**Exhibit4.12**

**WARRANT**

THIS WARRANT AND THESERIES B PREFERRED SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (THE “**SECURITIES**”) HAVE NOT BEEN REGISTERED UNDERTHE SECURITIES ACT OF 1933, AS AMENDED, (THE “**SECURITIESACT**”) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, ANDTHE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE SERIES B PREFERREDSHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNEDOR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THESECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES OR AN OPINION OFCOUNSEL SATISFACTORY TO THE COMPANY  THATSUCH REGISTRATION IS NOT REQUIRED.

.

to purchase

**SeriesB Preferred Shares**

of

**RadviewSoftware Ltd.**

at an exerciseprice of $0.04 per share

VOID AFTER 17:00p.m.

On the ExpirationDate (as hereinafter defined)

**No.PW-______**                                                                                                                                        Date:_________, 2007

Radview Software Ltd., anIsraeli company with its principal offices in Israel located at 14 HamelachaStreet, Park Afek, Rosh Haayin 48091, Israel (the “**Company**”), hereby grants to _____________ (the “**Holder**”), the right to purchase, subject tothe terms and conditions hereof, up to _______________________ (_______) SeriesB Preferred Shares, nominal value NIS 0.01 per share, of the Company (“**Preferred B Shares**”), exercisable at anytime from time to time, on or after the date hereof (the “**Effective Date**”), and until the fifth (5th) anniversary of the EffectiveDate (the “**Expiration Date**”). Thenumber and type of shares which may be purchased hereunder and the ExercisePrice are subject to adjustment as provided below.

# 1.                   **DEFINITIONS**

# Inthis Warrant the terms below shall have the following meaning, unless otherwisespecifically provided or required by the context:

## 1.1.                            “**Warrant Shares**” means (i) the Preferred B Shares purchasablehereunder; and (ii) any other securities into which or for which any of thesecurities described in (i) may be converted or exchanged pursuant to a plan ofrecapitalization, reorganization, merger, sale of assets or otherwise.

## 1.2.                            “**Exercise Price**” means the price of four cents ($0.04) foreach Warrant Share, as adjusted in the manner set forth hereinafter.

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## 1.3.                            “**Warrants**” means this Warrant and all warrants hereafterissued in exchange or substitution for this Warrant.

## 1.4.                            Capitalizedterms used herein without definition shall have the meanings ascribed theretoin the Share Purchase Agreement, dated April 4, 2006, by and among the Company,the Holder and the other Investors defined therein (the “**SPA**”).

# 2.                   **WARRANT PERIOD; EXERCISE OFWARRANT**

## 2.1.                            ThisWarrant may be exercised in whole at any time, or in part from time to time,beginning on the Effective Date until the Expiration Date (the “**Warrant Period**”), by the surrender of this Warrant (with aduly executed exercise form in the form attached hereto as **Exhibit A**),at the principal office of the Company in Israel set forth above, together withproper payment of the Exercise Price multiplied by the number of Warrant Sharesfor which the Warrant is being exercised. Payment for Warrant Shares shall bemade by certified or official bank check(s), payable to the order of theCompany or by wire transfer to an account to be designated in writing by theCompany. Payments shall be made in United States dollars.

## 2.2.                            Subjectto the other limitations set forth in this Warrant, in lieu of payment of theExercise Price the Holder may elect to exchange this Warrant, or any portionthereof, for a number of Warrant Shares equal to the number of Warrant Sharescomputed using the following formula:

                                             X= Y (A-B)

##                                              A

Where:

**X**=                 the number ofWarrant Shares (adjusted to the date of such calculation, but excluding thoseshares already issued under this Warrant) to be issued to the Holder.

**Y**=                  the number ofWarrant Shares purchasable under the Warrant or such part that the Holder haschosen to exercise in this manner (adjusted to the date of such calculations inthe event of re-capitalization, but excluding those shares already issued underthis Warrant).

**A**=                 the Fair MarketValue of one Warrant Share.

**B**=                 Exercise Price(as adjusted to the date of such calculation in the event ofre-capitalization).

### For purposes hereof, the “Fair Market Value”of a Warrant Share as of a particular date (the “Determination Date”) shallmean:

### (i)                                     ifthe Company’s Warrant Shares are traded on the American Stock Exchange oranother national exchange or are quoted on the National or SmallCap Market ofThe Nasdaq Stock Market, Inc.(“Nasdaq”), then the closing or last sale price,respectively, reported for the last business day immediately preceding theDetermination Date.

### (ii)                                  Ifthe Company’s Warrant Shares are not traded on the American Stock Exchange oranother national exchange or on the Nasdaq but are traded on the NASD OTCBulletin Board, then the mean of the average of the closing bid and askedprices reported for the last business day immediately preceding theDetermination Date.

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### (iii)                               Exceptas provided in clause (iv) below, if the Company’s Warrant Shares are notpublicly traded, then as the Holder and the Company agree or in the absence ofagreement, by arbitration before a single arbitrator qualified by education andtraining to pass on the matter to be decided.

### (iv)                              Ifthe Determination Date is the date of a liquidation, dissolution or winding up,or any event deemed to be a liquidation, dissolution or winding up pursuant tothe Company’s Articles of Association (the “Articles”), then all amounts to bepayable per share to holders of the Warrant Shares pursuant to the Articles inthe event of such liquidation, dissolution or winding up, assuming for thepurposes of this clause (d) that all of the Warrant Shares then issuable uponexercise of the Warrant are outstanding at the Determination Date.

## 2.3.                            TheHolder of the Warrant, by its acceptance hereof, covenants and agrees that thisWarrant is being acquired as an investment and not with a view to thedistribution hereof and such Holder further covenants and agrees that it willnot sell, transfer, pledge, assign, or hypothecate the Warrant or the WarrantShares unless there is an effective registration statement under the SecuritiesAct covering the Warrant or the Warrant Shares, or the Holder of the Warrantand/or the Warrant Shares receives an opinion of counsel satisfactory to theCompany stating that such sale, transfer, pledge, assignment, or hypothecationis exempt from the registration and prospectus delivery requirements of theSecurities Act and the qualification requirements under applicable law.

## 2.4.                            Ifthis Warrant should be exercised in part, the Company shall, upon surrender ofthis Warrant for cancellation, execute and deliver a new Warrant evidencing therights of the Holder to purchase the remainder of the Warrant Sharespurchasable hereunder. The Company shall pay any and all expenses, taxes andother charges that may be payable in connection with the issuance of theWarrant Shares and the preparation and delivery of share certificates pursuantto this Section 2 in the name of the Holder (including without limitation theapplicable stamp duty if mandated), and to the extent required, the executionand delivery of a new Warrant, provided,however, that the Company shall only be required to pay taxes which are due asa direct result of the issuance of the Warrant Shares or other securities,properties or rights underlying such Warrants (such as the applicable stampduty), and will not be required to pay any tax which may be (i) due as a resultof the specific identity of the Holder or (ii) payable in respect of anytransfer involved in the issuance and delivery of any such certificates in aname other than that of the Holder.  Forthe avoidance of doubt, the Corporation shall not be liable for any income taxor capital gains tax that the Holder will be required to pay with respect tothe issuance of such Warrant Shares.

## 2.5.                            Nofractions of Preferred B Shares shall be issued in connection with the exerciseof this Warrant, and the number of Preferred B Shares issued shall be roundedup or down to the nearest whole number.

## 2.6.                            Uponthe issuance of Preferred B Shares resulting from the exercise in whole or inpart of this Warrant, the Company shall deliver to the Holder an irrevocableletter of instructions to the Company’s transfer agent to issue as soon as isreasonably practicable to the Holder share certificates reflecting the WarrantShares exercised 

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##                                               thereby,together with any and all other documents required for the issuance of suchcertificates by the transfer agent.

# 3.                   **RESERVATION OF SHARES**

# TheCompany covenants that: (i) at all times during the Warrant Period it shallhave in reserve, and will keep available solely for issuance or delivery uponexercise of the Warrant, such number of Preferred B Shares as shall be issuableupon the exercise hereof, and (b) upon exercise of the Warrant and payment ofthe Exercise Price hereunder, or upon a cashless exercise as provided herein,the Warrant Shares issuable upon such exercise will be validly issued, fullypaid, non assessable, free and clear from any lien, encumbrance, pledge or anyother third party right and not subject to any preemptive rights.

# 4.                   **ADJUSTMENTS TO EXERCISE PRICEAND NUMBER OF SECURITIES**

## 4.1.                            Subdivisionand Combination. In case the Company shall at any time subdivide or combinethe Preferred B Shares, the Exercise Price shall forthwith be proportionatelydecreased in the case of subdivision or increased in the case of combination.

## 4.2.                            StockDividends and Distributions. In case the Company shall pay a dividend on,or make a distribution of, Preferred B Shares or of the Company’s share capitalconvertible into Ordinary Shares, the Exercise Price shall forthwith beproportionately decreased. An adjustment pursuant to this Section 4.2 shall bemade as of the record date for the subject stock dividend or distribution.

## 4.3.                            Adjustmentin Number of Securities. Upon each adjustment of the Exercise Pricepursuant to the provisions of Sections 4.1 and 4.2, the number of Preferred BShares issuable upon the exercise of each Warrant shall be adjusted to thenearest full amount by multiplying a number equal to the Exercise Price ineffect immediately prior to such adjustment by the number of Preferred B Sharesissuable upon exercise of the Warrants immediately prior to such adjustment anddividing the product so obtained by the adjusted Exercise Price.

## 4.4.                            NoAdjustment of Exercise Price in Certain Cases. No adjustment of theExercise Price shall be made if the amount of said adjustment shall be lessthan 1 cents ($0.01) per Preferred B Share, provided, however, that in suchcase any adjustment that would otherwise be required then to be made shall becarried forward and shall be made at the time of and together with the nextsubsequent adjustment which, together with any adjustment so carried forward,shall amount to at least 1 cents ($0.01) per Preferred B Share.

## 4.5.                            Mergeror Consolidation. In case of any consolidation of the Company with ormerger of the Company with, or merger of the Company into (other than a mergerwhich does not result in any reclassification or change of the outstandingPreferred B Shares), the Company shall cause the corporation formed by suchconsolidation or merger or surviving such merger to execute and deliver to theHolder a supplemental warrant agreement providing that the Holder of theWarrant then outstanding or to be outstanding shall have the right thereafter(until the expiration of such Warrant) to receive, upon exercise of suchWarrant, the kind and amount of shares of stock and other securities andproperty receivable upon such consolidation or merger, by a holder of thenumber of Preferred B Shares of the Company for which such Warrant might havebeen exercised immediately prior to such consolidation or merger. Suchsupplemental warrant agreement shall provide for adjustments, which shall beidentical to the adjustments provided in this 

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##                                               Section4. The provisions of this Section 4.5 shall similarly apply to successiveconsolidations or mergers.

## 4.6.                            Benefit of Prior Preferred StockAntidilution Adjustments.  In theevent the conversion price  of theCompany’s Preferred A Shares (the “A Conversion Price”) is reduced pursuant theapplicable provisions of the Articles, the Conversion Price of the WarrantShares  shall be adjusted accordingly,such that it shall at all time be not greater than 133% of the A ConversionPrice.

# 5.                   Ineach case of any adjustment or readjustment described above, the Company at itsexpense, will promptly cause its Chief Financial Officer or other appropriatedesignee to compute such adjustment or readjustment in accordance with theterms of the Warrant and prepare a certificate setting forth such adjustment orreadjustment and showing in detail the facts upon which such adjustment orreadjustment is based. The Company will forthwith mail a copy of each suchcertificate to the Holder.

# 6.                   **NOTICES TO WARRANT HOLDERS**

# Nothingcontained in this Warrant shall be construed as conferring upon the Holder theright to vote or to consent or to receive notice as a shareholder in respect ofany meetings of shareholders for the election of directors or any other matter,or as having any rights whatsoever as a shareholder of the Company. If,however, at any time prior to the Expiration Date, any of the following eventsshall occur:

## 6.1.                            TheCompany shall take a record of the holders of its shares for the purpose ofentitling them to receive a dividend or distribution payable otherwise than incash, or a cash dividend or distribution payable other than out of current orretained earnings, as indicated by the accounting treatment of such dividend ordistribution on the books of the Company;

## 6.2.                            TheCompany shall offer to all the holders of its shares any additional shares ofthe share capital of the Company or securities convertible into or exchangeablefor shares of the share capital of the Company, or any option, right or warrantto subscribe therefor; or

## 6.3.                            Adissolution, liquidation or winding up of the Company (other than in connectionwith a consolidation or merger) or a sale of all or substantially all of itsproperty, assets and business as an entirety shall be proposed;

# then,in any one or more of said events, the Company shall give to the Holder writtennotice of such event at least thirty (30) days prior to the date fixed as arecord date or the date of closing the transfer books for the determination ofthe shareholders entitled to such dividend, distribution, convertible orexchangeable securities or subscription rights, or entitled to vote on suchproposed dissolution, liquidation, winding up or sale.

# 7.                                   **TRANSFERABILITY**

## 7.1.                            TheCompany need not register a transfer of this Warrant or the Warrant Sharesbearing the restrictive legend set forth in Section 7.2 below, unless theconditions specified in such legend are satisfied and the transferees providethe Company with written representations required pursuant to the SecuritiesAct for such transfer and such transferees agree to be bound by the terms andconditions of this Warrant. The Company may also instruct its transfer agentnot to register the transfer of the shares of Warrant Shares unless theconditions set forth in the previous sentence are satisfied. Any transfer ofthe Warrant Shares is subject to the Company’s Articles of Association. TheHolder may, subject to applicable 

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##                                               securitieslaws and compliance with the foregoing, sell, transfer, assign, encumber,pledge or otherwise dispose or undertake to dispose of the Warrant.

## 7.2.                            Unlessregistered, the Warrant Shares issued upon exercise of the Warrants shall besubject to a stop transfer order and the certificate or certificates evidencingsuch Warrant Shares shall bear legend substantially similar to the following:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOTBEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIESACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENTFOR THESE SHARES UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL FOR THEHOLDER OF THE SHARES SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOTREQUIRED UNDER THE SECURITIES ACT.”

# 8.                   **LOSS, ETC. OF WARRANT**

# Uponreceipt of evidence satisfactory to the Company of the loss, theft, destructionor mutilation of this Warrant, and of indemnity reasonably satisfactory to theCompany, if lost, stolen or destroyed, and upon surrender and cancellation ofthis Warrant, if mutilated, and upon reimbursement of the Company’s reasonabledirect expenses, the Company shall execute and deliver to the Holder a newWarrant of like date, tenor and denomination.

# 9.                   **HEADINGS**

# Theheadings of this Warrant have been inserted as a matter of convenience andshall not affect the construction hereof.

# 10.             **NOTICES**

# Unlessotherwise provided, any notice required or permitted under this Warrant shallbe given in writing and shall be deemed effectively given upon personaldelivery to the party to be notified or seven (7) days after deposit with thepost authority, for dispatch by registered or certified mail, postage prepaidand addressed to the Holder at the address set forth in the Company’s books andto the Company at the address of its principal offices set forth above, or whengiven by facsimile or other form of rapid written communication, provided thatconfirming copies are sent by such airmail.

# 11.             **GOVERNING LAW**

# ThisWarrant shall be governed by and construed and enforced in accordance with thelaws of the State of Israel (regardless of the laws that might otherwise governunder applicable Israel principles of conflicts of law). Except as providedelsewhere herein, any dispute arising out of or in connection with this Warrantis hereby submitted to the sole and exclusive jurisdiction of the competentcourts located in the District of Tel Aviv.

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# 12.                                 **Rights of Shareholders**. No holder ofthis Warrant shall be entitled, as a Warrant holder, to vote or receivedividends or be deemed the holder of the shares of the applicable class ofWarrant Shares or any other securities of the Company which may at any time beissuable on the exercise of this Warrant for any purpose, nor shall anythingcontained herein be construed to confer upon the holder of this Warrant, assuch, any of the rights of a shareholder of the Company or any right to votefor the election of directors or upon any matter submitted to shareholders atany meeting thereof, or to give or withhold consent to any corporate action(whether upon any recapitalization, issuance of share, reclassification ofshare, change of par value, consolidation, merger, conveyance, or other­wise)or, except as specified herein, to receive notice of meetings, or to receivedividends or subscription rights or otherwise until the Warrant shall have beenexercised and the shares of the applicable class of Warrant Shares purchasableupon the exercise hereof shall have become deliverable, as provided herein.

# **13.   **                   **AdditionalRepresentations and Warranties by the Holder**. The Holderrepresents and warrants to the Company as follows:

(a)                                  TheHolder understands that the Warrant and the Warrant Shares have not beenregistered under the Securities Act (as defined below), or another comparablelaw, by reason of their issuance in a transaction exempt from registrationunder the Securities Act, and that they must be held by the Holderindefinitely, and that the Holder must therefore bear the economic risk of suchinvestment indefinitely, unless the Warrant Shares have been registered forresale under the Securities Act or such resale is exempted from suchregistration. The Holder is aware of the provisions of Rule 144promulgated under the Securities Act and its requirements for the resale of theWarrant Shares which permits limited resale of shares purchased in a privateplacement subject to the satisfaction of certain conditions. The Holder furtherunderstands that the Warrant Shares have not been qualified under any state ornon-U.S. securities law. The Holder understands that no public market nowexists for any of the Warrant Shares and/or the Warrant and that the Companyhas made no assurances that a public market will ever exist for the WarrantShares.

(b)                                 TheHolder has such knowledge and experience in financial and business matters thatit is capable of evaluating the merits and risks of the purchase of thisWarrant and the Warrant Shares purchasable pursuant to the terms of thisWarrant and of protecting its interests in connection therewith.

(c)                                  TheHolder is able to bear the economic risk of the purchase of the Warrant Sharespursuant to the terms of this Warrant including an entire loss of the value ofsuch investment.

(d)                                 IfHolder is a resident or citizen of the United States or the offer of theWarrant Shares was made to the Holder, while such person or entity was in theUnited States, then the Holder is an “accredited investor” within the meaningof Rule 501(a) promulgated under the Securities Act .

(e)                                  Ifthe Holder is not a resident or citizen of the United States and the offer ofthe Warrant Shares was not made to the Holder while the Holder was in theUnited States, then the Holder acknowledge and agree that the offer and sale ofthe Warrant Shares is being made in reliance upon Regulation S promulgatedunder the Securities Act and that the offer and sale of the Warrant Sharesconstitutes an “offshore transaction” within the meaning of Regulation S, asamended from time to time.

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# **14.****                               ENTIRE AGREEMENT; AMENDMENT AND WAIVER. **ThisWarrant and the Exhibit hereto constitute the full and entire understanding andagreement between the parties with regard to the subject matters hereof andthereof. Any term of this Warrant may be amended and the observance of any termhereof may be waived (either prospectively or retroactively and eithergenerally or in a particular instance) only with the written consent of boththe Company and the Holders of a majority of the outstanding Warrants issued pursuant to the SPA, except that anyamendment that has an adverse effect on the financial terms of the Warrantshall require the consent of the affected Holder.  Any amendment or waiver affected inaccordance with this Section 14 shall be binding upon the Company, the holdersof all Warrants and each transferee of the Warrants.

# .

**[SIGNATURE PAGE OF WARRANT TO FOLLOW]**

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**SIGNATURE PAGE OF WARRANT**

**IN WITNESS WHEREOF**,the Company has caused this Warrant to be executed as of the date first writtenabove.
| Radview Software Ltd. |
|-----------------------|
|                  |   |   |
| By:                   |   |   |   |
| Name:                 |   | Jaron Lotan |   |
| Title:                |   | Chairman of the Board |   |
|                  |   |   |   |
| By:                   |   |   |   |
| Name:                 |   | Limor Stoller |   |
| Title:                |   | Vice President of Finance |   |
|                  |   |   |   |
|                  |   |   |   |
| Agreed and Accepted:  |   |
|                  |   |   |   |
| **Holder**            |   |
|                  |   |   |   |
| By:                   |   |   |   |
| Name:                 |   |   |   |
| Title:                |   |   |   |

 

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**EXHIBIT A**

Warrant ExerciseForm

_________________,200_

Radview Software Ltd.2 Habarzel StreetTel Aviv 69710Israel

Dear Sirs,

Re:          **Exerciseof Warrant**

The undersigned, pursuant to the provisions set forthin the attached Warrant (No. PW-____), hereby elects to purchase ____________Preferred B Shares covered by such Warrant.

The undersigned herewith makes payment of the fullExercise Price for such shares at the price per share provided for in suchWarrant, which is $___________.  Suchpayment takes the form of (check applicable box):
|        |   | $__________ in lawful money of the United States;  and/or                                                                                                          |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                               |
|   |   | the cancellation of such portion of the attached  Warrant as is exercisable for a total of _______ Preferred B                                                     |
|   |   | Shares (using a Fair Market Value of $_______ per  share for purposes of this calculation), pursuant to the cashless exercise  procedure set forth in Section 2.2. |

 

The undersigned requeststhat the certificates for such shares be issued in the name of ___________ anddelivered to _____________ whose address is ______________________.

The undersigned represents and warrants that alloffers and sales by the undersigned of the securities issuable upon exercise ofthe within Warrant shall be made pursuant to registration of the OrdinaryShares under the Securities Act of 1933, as amended (the “Securities Act”) orpursuant to an exemption from registration under the Securities Act.
| Dated: |   |   |                                                                                |
|--------|--------|--------|-------------------------------------------------------------------------------------|
|   |   |   | (Signature must conform to name of Holder as  specified on the face of the Warrant) |
|   |   |   |                                                                                |
|   |   |   | Address:                                                                            |   |
|   |   |   |                                                                                |   |

 

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