WWW.EXFILE.COM, INC. -- CELL KINETICS LTD. -- EXHIBIT 4.2 TO FORM F-1


    
      	
              EXHIBIT
                4.2

            
	 
	
              THE
                TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE
                COMPANY’S
                PROSPECTUS, DATED
                [                  ],
                2007 (THE “PROSPECTUS”), AND ARE INCORPORATED HEREIN BY
                REFERENCE.  COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST
                FROM AMERICAN STOCK TRANSFER & TRUST COMPANY, AS SUBSCRIPTION
                AGENT.

               

            
	
              CERTIFICATE
                NUMBER

            	
              CELL
                KINETICS LTD.

              Incorporated
                under the laws of Israel

            	
              CERTIFICATE

              FOR

            
	 	 	 
	 	
              SUBSCRIPTION
                CERTIFICATE

            	   


    

    


    
      	 	 	 
	 	
              Evidencing
                Non-Transferable Rights to Purchase One Ordinary
                Share, Par
                value NIS $0.01, for Each Whole Right Issued

            	
              RIGHTS

            
	 	 	 


    

    


    
      	
              Subscription
                Price:  $0.30 per share

               

              VOID
                IF NOT EXERCISED BEFORE THE EXPIRATION DATE (AS SET FORTH IN THE
                PROSPECTUS)

            
	
               

              REGISTERED
                OWNER:

               

            
	
              THIS
                CERTIFIES THAT the registered owner whose name is inscribed herein
                is the
                owner of the number of Rights set forth above, each whole Right entitling
                the owner to subscribe for and purchase one ordinary share, par value
                NIS
                $0.01, of Cell Kinetics Ltd., an Israeli corporation, on the terms
                and
                subject to the conditions on the reverse side hereof and set forth
                in the
                Prospectus and Instructions relating hereto accompanying this Subscription
                Certificate.  The non-transferable Rights represented by this
                Subscription Certificate may be exercised by duly completing Section
                1 on
                the reverse side hereof.  Special delivery instructions may be
                specified by completing Section 2 on the reverse side hereof.

               

            
	
              THE
                RIGHTS EVIDENCED BY THIS SUBSCRIPTION CERTIFICATE ARE NOT
                TRANSFERABLE.  SUCH RIGHTS MAY NOT BE EXERCISED UNLESS THE
                REVERSE SIDE HEREOF IS COMPLETED AND SIGNED AND THIS SUBSCRIPTION
                CERTIFICATE IS DELIVERED TO AMERICAN STOCK TRANSFER & TRUST COMPANY,
                AS SUBSCRIPTION AGENT, PURSUANT TO THE INSTRUCTIONS RELATING HERETO
                ACCOMPANYING THIS SUBSCRIPTION CERTIFICATE.

               

            
	
              Dated:

            	
              CELL
                KINETICS LTD.

            
	 	 
	 	 
	 	
              By:        

            	 
	 	 
	
              COUNTERSIGNED:

              AMERICAN
                STOCK TRANSFER & TRUST COMPANY,

              (New
                York, N.Y.) SUBSCRIPTION AGENT

            
	 
	
              By:

            	 	 
	 	
              AUTHORIZED
                SIGNATURE

            	 
	 
	 
	 
	
              SECTION
                1--EXERCISE AND SUBSCRIPTION

            
	 
	
              The
                undersigned irrevocably exercises Rights to subscribe for one ordinary
                share, par value NIS $0.01, of Cell Kinetics Ltd. for each Right,
                as
                indicated below, on the terms and subject to the conditions specified
                in
                the Prospectus, receipt of which is hereby
                acknowledged.

            
	 
	
              (a)           Number
                of whole shares subscribed for pursuant to the Basic Subscription
                Privilege:

            	
               

              ______________
                .

            	
               

            
	 
	
              (b)           Number
                of whole shares subscribed for pursuant to the Oversubscription
                Privilege:

            	
               

              _______________
                .

            	
               

            
	 
	
              (A
                Rights holder may not exercise the Oversubscription Privilege unless
                such
                holder’s Basic Subscription Privilege has been exercised in
                full.)

            
	 
	
              (c)           Total
                “Subscription Price” (total number of whole shares subscribed for pursuant
                to both the Basic Subscription Privilege and the
                Oversubscription Privilege multiplied by the Exercise Price of $0.30
                per
                share):  $ _____________________ .

            
	
            	
               

            	
               

            
	 
	
              METHOD
                OF PAYMENT (CHECK ONE)

            
	 
	
               o  Uncertified
                personal check, payable to American Stock Transfer & Trust Company, as
                Subscription Agent, for the account of Cell Kinetics
                Ltd.  Please note that funds paid by uncertified personal
                check may take at least five business days to
                clear.  Accordingly, Rights holders who wish to pay the
                subscription price by means of an uncertified personal check are
                urged to
                make payment sufficiently in advance of the expiration date of the
                Rights
                offering to ensure that such payment is received and clears by such
                time,
                and are urged to consider payment by means of certified or bank check,
                money order or wire transfer of immediately available
                funds.

            
	 
	
              o  Certified
                check or bank check drawn on a U.S. bank, or money order, payable
                to
                American Stock Transfer & Trust Company, as Subscription Agent, for
                the account of Cell Kinetics Ltd.

            
	 
	
              o 
                Wire transfer directed to the account maintained by American
                Stock
                Transfer & Trust Company at the Chase Manhattan Bank, Account No.
                [           ]; ABA No.
                021000021, for the account of Cell Kinetics
                Ltd.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 
	
              If
                the amount enclosed or transmitted is not sufficient to pay the
                Subscription Price for all shares that are stated to be subscribed
                for, or
                if the number of shares being subscribed for is not specified, the
                number
                of shares subscribed for will be assumed to be the maximum number
                that
                could be subscribed for upon payment of such amount.  If the
                amount enclosed or transmitted exceeds the Subscription Price for
                all
                shares that the undersigned has the right to purchase pursuant to
                the
                Basic Subscription Privilege and the Oversubscription Privilege (such
                excess amount, the “Subscription Excess”), the Subscription Agent shall
                return the Subscription Excess to the subscriber without interest
                or
                deduction.

            
	 
	 
	
              SECTION
                2--SPECIAL DELIVERY INSTRUCTIONS

            
	 
	
              Name
                and/or address for mailing of any securities or Subscription Excess,
                if
                other than as shown on the reverse hereof:

            
	 
	
              Name:

            	
              ________________________

            	 
	 
	
              Address:

            	
              __________________________

              __________________________

            	 
	 
	 
	 
	
              IMPORTANT--ALL
                RIGHTS HOLDERS EXERCISING RIGHTS

            
	
              SIGN
                BELOW AND COMPLETE SUBSTITUTE FORM W-9

            
	
              ACCOMPANYING
                THIS SUBSCRIPTION CERTIFICATE

            
	 
	
              __________________________

            	 	 	
              Date:

            	 	
              ,
                2007

            
	
              __________________________

            
	 	 	 
	 (Signature
              of Holder(s))	 
	 	 	 
	 	 	 
	
              (Must
                be signed by the Rights holder(s) exactly as name(s) appear on the
                reverse
                side of this Subscription Certificate.  If signature is by
                trustee, executor, administrator, guardian, attorney-in-fact, agent,
                officer or a corporation or another acting in a fiduciary or
                representative capacity, please provide the following
                information.  See instructions accompanying this Subscription
                Certificate).

            
	 
	 
	 	
              Taxpayer
                Identification or

            
	
              Name:

            	
            	 	
              Social
                Security Number:

            	 	 
	
              (Please
                Print)

            	 	
              (Complete
                Substitute Form W-9)

            
	
              Capacity:

            	
               

            	 	
              Home
                Telephone Number:

            	
              (___)____________

            
	
              Address:

            	
            	 	
              Business
                Telephone Number:

            	
              (___)____________