (including licenses, covenants or commitments
                 of any nature) or subject to any judgment, decree or order of
                 any court or of an administrative agency, or any other
                 restriction, that would interfere with the use of his or her
                 best efforts to carry out his or her duties for the Company,
                 or to promote the best interests of the Company, or that
                 would conflict with the Company's business.

          4.15.5 The Company and the Founder are not aware that the carrying
                 on of the Company's business by the employees, contractors
                 and consultants of the Company and the conduct of the
                 Company's business will conflict with or result in a breach
                 of the terms, conditions or provisions of, or constitute a
                 default under, any contract or agreement under which to the
                 best knowledge of the Company and the Founder any of such
                 employees, contractors or consultants of the Company is now
                 obligated.

          4.15.6 Except as explicitly and specifically set forth in Exhibit
                 4.15.6, at no time during the conception of or reduction to
                 practice of any of the Intellectual Property Rights was any
                 developer, inventor or other contributor to such Intellectual
                 Property Rights operating under any grants from any
                 governmental entity or agency, performing research sponsored
                 by any governmental entity or agency or private source. The
                 Company and the Founder are not aware that at any time during
                 the conception of or reduction to practice of any of the
                 Intellectual Property Rights, any such developer, inventor or
                 other contributor was operating or subject to any employment
                 agreement, or invention assignment or nondisclosure
                 agreement, or other obligation with any third party that
                 could adversely affect the rights of the Company in such
                 Intellectual Property Rights.

          4.15.7 The Company takes security measures to protect the
                 confidentiality and value of all the Company Intellectual
                 Property, which measures are, reasonable and customary in the
                 industry in which the Company operates. Each of the key
                 officers, employees and consultants of the Company has
                 entered into written agreements with the Company assigning to
                 the Company all rights to intellectual property developed in
                 the course of their employment with and/or service to the
                 Company.

          4.15.8 Except as set forth in Exhibit 4.15.8, the Company has not
                 received any communications alleging that the Company has
                 violated or by conducting its business as proposed, would
                 violate, patents, trademarks, service marks, trade names,
                 copyrights or trade secrets or other proprietary rights of
                 other persons or entities, nor is the Company aware of any
                 similar violation of its Intellectual Property by others.

     4.16 Material Contracts. A list of all material contracts (including
          descriptions of all material oral contracts, if any) of the Company
          appears in Exhibit 4.16 attached hereto. To the Company's best
          knowledge and subject to applicable laws, all such agreements and
          contracts are valid, in full force and effect and binding upon the
          Company. Neither the Company, nor to the best of the Company's
          knowledge any other party thereto, is in breach thereof, which
          breach may have a material adverse effect on the Company.

     4.17 Interested Party Transactions. Except as set forth in Exhibit 4.17
          attached hereto, there are no transactions or proposed transactions
          between the Company and any entity that is at the date of such
          transaction or at the date of this Agreement an Interested Party
          thereof, and no Interested Party, 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.

     4.18 Employees. A list detailing the names and positions of all employees
          of the Company, and a summary of their material terms of employment,
          has been delivered to the Investor in writing prior to the execution
          of this Agreement. Exhibit 4.18 attached hereto lists all
          employment, non-competition and confidentiality agreements between
          the Company and its employees. To the Company's best knowledge, the
          Company is in compliance in all material respects with all
          applicable laws, policies, procedures and agreements relating to
          employment, terms and conditions of employment and to the proper
          withholding and remission to the proper tax authorities of all sums
          required to be withheld from employees or Persons deemed to be
          employees, under applicable tax laws. Except as set forth in Exhibit
          4.18, the Company has paid all of its employees all wages, salaries,
          commissions, bonuses, benefits and other compensation due and
          payable to such employees on or prior to the date hereof. Except as
          set forth in Exhibit 4.18, the Company has made sufficient actual
          reserves for all of the payments and obligations due or payable with
          respect to its employees, including, but not limited to, national
          security payments, income tax withholdings, severance payments, all
          as required by any applicable law.

     4.19 Compliance. The Company has all permits, licenses and any similar
          authority necessary for the conduct of its business or ownership of
          property, other than as would not have a material effect on the
          Company. The Company is not in violation (i) to its best knowledge,
          of any applicable law, regulation, order, decree or judgment of any
          court or any governmental body applicable to it, or (ii) under its
          Corporate Documents, or under any agreement, instrument or document
          to which it is a party or by which it or any of its property is
          bound or affected, which violation, in any such case, may adversely
          affect the Company. The Company is not a party or subject to the
          provisions of any specific order, writ, injunction, judgment or
          decree of any court or governmental body.

     4.20 Litigation. Other than as set forth in Exhibit 4.20, the Company is
          not aware of any action, proceeding or governmental inquiry or
          investigation, pending or threatened against the Company or any of
          its officers, directors or employees (in their capacity as such)
          before any court, arbitration board or tribunal or administrative or
          other governmental agency, nor is the Company aware, or has
          reasonable grounds to be aware, of any fact which would result in
          any such proceedings. There is no action, suit, proceeding or
          investigation by the Company currently pending or that the Company
          intends to initiate.

     4.21 Intentionally Deleted.

     4.22 Consents. All consents, approvals, authorizations or permits which
          are required by the Company in connection with the consummation by
          the Company of the transactions contemplated by this Agreement are
          listed in Exhibit 4.22 attached hereto and have been obtained as of
          the date hereof or shall be obtained at the Closing.

     4.23 Brokers. Except as disclosed in Exhibit 4.23 herein, no agent or
          broker or any Person 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 similar commission or fee in
          connection with the transactions contemplated hereby.

     4.24 Business Plan. The Business Plan provided by the Company to the
          Investor has been prepared in good faith and with professional care
          by the Company. The Company is not aware of any information that
          materially changes the business prospects of the Company as set
          forth in such Business Plan. Neither the Company nor the Founder
          provides any guaranty regarding the financial projections included
          in such Business Plan.

     4.25 No Breach. Neither the execution of this Agreement and the
          performance of the terms hereof nor the consummation of the
          transactions contemplated hereby will conflict with, or result in a
          violation of, or constitute a default under the Corporate Documents
          of the Company, or any agreement or other instrument to which the
          Company is a party or by which it is bound, or to which any of its
          properties is subject, nor will the performance by the Company of
          its obligations hereunder violate any law, consent, permit, rule,
          regulation or order of any court, or any governmental agency or body
          having jurisdiction over the Company or any of its properties. Such
          execution and compliance will not give to others any rights,
          including, but not limited to, rights of termination, cancellation
          or acceleration, in or with respect to any agreement or commitment
          referred to in this Section, or to any of the properties of the
          Company.

     4.26 Authorization. This Agreement, and the other agreements contemplated
          hereby or which are ancillary hereto, including the Registration
          Rights Agreement, the Management Agreement, the Services Agreement
          and the Lease Agreement, have been duly and validly authorized and
          executed by the Company and constitute valid and binding obligations
          of the Company, and subject to all applicable laws are enforceable
          against the Company in accordance with their respective terms.

     4.27 Full Disclosure. There is no material fact in the Company's
          possession or knowledge which relates to the Company that has not
          been disclosed in writing to the Investor. This Agreement and the
          Exhibits and other documents delivered to the Investor in connection
          herewith do not contain any material untrue statement and to the
          Company's best knowledge do not omit to state a material fact
          necessary in order to make the statements contained therein and
          herein not misleading.

     4.28 Records. The minutes of the Company which have been provided to the
          Investor contain accurate and complete copies of the minutes of
          every meeting of the Company's shareholders and Board of Directors
          (and any committee thereof) which are, or may be, material to the
          Company in any way. No resolutions have been passed, enacted,
          consented to or adopted by the directors (or any committee thereof)
          or shareholders of the Company, except for those contained in such
          minutes. 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.

     4.29 Subsidiaries. The Company has no subsidiaries and does not, directly
          or indirectly, own any interest in any corporation, partnership,
          joint venture or other business venture.

     4.30 Survival. Each representation and warranty herein is deemed to be
          made on the date of this Agreement and at the Closing, and shall
          survive and remain in full force and effect for 2 years after the
          Closing provided however, that each representation and warranty
          herein shall terminate upon the earlier to occur of (i) the closing
          of the sale of the Ordinary Shares of the Company to the public in a
          bona fide firm commitment underwriting pursuant to a registration
          statement under the Securities Act, or (ii) consummation of the sale
          of all share capital of the Company by a merger, or a sale of all or
          substantially all of the assets of the Company.

5.   Representations and Warranties of the Investor
     ----------------------------------------------

     The Investor hereby represents and warrants to the Company as of the
     date hereof and as of the Closing, acknowledging that the Company is
     entering into this Agreement in reliance thereon, as follows:

     5.1  It has the full power and authority to execute this Agreement and to
          consummate the transactions contemplated hereby to be consummated by
          such Investor. This Agreement and the other agreements contemplated
          hereby or which are ancillary hereto, has been duly executed by such
          Investor, and this Agreement constitutes the valid and binding
          obligation of such Investor, enforceable against it in accordance
          with its respective terms.

     5.2  It is duly organized and validly existing in the country of its
          organization or incorporation.

     5.3  Without derogating from the representations and warranties set forth
          in Section 4 above or the Company's liability therefor as predicated
          under this Agreement, the Investor has been given access to
          information regarding the Company and the Preferred A Shares it has
          requested. The Investor further represents that it had an
          opportunity to ask questions and receive answers from the Company's
          representatives, concerning the Company and the Preferred A Shares
          as well as regarding written information that it received.

     5.4  The Investor has not made any agreement with any broker, finder or
          similar agent or any person or firm, providing for the payment of
          any finder's fee, brokerage fees or commission or similar payment in
          connection with the transactions contemplated hereby

     5.5  The Investor has the requisite knowledge and experience in financial
          and business matters to be capable of evaluating the merits and
          risks of such an investment, and of investing, in the Company. The
          Investor can bear the risk of its investment hereunder and a
          complete loss thereof.

     5.6  The Investor acquiring the Issued Shares for investment for its own
          account, not as a nominee or agent, and not with the view to, or for
          resale in connection with, any distribution thereof. The Investor
          understands that the Issued Shares to be purchased hereby, have not
          been, and will not be, registered under the Securities Act by reason
          of a specific exemption from the registration provisions of the
          Securities Act, the availability of which depends upon, among other
          things, the bona fide nature of the investment intent and the
          accuracy of the Investor's representations as expressed herein.

     5.7  Each representation and warranty herein is deemed to be made on the
          date of this Agreement and at the Closing, and shall survive and
          remain in full force and effect for 2 years after the Closing
          provided however, that each representation and warranty herein shall
          terminate upon the earlier to occur of (i) the closing of the sale
          of the Ordinary Shares of the Company to the public in a bona fide
          firm commitment underwriting pursuant to a registration statement
          under the Securities Act, or (ii) consummation of the sale of all
          share capital of the Company by a merger, or a sale of all or
          substantially all of the assets of the Company.

6.   Rights of Preferred A Shares
     ----------------------------

     The rights, preferences and privileges of the Preferred A Shares shall
     be as set forth in the Corporate Documents of the Company, as amended
     hereunder, which rights are hereby incorporated by reference into this
     Agreement and constitute an integral part hereof, and which include
     without limitation, the following:

     6.1  Liquidation Preference. In the event of (i) any dissolution or
          liquidation of the Company; (ii) the commencement by or against the
          Company of any bankruptcy, winding-up or insolvency proceeding under
          any bankruptcy or insolvency or similar law, whether voluntary or
          involuntary; or (iii) the appointment of a receiver or liquidator to
          all or substantially all of the Company's assets (collectively, a
          "Liquidation Event"), any assets of the Company available for
          distribution shall be distributed pursuant to the following order of
          preference:

          6.1.1  The holders of the Preferred A Shares 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, an
                 amount per Preferred A Share equal to the Preference Amount
                 (as defined herein). As used herein the "Preference Amount"
                 shall mean the original issue price of a Preferred A Share
                 (adjusted for share combination or subdivision, bonus shares
                 or any other recapitalization of the Company's shares (a
                 "Recapitalization Event")), plus an amount equal to accrued
                 but unpaid dividends declared by the Board of Directors, if
                 any. If the assets thus distributed among the holders of
                 Preferred A Shares shall be insufficient to permit the
                 payment to such holders of the full Preference Amount, then
                 the assets available for distribution shall be distributed
                 pro-rata among the holders of Preferred A Shares, in
                 proportion to the Preference Amount each of them is otherwise
                 entitled to receive.

          6.1.2  After payment in full of the Preference Amount, the remaining
                 assets of the Company then available for distribution, if
                 any, shall be distributed pro-rata among all the shareholders
                 of the Company, including the holders of Preferred A Shares,
                 in proportion to their respective shareholdings in the
                 Company on an as-converted basis.

          6.1.3  Notwithstanding sub-sections 6.1.1 and 6.1.2., in the event
                 the total assets available for distribution exceeds five
                 times the original issue price of the Preferred A Shares
                 (adjusted for Recapitalization Event), then no liquidation
                 preference shall apply, i.e. the total assets available for
                 distribution shall be distributed pro-rata among all the
                 shareholders of the Company, irrespective of the class of
                 shares they hold, in proportion to their respective
                 shareholdings in the Company on an as-converted basis.

                 A merger or a consolidation of the Company into another
                 corporation, in which the Company's shareholders did not
                 retain a majority of the voting power in the surviving
                 corporation, or a sale of all or substantially all of the
                 Company's assets or all or substantially all of the Company's
                 issued and outstanding shares, or other transaction which
                 would result in a change of control of the Company (a "Change
                 in Control"; for this purpose the term "Control" shall have
                 the same meaning as in Section 1 of the Securities Law -
                 1968), shall each be deemed a Liquidation Event ("Deemed
                 Liquidation Event"). For the avoidance of doubt it is
                 clarified that merger, consolidation of the Company with or
                 into one or more other corporations, in which the Investor
                 has a Control, shall not be regarded as a Liquidation Event
                 for the purpose of allocation of proceeds among the Company's
                 shareholders.

     6.2  Distribution of Dividends. In the event that any dividends or other
          distributions, whether in cash or in securities or other assets,
          have been declared or distributed by the Company, the holders of the
          Preferred A Shares shall be entitled to an equal distribution per
          share as the holders of any other classes of shares of the Company
          with respect to such distribution on an as converted basis, without
          any preference.

          The Company and the Founder undertake that no dividends shall be
          distributed until the end of 24 months from Closing.

     6.3  Conversion of Preferred A Shares.

          6.3.1  Conversion at the option of the Investor. Each Preferred A
                 Share shall, at any time and at the sole discretion of its
                 holder, be convertible into Ordinary Shares upon twenty (20)
                 days written notice to the Company. Initially, the conversion
                 ratio shall be one-to-one, but such conversion ratio shall be
                 adjusted: (i) in accordance with any Recapitalization Event
                 and (ii) pursuant to the anti-dilution provisions set forth
                 herein.

          6.3.2  Conversion at the option of the Company. Each Preferred A
                 Share shall be convertible into Ordinary Shares as aforesaid
                 at the election of the Company upon (i) the closing of a
                 firmly underwritten public offering of Ordinary Shares
                 pursuant to a registration statement under the United States
                 Securities Act of 1933, as amended or any other registration
                 statement in other accepted jurisdiction ("IPO").

     6.4  Anti-Dilution Rights. Until the earlier of (i) IPO; (ii) the
          occurrence of Liquidation Event or Deemed Liquidation Event; or
          (iii) the elapse of 2 years from Closing (the "First Period"), in
          the event that the Company shall issue new Ordinary Shares, any
          other class of equity shares, or any securities exercisable into,
          convertible into or exchangeable for Ordinary Shares, at a price per
          share lower than the Price Per Share applicable to the Preferred A
          Shares purchased hereunder or the price per share under the First or
          Second Option Prices, as relevant (and as may be adjusted from time
          to time), the conversion ratio of the Preferred A Shares shall be
          adjusted on a full ratchet basis, for no additional consideration,
          as set forth in the Amended Articles. Thereafter, Until the earlier
          of (i) IPO; (ii) the occurrence of Liquidation Event or Deemed
          Liquidation Event; or (iii) the elapse of 2 years from the end of
          the First Period, the Investor shall have a weighted average anti
          dilution protection. The aforesaid shall not apply to the issuance
          of shares, options or securities convertible into shares, (i) to
          employees, officers, consultants or directors of the Company,
          pursuant to a stock purchase agreement or stock option plan or
          agreement or other incentive stock arrangement, approved by the
          Board of Directors or (ii) upon conversion of shares of Preferred A
          Shares or (iii) upon distribution on Preferred A Shares or as
          dividends distributed equally on all shares of the Company or (iv)
          to Strategic Investor. "Strategic Investor" for the purpose of this
          Section means: an investor which, in addition to its investment by
          capital in the Company in an amount equal or greater than the amount
          invested by the Investor, shall simultaneously enter into a material
          commercial transaction with the Company.

     6.5  Voting Rights. All holders of Preferred A Shares shall be entitled,
          notwithstanding any provision hereof, to notice of any shareholders
          meeting in accordance with the Amended Articles and to attend such
          meetings.

          The holder of each Preferred A Share shall have the right to one
          vote for each share of Ordinary Shares into which such Preferred A
          Shares could then be converted (with any fractional share determined
          on an aggregate conversion basis being rounded to the nearest whole
          share), and with respect to each vote, such holder shall have full
          voting rights and powers equal to the voting rights and powers of
          the holders of Ordinary Shares, and shall be entitled to vote,
          together with the Ordinary Shares as one class, with respect to any
          question upon which holders of Ordinary Shares have the right to
          vote.

7.   Conduct of Business Through Closing.
     -----------------------------------

     From the date hereof through the Closing, and except as set forth
     herein, the Company (a) will conduct its business solely in the
     ordinary course as is conducted on the date hereof and in such manner
     as to preserve, to the extent possible in the ordinary course of
     business, the accuracy of the representations and warranties made
     hereunder; (b) shall not declare or pay any dividends or make any other
     distributions with respect to its share capital; (c) shall not issue
     any shares nor grant any option, warrant, convertible debenture or any
     other form of security exercisable into or convertible to shares of the
     Company (other than as provided for herein); (d)shall not repay any
     indebtedness for which any of the Company's shareholders are
     guarantors; and (e) shall not enter into or renew any agreement with an
     Interested Party (including an employment agreement with any employee
     or director), or increase the remuneration of any employee or director.

8.   Management of the Company; Covenants of the Parties
     ---------------------------------------------------

     The Parties agree that, from and after the Closing:

     8.1  Board of Directors. The Company's Board of Directors shall consist
          of up to seven (7) directors that shall be elected as follows:

          8.1.1  The holders of the Preferred A Shares shall be entitled to
                 appoint, replace and remove two (2) directors (the
                 "Investor's Directors"). In the event that the First Option
                 is exercised in whole by the end of the First Option Period ,
                 the Investor shall be entitled to appoint, replace and remove
                 3 directors. In the event the Investor's shareholdings are
                 reduced below 10% of the outstanding share capital of the
                 Company the Investor shall be entitled to appoint, replace
                 and remove only one director. Initially, such appointees
                 shall be Mr. Shmuel Bachar and Mr. Arie Geler.

                 In addition the holders of the Preferred A Shares shall be
                 entitled to appoint one non-voting observer to the Board of
                 Directors. Initially, such appointee shall be Mr. Yoav
                 Bar-Nes.

                 The Directors (except for the Founder) shall be each entitled
                 to receive from the Company reasonable out-of-pocket expenses
                 for attending meetings of the Board of Directors.

                 Each of the Investor's Directors shall be entitled to
                 communicate to the Investor all information received in its
                 capacity as a member of the Board, and such information may
                 be used by the Investor in connection with its investment in
                 the Company, and in discussions with other shareholders in
                 the Company provided that such information will be used
                 solely for the purpose of monitoring the Investor's
                 investment in the Company and for inclusion of financial
                 information in reports to governmental authorities or stock
                 exchanges if required by law or stock exchange rule and will
                 not be used for any other purpose or disclosed to any person
                 without the prior written consent of the Company.

          8.1.2  The Founder shall be entitled to appoint the remaining
                 directors to the Board of Directors of the Company. Initially
                 such appointees shall be the Founder himself and Mr. Gabi
                 Gilboa who shall serve in office for at least three (3) years
                 from Closing

                 The directors appointed by the Founder will be professionals
                 experienced in the field of operation of the Company or in
                 financial matters.

          8.1.3  As long as the holders of the Preferred A Shares hold at
                 least 10% of the outstanding share capital of the Company,
                 the Chairman of the Board shall be Shmuel Bachar or any other
                 Investor Director at the choice of the Investor. In the event
                 of an equality of votes (except in respect of the matters
                 which are subject to veto rights pursuant to Section 8.2.2
                 below), the Chairman of the Board will not have a casting
                 vote and the decision shall be regarded as not approved by
                 the Board of Directors of the Company.

          8.1.4  It is the intention of the Company to recruit a new CEO, who
                 shall be appointed by mutual consent of the Parties.

          8.1.5  As of the Closing Date the Company's CFO, on a part time
                 basis, shall be Mr. Ran Eckhaus. At the time it is required
                 to appoint a full time CFO, the Investor shall be entitled to
                 propose a candidate, who shall be subject to the reasonable
                 approval of the Company.

     8.2  Board and Shareholders Decisions.

          8.2.1  Subject to any applicable mandatory law, all resolutions and
                 actions of the Board of Directors and of the shareholders of
                 the Company shall be taken by a majority vote.

          8.2.2  Notwithstanding the aforesaid, until the IPO and as long as
                 the Investor holds at least 15% of the outstanding share
                 capital of the Company, a consent of the holders of the
                 Preferred A Shares or of the directors appointed by them
                 shall be required for any action of the Company's general
                 meetings or of the Company's Board of Directors (or any
                 committee thereof), as applicable, regarding any of the
                 following issues: (1) amendment to the Corporate Documents of
                 the Company that adversely effects the rights of the
                 Preferred A Shares; (2) a material change in the business of
                 the Company; (3) issuance of capital stock, rights, options
                 or warrants to purchase capital stock, or other securities
                 convertible into capital stock; (4) merger, consolidation of
                 the Company with or into one or more other corporations,
                 other than corporation in which the Investor has Control, in
                 which the shareholders of the Company immediately after such
                 merger or consolidation hold stock representing less than the
                 majority of the voting power of the outstanding stock of the
                 surviving corporation (5) the sale, lease or other
                 disposition of all or substantially all of the Company's
                 assets, or technology, (6) transactions with any officer,
                 director, shareholder or other interested party, or any other
                 party related, directly or indirectly, to any of them; (7)
                 liquidation, dissolution or winding-up of the Company; (8)
                 the constitution of any committee of the Board of Directors
                 or of the board of directors of any subsidiary of the
                 Company; (9) appointment, dismissal and determination and
                 changes of remuneration of the Company's senior management;
                 (10) any transaction, other than with a corporation in which
                 the Investor has Control, of the Company exceeding $75,000 or
                 which is not in the Company's ordinary course of business;
                 (11) distribution of dividends (other than a dividend payable
                 solely in Shares distributed equally to all shareholders of
                 the Company on an as converted basis); (12) increase the
                 number of members of the Board of Directors; and (13)
                 determination and changes in the scope and terms of any stock
                 option plan for employees, consultants, directors or
                 subcontractors of the Company, and grant of options pursuant
                 thereto.

                 Notwithstanding the provisions of this Section, until the
                 IPO, and as long as the Investor holds between 7% to 15% of
                 the outstanding share capital of the Company, the following
                 decisions shall require the consent of the holders of the
                 Preferred A Shares or of the directors appointed by them in
                 the Company's general meetings or of the Company's Board of
                 Directors (or any committee thereof), as applicable: 8.2.2
                 (1), (2), (3), (4), (5), (6), (7), (10), (11) and (12),
                 provided that with respect to 8.2.2 (3) the consent of the
                 holders of the Preferred A Shares or of the directors
                 appointed by them shall not be required for issuance of
                 securities at a higher Company valuation than the Investor
                 has incurred plus 15% of such valuation annualy.

                 Notwithstanding the provisions of this Section, until the IPO
                 in the event of exercise of the First and Second Options, a
                 consent of the holders of the Preferred A Shares or of the
                 directors appointed by them shall be required for any action
                 of the Company's general meetings or of the Company's Board
                 of Directors (or any committee thereof), as applicable,
                 regarding the terms and conditions of an IPO.

     8.3  Preemptive Rights. If at any time prior to the IPO, the Company
          proposes to issue and sell any capital stock of the Company, whether
          or not now authorized, rights, options or warrants to purchase
          capital stock, or securities of any type whatsoever that are, or may
          become, convertible into capital stock (excluding securities (i)
          issued in an IPO, (ii) issued upon the conversion of Preferred Stock
          or exercise of the options to acquire shares of the Company which
          are in existence on the date of the Closing, or (iii) issued to
          employees, officers, consultants or directors of the Company
          pursuant to stock option plans or agreements or other incentive
          stock arrangements, approved by the Board of Directors or (iv)issued
          in connection with the acquisition by the Company of, or business
          combination with, another company or entity by merger or purchase of
          substantially all of its stock or assets ("New Securities")) it
          shall enable each of the Preferred A Share holders to purchase their
          pro rata share, of the fully diluted outstanding share capital of
          the Company, on an as-converted basis, of any such New Securities,
          all according to the terms and conditions set forth in the Amended
          Articles.

     8.4  Co-Sale, No Sale Rights, Right of First Refusal

          8.4.1  If the right of first refusal set forth in the Amended
                 Articles is not exercised and any of the Existing
                 Shareholders (in this Section 8.4, the "Selling Shareholder")
                 intends to sell any shares, other than to a Permitted
                 Transferee (as defined in the Amended Articles), such Selling
                 Shareholder shall so notify the holders of the Preferred A
                 Shares (in this Section 8.4, the "Holders"), describing in
                 such notification the material terms of such proposed sale.
                 Upon receipt of such notice, the Holders shall have the right
                 to exercise the option contained in 8.4.2 below.

          8.4.2  The Holders shall have the option, exercisable by written
                 notice to the Selling Shareholder within ten (10) business
                 days after receipt of the notice described in 8.4.1 above, to
                 require the Selling Shareholder to provide as part of his
                 proposed sale that the Holders be given the right to
                 participate in the sale pro rata in proportion to the
                 respective numbers of Shares owned by any of the Holders (on
                 an as converted basis) and the Selling Shareholder at such
                 time, on the same terms and conditions as the Selling
                 Shareholder. If such option is exercised by the Holders, the
                 Selling Shareholder shall not proceed with such sale unless
                 the Holders are given the right to participate.

          8.4.3  Notwithstanding the aforesaid, in the event that any
                 shareholder or group of shareholders proposes to sell shares
                 in a transaction or series of transactions which result in a
                 change in control of the Company, then the Holders shall be
                 entitled to participate in such transaction and to sell all
                 of their shares in the Company prior to the inclusion of any
                 shares of the Selling Shareholder(s). For purposes of this
                 Section 8.4, the term "change in control" shall mean the
                 transfer of (i) 50% or more of the equity of the Company or
                 (ii) shares entitling the holder to appoint 50% or more of
                 the directors of the Company.

          8.4.4  The Existing Shareholders agree and declare that they will
                 not sell any of their shares in the Company as of the date of
                 this Agreement, whether held directly or indirectly, prior to
                 the end of eighteen (18) months from Closing. Thereafter and
                 prior to an IPO the Existing Shareholders may sell up to: (i)
                 3% of their shares in the Company, whether held directly or
                 indirectly, prior to the end of 24 months from Closing; (ii)
                 additional 5% of their shares in the Company, whether held
                 directly or indirectly prior to the end of 36 months from
                 Closing; (iii) additional 5% in the aggregate of their shares
                 in the Company, whether held directly or indirectly, prior to
                 the end of 48 months from Closing; (iv) additional 5% in the
                 aggregate of their shares in the Company, whether held
                 directly or indirectly, prior to the end of 60 months from
                 Closing; and (v) 25% of their shares in the Company, whether
                 held directly or indirectly, in each year from the
                 commencement of the sixth year.

                 Transfer of shares by the Existing Shareholders pursuant to
                 this subsection 8.4.4(i), (ii) (iii) and (iv) above shall not
                 be subject to the right of co sale as set forth in Section
                 8.4.1 above.

          8.4.5  The Investor shall be entitled to a right of first refusal to
                 purchase any shares which will be sold or transferred in any
                 other way by the Existing Shareholders, according to the
                 terms specified in the Amended Articles

          8.4.6  The rights established by this Section 8.4 shall not apply
                 to, and shall terminate upon the effective date of the IPO.

     8.5  Accounts and Records. The Company will keep true records and books
          of account in which full, true and correct entries will be made of
          all dealings or transactions in relation to its business and affairs
          in accordance with generally accepted principles applied on a
          consistent basis.

     8.6  Access to Information. A representative of the Investor who has
          signed a non-disclosure agreement (so long as the Investor holds at
          least 5% of the outstanding share capital of the Company) shall
          have, upon reasonable notice, full access to all books and records
          of the Company, shall be entitled to review at its discretion, and
          shall be entitled to inspect the properties of the Company and
          consult with management of the Company.

     8.7  Information Rights. Prior to an IPO, the Company shall deliver to
          the Investor, for as long as it holds at least 5% of the outstanding
          share capital of the Company in the Company (i) within 60 days after
          the end of each fiscal year, a consolidated balance sheet of the
          Company, as at the end of such fiscal year, and a consolidated
          statement of income and a consolidated statement of cash flows of
          the Company, for such year, all prepared in accordance with GAAP and
          setting forth in each case in comparative form the figures for the
          previous fiscal year and to the Company's operating plan then in
          effect and approved by its Board of Directors, all in reasonable
          detail. Such financial statements shall be accompanied by a report
          and opinion thereon by independent public accountants of national
          standing as one of the five major accounting firms in Israel,
          selected by the Company's Board of Directors (the "Accountants"),
          (ii) within 45 days from the end of each quarter, a consolidated
          balance sheet of the Company, as of the end of each such quarterly
          period, and consolidated statements of income and cash flows of the
          Company for such period and for the current fiscal year to date,
          prepared in accordance with GAAP and setting forth in comparative
          form the figures for the corresponding periods of the previous
          fiscal year and to the Company's operating plan then in effect and
          approved by its Board of Directors, subject to changes resulting
          from normal year-end audit adjustments, all in reasonable detail and
          reviewed by the Accountants; and (iii) monthly management reports
          (in a form mutually agreed) and unaudited monthly financial
          statements within 30 days from the end of each month, and (iv) an
          annual budget, within 30 days prior to the end of each fiscal year.
          Following the IPO, the Company shall deliver to each holder of
          Preferred A Shares or Ordinary Shares issued upon conversion of
          Preferred A Shares, copies of the Company's filings with the
          Securities and Exchange Commission and Annual Reports to
          shareholders as soon as practicable after such documents were filed
          with the Securities and Exchange Commission. For the Purpose of this
          Section GAAP shall mean Israeli GAAP and adjustment to US GAAP,
          provided that the Investor shall pay for the expenses associated
          with the adjustment to US GAAP.

          Notwithstanding anything herein the Company shall deliver to the
          Investor any information which the Investor is required to file
          pursuant to Israeli and USA securities laws or any request of the
          securities authorities in these jurisdictions. Such delivery by the
          Company shall be made at least 14 days before the date on which the
          Investor is required to file such information, provided that the
          Company has such information and provided further that the Investor
          has notified the Company in due time on such requests.

     8.8  Internal Reporting Requirements. The Company's management shall
          submit to the Board of Directors for its approval, annually, an
          annual operating plan and budget, in such format as the directors
          shall require, at least 30 days prior to the first day of the year
          covered by such plan. In addition, the Company's management shall
          submit to the Board of Directors monthly and other reports in such
          format, and containing such information, as the directors shall
          require.

     8.9  Registration Rights. Effective as of the Closing, the Company hereby
          grants to the holders of Preferred A Shares and the Ordinary Shares
          registration rights as more fully set forth in the Registration
          Rights Agreement attached hereto.

    8.10  Employment Agreements and Employee Vesting. The Company hereby
          undertakes to use its best efforts to ensure that all future key
          officers, employees and consultants of the Company enter into a
          confidential information and invention assignment agreement with the
          Company, the terms of which shall be acceptable to Investor. The
          Company shall not issue, as of the Closing, options to employees,
          directors and consultants, which are not subject to vesting unless
          otherwise decided by the Board of Directors.

    8.11  Confidentiality and Non-Disclosure. No disclosure regarding the
          Investor's terms of investment in the Company in a press conference,
          in any professional or trade publication, in any marketing materials
          or otherwise to the general public may be made by the Parties,
          without the prior written consent of the Investor, which consent may
          be reasonably withheld at the sole discretion of the Investor.
          Notwithstanding the foregoing, the Investor shall be able to
          disclose its relationship with the Company/Investor, its investment
          in the Company and the terms thereof to third parties or to the
          public after first notifying in writing the Company 7 days in
          advance. In the event of a disclosure required by law, including by
          the Securities and Exchange Commission, the disclosing Party shall
          use all reasonable efforts (and cooperate with the other Party's
          efforts) to obtain confidential treatment of materials so disclosed.

    8.12  Use of Proceeds. The Company shall use the Purchase Price and the
          proceeds generated from the Options exercise to finance the
          Company's general corporate purposes as set forth in the budget
          attached hereto as Exhibit 8.12 (the "Budget") and subject to the
          term and conditions thereof. The Company may modify and update the
          Budget from time to time with the approval of the Board of Directors
          including the affirmative consent of at least two of the Investors'
          Directors.

    8.13  Signatory Rights. As of Closing and until otherwise resolved by the
          Board of Directors, including the affirmative consent of at least
          one of the Investors' Directors the signatory rights on behalf of
          the Company shall be as specified in Exhibit 8.13 attached hereto.

    8.14  Insurance. The Company shall prior to the Closing introduce three
          proposals of insurance policies to the Investor as listed in Exhibit
          8.14 attached hereto, with coverage customary in the industry for
          Companies' with similar scope and activities. The Company shall ,
          following consultation with the Investor, promptly following the
          Closing purchase such insurance policies out of the proposal which
          it founds the most suitable for the Company.

9.   Indemnification
     ---------------

     The Company and the Founder shall indemnify the Investor and its
     successors from and against all claims, actions, suits, losses,
     liabilities, damages, judgments, settlements, costs of investigation or
     other expenses (including but not limited to interest, penalties and
     reasonable attorneys' fees and disbursements incurred in connection
     with enforcing this indemnification or otherwise in connection with any
     of the foregoing) (collectively, "Losses") based upon, arising out of
     or in respect of a material breach of any representation or warranty or
     covenant of the Company and the Founder contained in this Agreement
     without regard to any independent examination of the Company conducted
     by the Investor, provided, however, that except in cases of willful
     misrepresentation or fraud the liability of the Company and the Founder
     to the Investor pursuant to this Section 9 which may be raised only if
     the Investor's Losses exceed in the aggregate a sum of US$15,000, shall
     in no event exceed the respective aggregate Purchase Price paid by the
     Investor for the Issued Shares purchased by it hereunder and provided
     further, (i) the liability for damages paid in cash of the Founder
     under this Section 9,shall not exceed, in the aggregate $50,000 and
     (ii) the Founder may satisfy his obligations hereunder through the
     tender of his shares of the Company's Ordinary Shares valued at their
     then fair market value.

10.  Confidentiality
     ---------------

     Without derogating from any other agreement or undertaking to which any
     of the Parties hereto is subject, and in addition to any such agreement
     or undertaking, the Investor undertakes to keep in strict confidence,
     and not to use for any purpose whatsoever except for internal purposes
     related to its investment in the Company, any and all information
     relating, in any way, to the Company which had been provided to the
     Investor by the Company or was otherwise obtained by such Investor,
     except information which may be clearly and convincingly (a) was in the
     Investor's possession prior to its disclosure; (b) is or becomes
     available in the public domain through no fault of the Investor; (c)
     was disclosed by operation of law; (d) is rightfully received by the
     Investor from a third party without a duty of confidentiality, to the
     best of the Investor's knowledge; or (e) is independently developed by
     the Investor. In the event of a disclosure required of the Investor
     according to any law, including by the Securities and Exchange
     Commission, the Investor shall use all reasonable efforts to obtain
     confidential treatment of materials required to be disclosed.

11.  Governing Law and Jurisdiction
     ------------------------------

     This Agreement shall be governed by and construed according to the laws
     of the State of Israel, without regard to the conflict of law
     provisions thereof. Any dispute arising under or in relation to this
     Agreement shall be resolved in the competent court in Tel Aviv, Israel,
     and each of the Parties hereby submits irrevocably to the exclusive
     jurisdiction of such court.

12.  Miscellaneous
     -------------

     12.1  This Agreement and its Exhibits including the Non- Disclosure
           Agreement constitute the full and entire understanding and agreement
           between the Parties with regard to the subject matters hereof and
           thereof, and supersedes all prior agreements between the Parties
           hereof with regard to such subject matter.

    12.2   Each of the Parties shall take such actions, including the execution
           of further instruments and voting its shares in the Company, as may
           be necessary to give full effect to the provisions hereof and to the
           intent of the Parties hereto.

    12.3   Any term of this Agreement may be amended only with the written
           consent of the Parties hereto.


    12.4   None of the rights, privileges, or obligations set forth in, arising
           under, or created by this Agreement may be assigned or transferred
           without complying with the limitations on transfers of shares
           imposed by the Amended Articles, with the exception of: (i)
           assignments by the Investor or the other shareholders of the Company
           to Permitted Transferees (as defined below) of shares of such
           Investor or other shareholder, as applicable; (ii) assignments and
           transfers from the Investor or the Existing Shareholders to any
           other entity which controls, is controlled by or is under common
           control with, such Investor or Existing Shareholder; (iii)
           assignments and transfers of shares (if any) in accordance with the
           Agreement dated January 1, 2000 and its amendment dated October 10,
           2000, attached as Exhibit 4.3 to this Agreement; provided, however,
           that that no such assignment or transfer shall become effective
           unless each such transferee has provided the Company and the
           Investor with a confirmation in writing that it is bound by all
           terms and conditions of this Agreement as if it were an original
           party to it. The Company shall not be entitled to assign any of its
           rights or obligations hereunder (other than as provided for herein),
           absent prior written consent of the Investor.

    12.5   A Party may waive any of its rights hereunder provided, however,
           that such waiver shall be in writing and shall apply exclusively to
           such Party's rights hereunder.

    12.6   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
           therefore 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 provision of this Agreement, must be in writing and
           shall be effective only to the extent specifically set forth in such
           writing.

    12.7   All remedies either under this Agreement or by law or otherwise
           afforded to any of the Parties, shall be cumulative and not
           alternative.

    12.8   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.

    12.9   All notices or other communications hereunder shall be in writing
           and shall either be given in Person, sent by registered mail
           (registered international air mail if mailed internationally), sent
           by an overnight courier service which obtains a receipt to evidence
           delivery, or transmitted by facsimile transmission (provided that
           written confirmation of receipt is provided), addressed as set forth
           below:

           If to Company:     SygMed Ltd.
                              P.O. Box 2412
                              Raanana 43654, Israel
                              Att: Mr. Jacob Gross
                              Fax: 972-97410662

           With a copy to:    Eitan, Pearl, Latzer &Cohen Zedek
                              7 Shenkar St., Herzlia 46725 Israel
                              Att: Tal Danon-Shenhav, Adv., Hili Feferman, Adv.
                              Fax: 972-9-9709001

           If to Investor:    Aryt Industries Ltd.
                              7 Haplada St.
                              POB 696
                              Or Yehuda  60256, Israel
                              Fax: 972-3-5339223
                              Attn: Mr. Yoav Bar-Nes

            With a copy to:   Efrati, Galili & co.
                              6 Wissotsky Street.
                              Tel Aviv  62338
                              Fax:  972 - 3 - 604 0111
                              Attn:  Ian Rostowsky, Adv., Omer Ben-Zvi, Adv.

    12.10  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 as of the date first
hereinabove set forth.




-------------------------------
SYGMED LTD.

By:      /s/  Jacob Gross
         ----------------
Title:   CEO
         ----------------------


-------------------------------
YAACOV GROSS

/s/   Schmuel Bachar
--------------------
/s/  Ram Eckhaus
-----------------
ARYT INDUSTRIES LTD.

By:      _________________________
Title:   _________________________