**Exhibit11.1**

**RADVIEWSOFTWARE LTD. CODE OF ETHICS AND BUSINESS CONDUCT**

**Purpose**

The Board ofDirectors (“Board”) of RadView Software Ltd. (the “Company”) has adopted thisCode of Ethics and Business Conduct (“Code”) of the Company.  This Code shall be applicable to all of theCompany’s officers, directors and employees.

The purpose ofthis Code is to codify those standards that the Company believes are reasonablydesigned to deter wrong-doing and to promote, among other things, adherence tothe following principles:

·                  Honestand ethical conduct, including the ethical handling of actual or apparentconflicts of interest between personal and professional relationships;

·                  Full,fair, accurate, timely and understandable disclosure in reports and documentsthat the Company files with, or submits to, the Securities and ExchangeCommission (the “SEC”) and in other public communications made by the Company;

·                  Compliancewith applicable governmental laws, rules and regulations;

·                  Theprompt internal reporting of violations of this Code; and

·                  Accountabilityfor adherence to this Code.

No provision of thisCode, however, is intended to create any right in favor of any third party,including any stockholder, officer, director or employee of the Company or anysubsidiary thereof, in the event of a violation of any provision of this Code.

**1.             Compliance with ApplicableGovernmental Laws, Rules and Regulations**

The Company’ssenior management should encourage and promote compliance by all officers,directors and employees of the Company, its subsidiaries and affiliatedentities with the laws, rules and regulations applicable to their businessesand operations.

All employees mustrespect and obey the laws of the jurisdictions in which we operate. Althoughnot all employees are expected to know all the details of these laws, it isimportant to know enough to determine when to seek advice from supervisors,managers or other appropriate personnel.

**2.             Honest and Ethical Conduct andEthical Handling of Conflicts of Interest**

Officers, directorsand employees should conduct themselves and their activities on behalf of theCompany, its subsidiaries and affiliated entities in an honest and ethicalmanner that complies with this Code.

Employees shouldreport to their immediate supervisors all material facts relating torelationships or financial interests which give rise, directly or indirectly,to an actual or potential conflict of interest. Conflicts of interest may notalways be clear-cut, so if questions arise, employees should consult with theirsupervisors or follow the “Compliance Procedures” set forth in Section 9 ofthis Code.

Directors andmembers of senior management should make similar reports to the Audit Committeeand the Chief Financial Officer. Applicable law requires that directors and members of senior managementrefrain from any action that presents a conflict of interest between any suchperson’s position in the company and any other position held by him or her, orhis or her personal affairs.

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In endeavoring to avoidany actual or potential conflicts of interest between their personal andprofessional relationships, officers, directors and employees should be awareof, and comply with, the following policies:

Holding a Significant Interest in Suppliers, Customersor Competitors

The Company prohibits you(and your immediate family members; namely, spouses and family living in thesame household) from having any ownership interest in, or owning property with,any of the Company’s vendors, suppliers, contractors, agencies, customers orcompetitors (or their respective officers or employees) unless the Companydetermines that your interest will not conflict with your obligations to theCompany.  To determine whether ownershipinterests create a conflict, employees are required to list their ownershipinterests in testing software on the attached **ExhibitA**.  These restrictions do notapply to ownership of stock of a public company if such ownership is less than1% of the outstanding stock of that company.

Outside Work

The Company prohibits itsofficers, directors and employees from working for, or conducting any outsidebusiness with, its competitors.  Todetermine whether activities create a conflict, employees are required to listall outside business and ownership interests that relate to testing software onthe attached **Exhibit A**.  The list should include investments andactivities involving testing software companies, any of our vendors, suppliers,contractors, agencies or customers.  Ifyour activities change, you are required to update that list and give it toyour supervisor who will submit it to the department head for review.  The Company will determine if such activitiesor investments are consistent with Company policies.

Personal Interest in Transactions

The Company requires that any officer, director oremployee who is aware that he or she may have a personal interest in connectionwith any existing or proposed transaction by the Company (whether or not suchpersonal interest causes an actual conflict of interest), disclose promptlythis personal interest, and all related material information or documents. Thisdisclosure should be made, in the case of employees, to their immediatesupervisors, and in the case of directors and members of senior management, tothe Audit Committee and the Chief Financial Officer. The same disclosurestandard applies with respect to a personal interest of a director’s or seniormanagement member’s spouse, siblings, parents, grandparents, descendants,spouse’s descendants, and their spouses, or of any corporation in which he orshe or such relative is a 5% or greater shareholder, director or generalmanager or in which he or she or such relative has the right to appoint atleast one director or the general manager. The existence of a personal interest of a director or senior managementmember in the transaction may trigger special approval requirements, underapplicable law, with respect to the transaction.

**3.             Disclosure in SEC Filings and OtherPublic Communications**

It is the Company’spolicy to make full, fair, accurate, timely and understandable disclosure incompliance with all applicable laws, rules and regulations in all reports anddocuments that the Company files with, or submits to, the SEC and in all otherpublic communications made by the Company. If the Chief Executive Officer, theChief Financial Officer, the Controller, any other person acting as the Company’sprincipal accounting officer or any persons performing similar functions (eacha “Senior Financial Officer”) becomes aware of material information thataffects the disclosures made or to be 

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made by the Company in its SEC filings or submissionsor other public communications, he or she promptly should bring suchinformation to the attention of the Company personnel responsible for preparingsuch disclosures.

The Senior FinancialOfficers should oversee the establishment and management of the Company’sinternal controls and disclosure controls and procedures to enable:

·                  TheCompany’s consolidated financial statements and the notes thereto to presentfairly, in all material respects, the financial position, results of operationsand cash flows of the Company as of and for the period(s) indicated inconformity with accounting principles generally accepted in the United States; and

·                  TheSenior Financial Officers to bring to the attention of the Audit Committee anyinformation, of which they are aware, concerning (i) significant deficienciesin the design or operation of internal controls which could adversely affectthe Company’s ability to record, process, summarize and report financial dataor (ii) any fraud, whether or not material, that involves management or otheremployees who have a significant role in the Company’s financial reporting,disclosures or internal controls.

**4.             Competition and Fair Dealing**

We are committed tobusiness success through maintenance of high standards of responsibility andethics and seek to outperform our competition fairly and honestly.  Each officer, director and employee shouldendeavor to respect the rights of and deal fairly with the Company’s customers,vendors, suppliers, contractors, competitors, agencies and employees.

To ensure objectivity indealing with the Company’s customers, vendors, suppliers, contractors,competitors and agencies and to avoid the appearance of impropriety, employeesand their immediate family members are not permitted to accept personalbenefits, solicited or unsolicited, of any kind, including gifts, freeservices, discounts, loans, lavish entertainment or other special favors.  Each employee should advise his or hersupervisor if any person affiliated with the Company repeatedly accepts suchpersonal benefits.

**5.             Corporate Opportunities; Use ofCorporate Assets**

Officers,directors and employees are prohibited from taking for themselves personallyopportunities that are discovered through the use of corporate information orposition without the consent of the Company. No officer, director or employeemay use corporate property, information or position for improper personal gain,and no officer, director or employee may compete with the Company directly orindirectly. Officers, directors and employees owe a duty to the Company toadvance its legitimate business interests when the opportunity to do so arises.

Officers, directorsand employees may not use corporate assets or funds for any unlawful orimproper purpose.  The Company does notauthorize and will not condone any payment by an officer, director or employeewhich is in the nature of a bribe, kickback, or undisclosed commission (or acommission in excess of those required in the ordinary course of business) to athird party for obtaining any business or otherwise bestowing a special favoron the Company or one of its employees. While certain nominal payments, gifts or favors to administrativepersonnel, who do not exercise discretionary authority, may be customary, anysuch payments, gifts or favors must be disclosed to senior management inadvance to ensure that it is appropriate. Records of any such payment, gift or favor must also be maintained.

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**6.             Confidentiality**

Officers, directors andemployees will learn, work with, and be entrusted with, confidentialinformation relating to the Company’s operations.  This information is not known outside of theCompany or even known to all our employees. Examples of information that is confidential include financialinformation, costs, business projections, marketing plans, customers,suppliers, product designs, software code, proprietary technology, tradesecrets, sketches, line list, composites, and any information that is markedconfidential.  Keeping this informationconfidential is necessary to ensure our success.  Because this information has substantialvalue to the Company, all officers, directors and employees must exercise carenot to disclose any confidential information even inadvertently (for example,through conversation in elevators or restaurants), to any unauthorized personin or outside the Company.  Employeesmust ask their supervisors if they are not sure what is considered confidentialinformation and comply with the following policies:

·                  Employees(except within the scope of employment) cannot remove, make or cause to be madeany copies of drawings, reports, correspondence or other writings or samplesrelating to the Company.

·                  Employeescannot use for their own gain or disclose (except within the scope ofemployment) any trade secrets or other confidential information, data orknowledge relating to the Company.

·                  Employeesmust surrender all documents, drawings and information to the Company upon thetermination of employment or at any time upon request of their supervisor.

·                  Employees’obligations under this Code shall continue after termination of employment.

**7.             Insider Trading**

Officers, directors andemployees who have access to non-public information regarding the Company orany other entity are not permitted to use or share that information forpurposes of trading securities of the Company or such other entity or for anyother purpose except the conduct of our business. To use non-public informationfor personal financial benefit or to “tip” others who might make an investmentdecision on the basis of this information is unethical and illegal.

**8.             Record Keeping**

The Company requireshonest and accurate recording and reporting of information in order to makeresponsible business decisions. For example, only the true and actual number ofhours worked can be reported.

Business expensesincurred by employees must be authorized and must be documented and recordedaccurately. An employee’s supervisor should be consulted if the employee is notsure whether a certain expense is legitimate.

All of the Company’sbooks, records, accounts and financial statements will be maintained inreasonable detail, will appropriately reflect the Company’s transactions andwill conform both to applicable legal requirements and to the Company’s systemof internal controls. Unrecorded funds or assets shall not be maintained.

Business recordsand communications often become public. Consequently, employees should avoidexaggeration, derogatory remarks, guesswork and inappropriate characterizationsof people and companies that could be misunderstood. This applies as well toemail. Records should always be retained or destroyed according to the Company’sestablished record retention policies.

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**9.             Compliance Procedures**

All of us must work toensure prompt and consistent action against violations of this Code. However,since we cannot anticipate every situation that will arise, it is importantthat we have a way to approach a new question or problem. These are the stepsto keep in mind:

·                  Makesure you have all the facts. In order to reach the right solutions, we mustbe as fully informed as possible.

·                  Askyourself: What specifically am I being asked to do? Does it seem unethical orimproper? This will enable you to focus on the specific question you arefaced with, and on the alternatives you have. Use your judgment and commonsense; if something seems unethical or improper, it probably is.

·                  Clarifyyour responsibility and role. In many situations, there is sharedinformation and responsibility. Are your colleagues informed? It may help toget others involved to discuss the problem.

·                  Discussthe problem with your supervisor. This is the basic guidance for allsituations. In many cases, your supervisor will be more knowledgeable about thequestion, and he or she will appreciate being brought into the process.Remember that it is your supervisor’s responsibility to help solve problems.

·                  Utilizethe Company’s “open door” policy. In the rare case where it may not beappropriate to discuss an issue with your supervisor, or where you do not feelcomfortable approaching your supervisor with your question, remember that theCompany maintains an “open door” policy so that you may discuss the issuelocally with your office manager or Human Resources manager. If that is notappropriate or satisfactory, the Company’s “open door” policy allows you tocontinue to raise the matter to higher levels of management, includingultimately the Chief Executive Officer and the Board.

**10.          Reporting Illegal or UnethicalBehavior and Code Violations**

It is the policy of theCompany to comply with all applicable legal and regulatory requirements,including those relating to accounting, internal accounting controls andauditing matters, and to require its employees to do likewise.  Every employee has the responsibility toassist the Company in meeting these legal and regulatory requirements.  Any employee of the Company who becomes awareof any information concerning any conduct which he or she reasonably believesto constitute an accounting, auditing or internal control irregularity orimpropriety or to be in violation of United States federal securities laws,laws regarding mail, wire or bank fraud, the rules and regulations of the SEC,any provision of law relating to fraud against stockholders, the commission orpossible commission of a federal offense, violations of the Company’saccounting practices or internal controls, or other concerns regardingquestionable accounting or auditing matters, is required to promptly reportsuch information pursuant to the procedure adopted by the Audit Committee ofthe Company’s Board of Directors.  A copyof the procedure is attached to these Guidelines.

Employees areencouraged to talk to supervisors or other appropriate personnel about observedillegal or unethical behavior or violations of this Code or if they are indoubt about the best course of action in a particular situation.  Employees additionally are expected tocooperate in internal investigations of misconduct.

Senior FinancialOfficers and directors should report to the Audit Committee (and any otherappropriate committee) of the Board any known or suspected violation of thisCode by any Senior Financial Officer.

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**11.          Prohibition Against Discrimination,Harassment and/or Retaliation**

Company policy prohibitsdiscrimination, harassment and/or retaliation against any employee who in goodfaith provides any information or otherwise assists in any investigation orproceeding regarding any matters of legal or regulatory concern.

Any employee whobelieves that he or she has been the subject of any such prohibiteddiscrimination, harassment and/or retaliation is strongly encouraged to reportimmediately the facts thereof to such employee’s supervisor or manager, toHuman Resources directly, or to the Chief Financial Officer whose contactinformation is provided in the procedure attached to these Guidelines.

As appropriate,the allegations of discrimination, harassment and/or retaliation will beinvestigated in as confidential manner as possible, subject to the need toconduct a full and impartial investigation, remedy any violations of theCompany’s policies or monitor compliance with the Company’s policies.  **The Company prohibitsretaliation against any employee who makes a good faith complaint regarding aviolation or possible violation of this Code or participates in the Company’sinvestigation thereof.**

In the event that aninvestigation establishes that an employee has engaged in conduct or actionconstituting discrimination, harassment and/or retaliation in violation of thispolicy, the Company will take appropriate corrective action up to and includingtermination of employment.

**12.          Consequences for Non-Adherence to CodeProvisions**

Each officer, directorand employee shall be personally responsible and accountable for his or heradherence to the provisions of this Code. The Company may impose such sanctions, including dismissal for cause,for violations of this Code as it shall determine, under the circumstances, tobe in the best interests of the Company and its stockholders.

*Note as to scope and waivers ofthis Code:*

*This Code applies to allofficers, directors and employees of the Company. It also is intended toconstitute the code of ethics for the Company’s senior financial officerspursuant to Item 406 of Regulation S-K of the SEC. Any waiver of this Code forthe Company’s executive officers or directors may be made only by the Board ofDirectors of RadView Software Ltd., and, as required, will be promptlydisclosed as required by law or Nasdaq regulation.*

**Approved by Board of Directors on March 11, 2004.**

 

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**EXHIBIT A**

**RADVIEW SOFTWARELTD.CODE OF ETHICS AND BUSINESS CONDUCT**

**COMPLIANCECERTIFICATE**

Ihave read the attached Code relating to business ethics and conduct, which,among other things, states the policies of RadView prohibiting certainactivities deemed illegal, unethical or to be against the best interests ofRadView Software Ltd.

Ihereby report in the space below any potential conflict of interest conditionsincluding: (1) significant ownership interests in suppliers, customers andcompetitors; (2) outside work with competitors; and (3) personal interest inexisting or proposed transactions by the Company.

If“none”, check here _____.
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Iaccept and agree to the restrictions stated in such Code.  I hereby certify that I have complied withsuch Code, and to the best of my knowledge, all employees under my directsupervision also have complied with such Code.
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