exv4w2






EXHIBIT 4.2




					
	 	 	 	 	 
	NUMBER
	 	VOCALTEC
	 	SHARES
	A	 	 	 	 






VOCALTEC COMMUNICATIONS LTD.

INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL




	 	 	 

	 

	 	CUSIP M97601 12 0
	 

	 	SEE REVERSE FOR
	 

	 	CERTAIN DEFINITIONS






 

THIS CERTIFIES THAT




IS THE OWNER OF

 





FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES, NO PAR VALUE NEW, OF




VOCALTEC COMMUNICATIONS LTD.


transferable on the books of the Corporation in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. This certificate and the shares represented hereby
are issued and shall be held subject to all the provisions of the Memorandum of Association and
Articles of Association of
the Corporation and amendments thereto, to all of which the holder by the
acceptance hereof assents. This certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.





WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.




Dated:



	 	 	 	 	 

	 
	 	Chairman of the Board of Directors
	 	Chief Executive Officer
	 
	 	 	 	and Director






Countersigned and Registered:

      AMERICAN STOCK TRANSFER & TRUST COMPANY




	 	 	 	 	 

	BY            (NEW YORK, N.Y.)
	 	TRANSFER AGENT AND REGISTRAR
	 	 






AUTHORIZED SIGNATURE.

















 





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



	 	 	 	 	 	 	 	 	 	 	 

	TEN COM

	 	-
	 	as tenants in common
	 	UNIF GIFT MIN ACT -
	 	                    

(Cust)	Custodian	                    

(Minor)

	TEN ENT

	 	-
	 	as tenants by the entireties
	 	 	 	Under Uniform Gifts
to Minors Act	                    .
	JT TEN

	 	-
	 	as joint tenants
with right of
survivorship and not
as tenants in common
	 	 	 	 	 	(State)






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


For value received,                                                              hereby sell, assign and
transfer unto




	 	 	 

	PLEASE INSERT SOCIAL SECURITY OR OTHER 

IDENTIFYING NUMBER OF ASSIGNEE
	 





 




please print or typewrite name and address including postal zip code of assignee



 




 




 




Ordinary Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint                                                        



 




Attorney to transfer the said Ordinary Shares on the books of the within-named
Corporation with full power of substitition in the premises.




	 	 	 	 	 	 	 

	Dated
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 




Signature(s) Guaranteed:



 




THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALION PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.



NOTICE: the signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without alteration
of enlargement, or any change whatever.