EXHIBIT 4.1 ADDENDUM NO.4 TO INVESTMENT AGREEMENT DATED DECEMBER 10, 2001

                                  ADDENDUM # 4
               TO AN AGREEMENT MADE AND ENTERED ON 16 JANUARY 2000

 Made and entered on this 10 day of December 2001, by and among:

ACTIVEPOINT LTD.
Company No. 51-0255867-7
Poleg Industrial Park, Giborei Israel 20, Netanya, Israel 42504
(Hereinafter: the "COMPANY")

and

ONN TAVOR
I.D.056148745
of 10 Bet SHAMMAI St., Ramat Hasharon
(Hereinafter the "FOUNDER")

and

TOPSCHUTTER HOLDING B.V.
c/o Mr. Jean Paul Croisier, 61 Rue du Rhone
Geneve, Switzerland
(Hereinafter the "INVESTOR")

WHEREAS, the Parties have previously executed an Agreement dated January 16,
2000 (the "INVESTMENT AGREEMENT") and an Addendum thereto dated May 28, 2000
(the "FIRST ADDENDUM"), a second Addendum thereto dated February 01, 2001 (the
"SECOND ADDENDUM"), and a third Addendum thereto dated July 29, 2001 (the "THIRD
ADDENDUM") (the Investment Agreement, and the First, Second and Third Addendums
shall be hereinafter referred to jointly as the "AGREEMENT"); and

WHEREAS, the parties wish to add to and/or amend the provisions of the
Agreement, as set forth hereinafter in this fourth addendum (the" ADDENDUM");



<PAGE>

 NOW, THEREFORE, in consideration of the premises, mutual agreements and
covenants set forth below, the Parties agree:

1.    Unless the context compels otherwise, the terms used in this Addendum
      shall bear the meanings ascribed thereto in the Investment Agreement

2.    The Company and the Founder represent that upon completion of the
      investment stipulated under the Third Addendum by the Investor, and prior
      to the execution of the transaction stipulated herein, and further, prior
      to any additional investment or loan undertaken by the Investor with the
      approval of the founder as detailed herein, the holdings of the Company's
      share capital, on a fully diluted basis, shall be as listed hereunder (all
      Company shares bear a par value of NIS 0.1)




<TABLE>

------------------------------------------------------------ ----------------------------
NAME OF SHAREHOLDER                                          HOLDINGS
------------------------------------------------------------ ----------------------------
------------------------------------------------------------ ----------------------------
<S>                                                        <C>
a. The Founder 4841 Ordinary Shares
------------------------------------------------------------ ----------------------------
------------------------------------------------------------ ----------------------------
b.                                                           The Investor 2750
                                                             Ordinary Shares;
                                                             4095 Preferred
                                                             Shares (inclusive
                                                             of the 25 Preferred
                                                             Shares to which the
                                                             Investor is
                                                             entitled, in
                                                             accordance with the
                                                             Third Addendum, on
                                                             account of
                                                             conversion of
                                                             expenses borne
                                                             thereby, as
                                                             specified in
                                                             APPENDIX A, into
                                                             Company equity).
------------------------------------------------------------ ----------------------------
------------------------------------------------------------ ----------------------------
c.                                                           Target Technology
                                                             Center 1500
                                                             Ordinary Shares
                                                             (out of which 1000
                                                             shares are held in
                                                             trust for Company
                                                             employees, and an
                                                             additional 125
                                                             shares were held in
                                                             trust for Mr.
                                                             Azriel Kadim, and
                                                             are to be
                                                             transferred
                                                             thereto).
------------------------------------------------------------ ----------------------------
------------------------------------------------------------ ----------------------------
d. Daniel Eini 250 Ordinary Shares
------------------------------------------------------------ ----------------------------
------------------------------------------------------------ ----------------------------
e. Yitzhak Turkeltaub 250 Ordinary Shares
------------------------------------------------------------ ----------------------------
------------------------------------------------------------ ----------------------------
f.  SHIR H.Y.E.R. Holdings Ltd.                              250 Ordinary Shares
------------------------------------------------------------ ----------------------------
------------------------------------------------------------ ----------------------------
g.  Y.E.R.H. Trusts Ltd.                                     159 Ordinary Shares
------------------------------------------------------------ ----------------------------
------------------------------------------------------------ ----------------------------
h.  Dr. Sydney O'hara                                        Vested with option to purchase  127  Ordinary  Shares at
                                                             par value.
                                                             Options to purchase an  additional  254 Ordinary  Shares
                                                             in the aggregate,  at par value, will vest in accordance
                                                             with  the   provisions   of  the   Company's   agreement
                                                             therewith.
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
i.  Christopher Gare
                                                             Vested with option
                                                             to purchase 64
                                                             Ordinary Shares at
                                                             par value. Options
                                                             to purchase an
                                                             additional 128
                                                             Ordinary Shares in
                                                             the aggregate, at
                                                             par value, will
                                                             vest in accordance
                                                             with the provsions
                                                             of the Company's
                                                             agreement
                                                             therewith.
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>

                                                         -2-





<PAGE>


Besides the foregoing, there are no additional outstanding Company shares,
options to purchase shares, or other securities of any kind.

ESTABLISHMENT OF ACTIVEPOINT U.K.

3.    The Company will established and incorporate a company in the United
      Kingdom (hereinafter: "ACTIVEPOINT U.K." or "AP U.K."), to be a wholly
      owned subsidiary of the Company, as soon as feasible subsequent to the
      execution of this Addendum, but not later than 45 days subsequent to the
      execution hereof AP U.K. will operate in accordance with the ActivePoint
      U.K. Operational Management and Structure Appendix, attached hereto as
      SCHEDULE A. INVESTOR'S INVESTMENT IN THE COMPANY

4.    In addition to the Investor's previous investments in the Company, the
      Investor hereby undertakes to provide a further loan to the Company up to
      the amount of $75,000 ("'The First Loan") subject to and pursuant with the
      provisions hereof The First Loan is intended to be used by the Company as
      initial finance for the operations of AP U.K, and shall be used consistent
      with a budget to be prepared by the Company in conjunction with the
      Investor's representative (notwithstanding the foregoing, the Company
      shall have the overriding right to supervise and oversee




                                      -3-


<PAGE>




 the allocation of the First Loan funds to have access thereto, and to determine
 how they shall be expended, including, inter alia, to determine that a portion
 of the funds be utilized for different Company requirements, such as travel
 expenditures, etc., subject to the Investor's approval at all times). The
 Investor will convey the Loan to the Company monthly beginning December 2001,
 over a period of six months in equal amounts of $12,500.00 ("THE FIRST LOAN
 INSTALLMENTS") each, by way of a bank transfer directly to the bank account of
 AP U.K., the details of which will be provided by the Company, or via the
 Company's account in Israel. In the event that the Investor decides to
 terminate the providing of the First Loan installments he shall be required to
 provide the Company with a one month prior written notice to that effect and
 continue to pay the installments due be paid hereunder during that one full
 month period.

5.    The Company shall issue the Investor a total of 536 Preferred Company
      Shares at their nominal value (NIS 0.1), which shall be issued thereto in
      six installments, subsequent to and commensurate with, the execution of
      each First Loan Installment. Following the execution of the initial First
      Loan Installment the Company shall issue to the Investor 91 Preferred
      Company Shares, while promptly following each of the five ensuing First
      Loan Installments the Company shall issue the Investor 89 Preferred
      Company Shares. Issuance of shares following each of the First Loan
      Installments shall be executed forthwith upon transfer to the Company of
      the First Loan Installment corresponding to such issuance pursuant to
      clause 4 here above and shall take place not later than fourteen (14) days
      from the date of said transfer.

6.    In addition to the Investor's undertaking in Clause 4 above, the Investor
      hereby undertakes to provide a further loan to the Company up to the
      amount of $60,000 ("THE SECOND LOAN") subject to and pursuant with the
      provisions hereof The Second Loan is intended to be used by the Company as
      continued finance for the operations of AP Israel, and shall be used
      consistent with a budget to be prepared by the Company in conjunction with
      the Investor's representative (notwithstanding the foregoing, the Company
      shall have the overriding right to supervise and oversee the allocation of
      the Second Loan funds. to have access thereto, and to determine how they
      shall be expended, including, inter alia, to determine that a portion of
      the funds be utilized for different Company requirements, such as travel
      expenditures, etc., subject to the Investor's approval at all times). The
      Investor will convey the Second Loan to the Company monthly, beginning in
      December 2001, over a period of six months in equal amounts of $10,000.00
      ("THE SECOND LOAN INSTALLMENTS") each, by way of a bank transfer to the
      bank account of AP Israel. In the event that the Investor decides to
      terminate the providing of the Second Loan installments he shall be
      required to provide the Company with a one month prior written notice to
      that effect and continue to pay the installments due be paid hereunder
      during that one full month period.

                                       -5-

<PAGE>





7.    In addition to the shares to be issued to the Investor in accordance with
      section 5 above, the Company shall issue the Investor a total of 428
      Preferred Company Shares at their nominal value (NIS O. I), which shall be
      issued thereto in six installments subsequent to and commensurate with.
      the execution of each Second Loan Installment. Following the execution of
      the initial Second Loan Installment the Company shall issue to the
      Investor 73 Preferred Company Shares while promptly following each of the
      five ensuing Second Loan Insta1Iments the Company shall issue the Investor
      71 Preferred Company Shares. Issuance of the shares pursuant to each of
      the Second Loan Insta1Iments shall be executed forthwith upon transfer to
      the Company of the Second Loan Insta1Iment corresponding to such issuance
      pursuant to clause 6 here above and shall take place not later than
      fourteen (14) days from the date of said transfer.

8.    In addition to the foregoing subject to the execution of the First and
      Second Loans, the Investor shall likewise be entitled to receive the
      following: Subject to any taxes and mandatory payments imposed on the
      Company, (such as royalties due to the Israeli chief scientist), 25% of
      all amounts. in excess of an initial sum of U.S. $100,000 which is to
      remain in the Company, transferred from AP U.K. to the Company, up to a
      total amount equaling the nominal sum of the total of the First and Second
      Loans (free of interest and/or adjustment of any kind, i.e. U.S. $135,000)
      (the "LOAN REPAYMENT"). All such sums accrued on account of the Loan
      Repayment shall be transferred to the Investor immediately (within
      fourteen (14) working days) upon their actual receipt by the Company. The
      Investor shall harbor no claim towards the Founder personally and The
      Founder shall have no responsibility or liability whatsoever if the
      company fails to repay any of the loan installments provided by the
      investor hereunder

 9. Furthermore, in consideration of the Investor undertaking to make the First
 and Second Loans to the Company, the Investor shall be entitled to receive from
 the Company a further issue of 1,928 Preferred Company Shares at their nominal
 value (NIS 0.1). These shares shall be issued pro rata with and at the same
 time as, the First and Second Loan Installments being made in accordance with
 Clauses 4 and 6 above as follows:

 Following the execution of the initial First Loan Insta1Iment the Company shall
 issue to the Investor 180 Preferred Company Shares while promptly following
 each of the five ensuing First Loan Insta1Iments the Company shall issue the
 Investor 180 Preferred Company Shares.

 Following the execution of the initial Second Loan Installment the Company
 shall issue to the Investor 143 Preferred Company Shares, while promptly
 following each of the five ensuing Second Loan Installments the Company shall
 issue the Investor 141 Preferred Company Shares.

 -6-

<PAGE>







 Issuance of all above shares following each of the abovementioned loan
 installments shall be executed forthwith upon transfer to the Company of the
 relevant loan installment corresponding to such issuance pursuant to clause 4
 and 6 here above and shall take place not later than fourteen (14) days from
 the date of said transfer.

 In addition and further to issuance of Preferred Shares to the investor as
 specified above, within 14 days following payment of the initial installments
 on account of the First Loan and Second Loan the Company shall issue the
 Investor 1250 Preferred Shares at their nominal value (NIS 0.1), in lieu of the
 option to purchase said shares in the sum of $175,000, as carried forward from
 Section 3 of the Second Addendum.

 FOUNDER'S COMPENSATION

10.   The Company and the Investor consider that the Founder should receive
      adequate compensation for his agreement to work for the company at this
      stage notwithstanding the Company's bad financial condition, and as such,
      his shareholding should not be materially diluted. As a precondition of
      its further financial support, the Investor has required and the Company
      agrees that, the Founder is to receive 809 Ordinary Company Shares at
      their nominal value (NIS O. I), to be issued to the Founder as follows:

11.   Following the execution of the initial First Loan Insta11ment, the Company
      shall issue to the Founder 73 Ordinary Shares, while promptly following
      each of the five ensuing First Loan Installments the Company shall issue
      the Founder 76 Ordinary Shares. Following the execution of the initial
      Second Loan Installment, the Company shall issue to the Founder 56
      Ordinary Shares, while promptly following each of the five ensuing Second
      Loan Installments the Company shall issue the Founder 60 Ordinary Shares.
      Issuance of all above shares following each of the abovementioned loan
      installments, shall be executed forthwith upon transfer to the Company of
      the relevant loan installment corresponding to such issuance pursuant to
      clause 4 and 6 here above and shall take place not later than fourteen
      (14) days from the date of said transfer. 0.(1),

                                      -7-

<PAGE>



 . ,

 VESTING OF DR. SYDNEY O'HARA WITH OPTIONS, AND ADDITIONAL GRANT THERETO

12.   Notwithstanding the provisions of the Company's agreement with Dr. Sydney
      O'Hara, the Company agrees that the vesting schedule stipulated therein
      shall be accelerated, and Dr. O'Hara shall hereby be vested with the full
      amount of options stipulated therein. Thus. in addition to the option to
      purchase 127 Ordinary Company Shares which have heretofore vested in Dr.
      O'Hara, he shall henceforth be vested with the option to purchase an
      additional 254 Ordinary Company Shares, totaling 381 Ordinary Company
      Shares, which Dr. O'Hara is vested with the right to purchase for their
      nominal value (NIS 0.1 per share, which is equivalent to a total of
      approximately $9.00 for the full total of381 shares). These options to be
      issued within 14 days from payment in full of the first installments on
      account of the First and Second Loans such that Dr, Sydney O'Hara shall be
      allocated the full 381 shares at that time.

13.   In addition, Dr. O'Hara shall be granted options to purchase Ordinary
      Company Shares, at an am01mt equal to 25% of the options to which the
      Marketing Team of AP U.K. shall be entitled (which shall be derived from
      its performance), as stipulated in the agreements the Company intends to
      sign with the key members of the Marketing Team (a copy of which is
      appended hereto as SCHEDULE B). For avoidance of doubt, said members of
      the Marketing Team will have the right to receive one half of their
      remuneration in cash payments, and the remaining half in the form of
      options, and Dr. O'Hara's entitlement under this clause will be to receive
      an amount of options equal to 25% of the options to which the Marketing
      Team shall be entitled; i.e., Dr O'Hara shall be entitled to the
      equivalent of 12.5% of the total remuneration to which the said Marketing
      Team shall be entitled. The options granted Dr. O'Hara hereunder shall be
      exercisable at their nominal value. (NIS 0.1).

14.   Following execution in full of all installments of the First and Second
      Loans and issuance of all shares to be issued to all parties mentioned
      herein, all in accordance with the terms of this Addendum, the holdings of
      the Company's share capital, on a fully diluted basis, shall be as listed
      in the "cap table" "SCHEDULE C" hereto.

15.   Nothing in this agreement shall be construed as any waiver made on the
      part of the Founder with respect to shortfalls in salary due to the
      Founder from the Company.

                                       -8-


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16.   Nothing in this agreement shall be construed as any waiver made on the
      part of the Investor or the Company with respect to the requirement for
      full compliance on the part of the Founder, with the relevant provisions
      of the Companies Law relating to duties and responsibilities imposed on
      directors and officers of a company.

17.   The execution of this Addendum shall be subject to, inter alia" the
      approval of the Company shareholders. Subject to the provisions of this
      Addendum, the Agreement (including with respect to all special rights
      granted to the holders of the Preferred Shares) shall remain unaltered.

 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed on the date first above written:



 /S/ ONN TAVOR
--------------
 ACTIVEPOINT, LTD.

 BY: ONN TAVOR
 TITLE: CEO

 /S/ ONN TAVOR
--------------
 ONN TAVOR



 /S/ J.P. CROISIER
------------------
 TOPSCHUTTER HOLDING B.V.

 BY: /S/ J.P. CROISIER
-----------------------
 TITLE: DIRECTOR