EXHIBIT 4.33
                          HEALTHCARE TECHNOLOGIES LTD.
                                 (THE "COMPANY")
                             AUDIT COMMITTEE CHARTER
                            (EFFECTIVE _______, 2005)

1.   PURPOSE

     The purpose of the Audit Committee (the "COMMITTEE") of the Board of
     Directors ("the BOARD") of the Company is to assist the Board in the
     oversight of (i) the quality and integrity of the Company's financial
     statements, including the audits of the Company's financial statements;
     (ii) the accounting and financial reporting processes of the Company; (iii)
     the Company's compliance with legal and regulatory requirements; (iv) the
     independent auditor's qualifications and independence; and (v) the
     performance of the Company's internal audit processes and its independent
     auditors. In so doing, it is the responsibility of the Committee to
     maintain free and open means of communication among the directors, the
     independent auditor, the internal auditors, and the financial management of
     the Company.

     This charter (the "CHARTER") shall govern the operations of the Committee.

2.   COMPOSITION

     A.   The Committee shall be composed of three (3) or more directors, as
          appointed by the Board, each of whom shall meet the independence and
          financial literacy criteria required by the Securities Exchange
          Commission (the "SEC"), NASDAQ, the Sarbanes-Oxley Act of 2002 and the
          rules and regulations promulgated thereunder ("SOX") and other
          requirements set forth in applicable law, including the requirements
          of the Israel Companies Law (1999) as amended from time to time (the
          "COMPANIES LAW"). All of the Company's Outside Directors, as defined
          in the Israel Companies Law, shall serve on the Committee. At least
          one (1) member shall be a Financial Expert, as such term is defined by
          SOX and NASDAQ. The Board shall determine, in its business judgment,
          whether a member meets the independence and financial literacy
          criteria, and whether at least one (1) member qualifies as a Financial
          Expert.

     B.   Unless the Board designates a chair, the Committee members may appoint
          their own chair by majority vote (the "CHAIRMAN").

     C.   The Board may, subject to applicable law, at any time and in its
          complete discretion remove any member of the Committee and may fill
          any vacancy in the Committee.

3.   MEETING AND PROCEDURES

     A.   The Committee shall meet at least two (2) times each year, or more
          frequently as circumstances may require or as necessary to meet its
          responsibilities. The timing and location of the meetings shall be
          determined by the Committee or its Chairman. The Chairman shall review
          and approve an agenda in advance of each meeting and shall ensure that
          such agenda is circulated to each member of the Committee prior to the
          meeting. The internal auditor shall be given notice of Committee
          meetings, receive their agenda in advance and be entitled to
          participate in them. The Committee, in addition, will meet at any time
          that the independent auditor believes communication to the Committee
          is required. The Committee may meet with management, the senior-most
          internal auditor, and the independent auditor in separate sessions to
          discuss any matters which the Committee or these groups believe should
          be discussed privately with the Committee. The Committee may request
          any officer or employee of the Company or the Company's outside
          counsel or independent auditor to attend a meeting of the Committee or
          to meet with any member of, or consultants to, the Committee.

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     B.   The Committee may meet by telephone conference call or by any other
          means permitted by applicable law and the Company's Articles of
          Association. In addition, the Committee may take decisions by means of
          a unanimous written consent.

     C.   The Committee shall record the minutes of each meeting, and provide
          such minutes to the Board or Directors as set forth below in Paragraph
          5 (B)(1) of this Charter.

     D.   A majority of the number of Committee members will constitute a quorum
          for conducting business at a Committee meeting. The act of a majority
          of Committee members present at a Committee meeting at which a quorum
          is in attendance will be the act of the Committee, unless a greater
          number is required by applicable law or the Company's Articles of
          Association.

     E.   Subject to applicable law, the Committee may form and delegate
          authority to subcommittees consisting of one or more members when
          appropriate, including the authority to grant pre-approvals of audit
          and permitted non-audit services to be performed by the independent
          auditors of the Company, provided that decisions of such subcommittees
          to grant pre-approvals shall be presented to the full Committee at its
          next meeting.

4.   RESOURCES AND AUTHORITY

     The Committee will have appropriate resources and authority to discharge
     its responsibilities as required by applicable law, including the authority
     to engage independent legal, accounting or other counsel or advisors, as
     the Committee deems necessary to carry out its duties. The Committee may
     also, to the extent it deems necessary or appropriate, meet with the
     Company's investment bankers or financial analysts who follow the Company.
     The Company will provide for appropriate funding, as determined by the
     Committee, for payment of compensation (a) to the Company's independent
     auditors engaged for the purpose of rendering or issuing an audit report or
     performing other audit, review or attest services for the Company, and (b)
     to any counsel or advisors retained by the Committee to assist it in
     carrying out its duties.

5.   DUTIES AND RESPONSIBILITIES

     The Committee shall have the following duties and responsibilities with
     respect to:

     A.   INDEPENDENT AUDITORS

          Subject to applicable law, the Committee shall:

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          1)   Approve the appointment and retention of the Company's
               independent auditor and its compensation and, if so determined by
               the Committee, approve the replacement of the independent
               auditor. The independent auditor shall report directly to the
               Committee.

               The Committee shall recommend that the Board take appropriate
               action to oversee the independence of the independent auditor. In
               connection with this responsibility, the Committee shall obtain
               and review a formal written statement from the independent
               auditor delineating all relationships between the independent
               auditor and the Company, including the disclosures required by
               Independence Standards Board Standard No. 1. The Committee shall
               engage in an active dialogue with the independent auditor with
               respect to any disclosed relationships or services that might
               impact the objectivity and independence of the auditor.

               The Committee is directly responsible for overseeing the work of
               the Company's independent auditors engaged for the purpose of
               preparing or issuing an audit report or related work or
               performing other audit, review or attest services for the
               Company. In connection with its oversight role, the Committee
               shall, from time to time as appropriate, obtain and review the
               reports required to be made by the independent auditor pursuant
               to Section 204 of SOX regarding:

               (a)  critical accounting policies and practices to be used;

               (b)  alternative treatments of financial information within
                    generally accepted accounting principles that have been
                    discussed with Company management, the ramifications of the
                    use of such alternative disclosures and treatments, and the
                    treatment preferred by the independent auditor; and

               (c)  other material written communications between the
                    independent auditor and Company management.

          2)   Confirm that the auditor that is to perform the audit services
               for the Company does not violate the audit rotation requirements
               of Section 203 of SOX, which provides that the independent
               auditor may not perform audit services for the Company if the
               lead audit partner or the audit partner responsible for reviewing
               the audit has performed audit services for the Company for each
               of the five previous fiscal years.

          3)   Pre-approve all audit services and permitted non-audit services
               (including the fees and terms thereof) to be performed for the
               Company by its independent auditor to the extent required by, and
               in a manner consistent with, applicable law.

          4)   At least annually, the Committee will obtain, review and discuss
               a report by the independent auditors describing (a) the
               independent auditor's internal quality control procedures, (b)
               any material issues raised by the most recent internal review or
               peer review of the firm or Public Company Accounting Oversight
               Board ("PCAOB") review, or by any inquiry or investigation by any
               governmental or professional authority, within the preceding five
               years, regarding any independent audit carried out by the firm,
               and (c) any steps taken to deal with any such issues.


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          5)   Instruct management, the independent auditor and the internal
               auditor that the Committee expects to be informed if there are
               any issues that require special attention or if it perceives any
               significant weaknesses in the Company's information and reporting
               systems.

          6)   Discuss and review with the independent auditor:

               (i)  all critical accounting policies and practices;

               (ii) all GAAP treatments that have been discussed with
                    management;

               (iii) resolution of disagreements between management and the
                    auditor;

               (iv) ramifications of the use of alternative disclosures and
                    treatments and the treatment preferred; and

               (v)  any other material communication with management.

          7)   The Committee shall review and discuss with the independent
               auditors the plans for, and scope of, the annual audit and other
               examinations.

               The Committee will also review and discuss with the independent
               auditors the matters required to be discussed by Statement on
               Auditing Standards No. 61 relating to the conduct of the audit,
               as well as any audit problems or difficulties and management's
               response, including any restriction on audit scope or on access
               to requested information, and any disagreements with management,
               and significant issues discussed with the independent auditors.

               The Committee shall decide all unresolved disagreements between
               management and the independent auditors regarding financial
               reporting.

          8)   The Committee shall review and discuss with appropriate officers
               of the Company and the independent auditors, prior to the annual
               filing of the Company's annual report on Form 20-F, the annual
               audited financial statements, including the Company's disclosures
               under "Management's Discussion and Analysis of Financial
               Condition and Results of Operations", significant issues
               encountered in the course of the audit work, including
               restrictions on the scope of activities, access to required
               information and the disclosures regarding internal controls and
               other matters required to be reported to the Committee pursuant
               to Section 302 of SOX.

               Furthermore, the Committee shall include its judgment about the
               quality and appropriateness, not just the acceptability of
               accounting principles, the reasonableness of significant
               judgments, and the clarity and level of the disclosures in the
               financial statements.

               Additionally, the Committee shall review and discuss in the
               manner set forth above, as applicable, the Company's quarterly
               financial statements.


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               The Committee is responsible for overseeing the Company's
               accounting and financial reporting process and the audits of the
               Company's financial statements, on behalf of the Board.

               Management is responsible for the preparation, presentation, and
               integrity of the Company's financial statements and for the
               appropriateness of the accounting and reporting policies that are
               used by the Company.

               The independent auditors are responsible for auditing the
               Company's financial statements and for reviewing the Company's
               interim financial statements.

          9)   Discuss at least quarterly with the independent auditor, without
               management being present, (a) its judgments about the quality and
               appropriateness of the Company's accounting principles and
               financial disclosure practices as applied in its financial
               reporting and (b) the completeness and accuracy of the Company's
               financial statements. Review with the independent auditor and
               management, at appropriate intervals, the extent to which any
               changes or improvements in accounting or financial practices, as
               approved by the Committee, have been implemented.

          10)  The Committee shall direct the independent auditor to use its
               best efforts to perform all reviews of interim financial
               information prior to disclosure by the Company of such
               information and to discuss promptly with the Committee and the
               Chief Financial Officer any matters identified in connection with
               the auditor's review of interim financial information which are
               required to be discussed by Statement on Auditing Standards Nos.
               61, 71 and 90. The Committee shall direct management to advise
               the Committee in the event that the Company proposes to disclose
               interim financial information prior to completion of the
               independent auditor's review of interim financial information.

          11)  The Committee shall have such meetings with management, the
               independent auditor and the internal auditor as it deems
               appropriate, to discuss significant financial risk exposures
               facing the Company and management's plans for monitoring and
               controlling such exposures.

          12)  The Committee shall have a clear understanding with management
               and the independent auditor that the independent auditor is
               ultimately accountable to the Board and the Committee, as
               representatives of the Company's shareholders. Israeli law
               provides the shareholders of the Company with the ultimate
               authority to appoint and terminate the independent auditors of
               the Company. Accordingly, the Committee is to present to the
               shareholders its recommendation regarding this matter.

          13)  Review with the independent auditor any management letter
               provided by the independent auditor and with management the
               Company's response to that letter. Such review should include:


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               (i) any difficulties encountered in the course of the audit work,
          including any restrictions on the scope of activities or access to
          required information, and any disagreements with management; and

               (ii) any changes required in the planned scope of the internal
          audit.

     B.   REPORTING AND DISCLOSURE TO THE BOARD OF DIRECTORS

          In addition to the above, the Committee shall:

          1)   Provide minutes of Committee meetings to the Board, and report to
               the Board on any significant matters arising from the Committee's
               work.

          2)   Review and discuss on a general basis the types of information
               disclosed in, and the types of presentations to be made for,
               earnings press releases, as well as updated or new material
               financial information or earnings guidance provided to analysts
               and ratings agencies.

          3)   Regularly report Committee actions to the Board, with such
               recommendations as the Committee deems appropriate.

          4)   At least annually, the Committee will (i) review this Charter
               with the Board and recommend any changes to the Board, and (ii)
               evaluate its own performance against the requirements of this
               Charter and report the results of this evaluation to the Board.
               The Committee will conduct its review and evaluation in such
               manner as it deems appropriate.

     C.   CORPORATE OVERSIGHT

          For purposes of internal corporate governance, the Committee shall:

          1)   Review significant changes to the Company's accounting principles
               and financial disclosure practices proposed by its independent
               auditor, internal auditor or management.

          2)   Review the scope and results of internal audits, discussing with
               the Board and management, as applicable, the internal auditor's
               findings and recommendations.

          3)   Review the CEO and CFO disclosures and certifications required
               under Sections 302 and 906 of SOX.

          4)   Conduct or authorize such inquiries into matters within the
               Committee's scope of responsibility as the Committee deems
               appropriate. The Committee shall be empowered to retain
               independent counsel and other professionals to assist in the
               conduct of any such inquiries.

          5)   Review and approve (i) interested actions and transactions, as
               required by the Israeli Companies Law and the regulations
               promulgated thereunder; and (ii) related party transactions as
               required by NASDAQ.

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          6)   The Committee shall establish procedures for (i) the receipt,
               retention and treatment of complaints received by the Company
               regarding accounting, internal accounting controls or auditing
               matters; and (ii) the confidential, anonymous submission by
               employees of the Company of concerns regarding questionable
               accounting or auditing matters.

          7)   Meet with the Company's external counsel to discuss any evidence
               of any violations of securities or other laws or breaches of
               fiduciary duty by the company.

          8)   Review and approve the performance, appointment or replacement of
               the Company's senior-most internal auditor.

          9)   Establish and maintain hiring policies for employees or former
               employees of independent auditors.

          10)  Periodically review and discuss with management, the independent
               auditor and legal counsel, as appropriate, any legal, regulatory
               or compliance matters that could have a significant impact on the
               Company's financial statements, including applicable changes in
               accounting standards or rules, compliance with applicable laws
               and regulations and any material reports or inquiries received
               from regulators or governmental agencies.

ADOPTION AND REVISIONS

This Audit Committee Charter was adopted by the Committee on _______ and
approved by the Board on _______.


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