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# UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

# FORM 20-F

|o | REGISTRATION STATEMENT
PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------------------

# OR

|x | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

# For the fiscal year
ended December 31, 2008

# OR

|o | TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
_______________ to ___________________

# OR

|o | SHELL COMPANY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell
company report  _____________

Commission file number
000-31215

|
|

MIND C.T.I. LTD.
(Exact
name of Registrant as specified in its charter
and
translation of Registrants name into English)

ISRAEL
(Jurisdiction
of incorporation or organization)

Industrial Park, Building #7,
Yoqneam, 20692, Israel
(Address of principal
executive offices)

Itay Barzilay
c/o MIND C.T.I. Ltd.
Industrial Park,
Building #7
Yoqneam, 20692, Israel
Tel: +972-4-9936666
investor@mindcti.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be
registered pursuant to Section 12(b) of the Act.

|                                 |                                          
|-------------------------------- | -----------------------------------------
|
|
|
|
|Title of each class              | Name of each exchange on which registered
|Ordinary Shares,                 |                                          
|nominal value NIS 0.01
per share | Nasdaq Global Market                     



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Securities registered or to be
registered pursuant to Section 12(g) of the Act.

None
(Title of Class)

Securities for which there is a
reporting obligation pursuant to Section 15(d) of the Act.

None
(Title of Class)

Indicate the number of outstanding
shares of each of the issuers classes of capital or common stock as of the close of
the period covered by the annual report.

As of December 31, 2008, the
Registrant had outstanding 19,494,010 Ordinary Shares, nominal value NIS 0.01 per
share.

Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes     xNo

If this report is an annual or
transition report, indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes    x No

Indicate by check mark whether the
Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

x Yes    o No

Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

o Yes    oNo

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act. (Check one):

|                          |                     |                        
|------------------------- | ------------------- | -----------------------
|
|
|
|
|Large accelerated filer o | Accelerated filer o | Non-accelerated filer x

Indicate by check mark which basis of
accounting the registrant has used to prepare the financial statements included in this
filing:

|            |                                                                                                         |        
|----------- | ------------------------------------------------------------------------------------------------------- | -------
|
|
|
|
|U.S. GAAP x | International Financial Reporting Standards as
issued by the International Accounting Standards Board o | Other o

If Other has been checked
in response to the previous question, indicate by check mark which financial statement
item the registrant has elected to follow.

Item 17 o Item 18 o

If this is an annual report, indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

o Yes    x No



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Unless
the context requires otherwise, MIND, us, we and
our refer to MIND C.T.I. Ltd. and its subsidiaries.

# FORWARD LOOKING
STATEMENTS

Statements
in this annual report concerning our business outlook or future economic performance;
anticipated revenues, expenses or other financial items; introductions and advancements in
development of products, and plans and objectives related thereto; and statements
concerning assumptions made or expectations as to any future events, conditions,
performance or other matters, are forward-looking statements as that term is
defined under the United States Federal Securities Laws. Forward-looking statements are
subject to risks, uncertainties and other factors, which could cause actual results to
differ materially from those stated in such statements. Factors that could cause or
contribute to such differences include, but are not limited to, those set forth under
Risk Factors in this annual report as well as those discussed elsewhere in
this annual report and in our other filings with the Securities and Exchange Commission.

# PART I

|Item 1. |  | Identity of Directors, Senior Management and Advisers
|------- |  | -----------------------------------------------------

Not
applicable.

|Item 2. |  | Offer Statistics and Expected Timetable
|------- |  | ---------------------------------------

Not
applicable.

|Item 3. |  | Key Information
|------- |  | ---------------

|A. | Selected
Financial Data
|-- | -----------------------

Except
as otherwise indicated, all financial statements and other financial information included
in this annual report are presented solely under U.S. GAAP.

The
following table presents selected consolidated financial data as of and for each of the
five years in the period ended December 31, 2008. The selected consolidated financial data
presented below are derived from our audited consolidated financial statements for these
periods, and should be read in conjunction with these financial statements and the related
notes thereto. Our audited consolidated financial statements as of December 31, 2007 and
2008 and for each of the three years in the period ended December 31, 2008 and the related
notes thereto are hereby incorporated into this Annual Report by reference to our Report
on Form 6-K furnished to the Securities and Exchange Commission on March 9, 2009. You
should read the selected financial data in conjunction with Item 5 Operating and
Financial Review and Prospects.

3

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|                                      | Years ended December 31,
|------------------------------------- | ------------------------
|
|
|
|
|Consolidated Statements of Operations |                         
|Data:                                 |                         
|Revenues:                             |                         
|Sales of licenses                     |                         
|Services                              |                         
|                                      |                         
|                                      |                         
|Total revenues                        |                         
|Cost of revenues                      |                         
|                                      |                         
|Gross profit                          |                         
|Research and development expenses     |                         
|                                      |                         
|Selling, general and administrative   |                         
|expenses:                             |                         
|Selling and marketing expenses        |                         
|General and administrative expenses   |                         
|Impairment of Goodwill                |                         
|Impairment of Intangible Asset        |                         
|                                      |                         
|Operating income (loss)               |                         
|Impairment of Auction Rate            |                         
|Securities                            |                         
|Other Financial income (expenses)     |                         
|                                      |                         
|Income (loss) before taxes on income  |                         
|Taxes on income                       |                         
|                                      |                         
|Net income (loss)                     |                         
|                                      |                         
|Earnings (loss) per ordinary share:   |                         
|Basic                                 |                         
|                                      |                         
|Diluted                               |                         
|                                      |                         
|Weighted average number of ordinary   |                         
|shares used in computation of         |                         
|earnings per ordinary share - in      |                         
|thousands                             |                         
|Basic                                 |                         
|                                      |                         
|Diluted                               |                         
|                                      |                         

4

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|                                 | As of December 31,
|-------------------------------- | ------------------
|
|
|
|
|Consolidated Balance Sheet Data: |                   
|Cash and cash equivalents        |                   
|Working capital                  |                   
|Total assets                     |                   
|Share capital and additional     |                   
|paid-in capital                  |                   
|Treasury Shares                  |                   
|Total shareholders' equity       |                   

|B. | Capitalization
and Indebtedness
|-- | -------------------------------

Not
applicable.

|C. | Reasons
for the Offer and Use of Proceeds
|-- | -----------------------------------------

Not
applicable.

|D. | Risk
Factors
|-- | ------------

We
believe that the occurrence of any one or some combination of the following factors would
have a material adverse effect on our business, financial condition and results of
operations.

Risks Relating to Our
Business

We have invested material funds in
auction rate securities, whose value has been materially impaired and may be further
impaired and whose illiquidity may limit our ability to pursue acquisitions

At
December 31, 2008, we had an investment in auction rate security with a par value of $20.3
million. Auction rate securities include long-term bonds that provide liquidity through a
Dutch auction process that resets the applicable interest rate at pre-determined calendar
intervals, generally every 28 days. This mechanism allows existing investors either to
roll over their holdings, whereby they will continue to own their respective securities,
or liquidate their holding by selling such securities at par. The auctions have
historically provided a liquid market for these securities as investors historically could
readily sell their investments at auction. With the liquidity problems prevailing in
global credit and capital markets, certain auction rate securities experienced multiple
failed auctions, beginning in August 2007, as the amount of securities submitted for sale
exceeded the amount of purchase orders. The estimated fair value of our auction rate
security as of December 31, 2008 was $941,000. Accordingly, we have recorded an impairment
charge in the amount of $15.2 million for 2007 and of $4.2 million for 2008 in respect of
our auction rate security. The estimated fair value of our auction rate security as of
June 1, 2009 was approximately $55,000, which will require a further impairment charge in
the second quarter of 2009. If uncertainties in credit markets continue or if such markets
deteriorate further, we may incur additional impairments to our auction rate security.

5

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The stated maturity of these
securities is 2046. There is currently a very limited market for these auction rate
securities, and liquidation by us at this time, if possible, would likely be at a
significant discount. Our cash and cash equivalents as of December 31, 2008 were $9.7
million. This situation leaves us with limited cash resources with which to pursue our
acquisition strategy. If market conditions require us to record any additional impairment
or if our business needs require us to liquidate all or a portion of our auction rate
securities, there could be a material adverse affect on our financial condition and
results of operations.

Conditions and changes in the
local and global economic environments may adversely affect our business and financial
results.

Adverse
economic conditions in markets in which we operate can harm our business. Current global
financial conditions have been characterized by increased volatility and several financial
institutions have either gone into bankruptcy or have had to be rescued by governmental
authorities. These current economic factors include diminished liquidity and tighter
credit conditions, leading to decreased credit availability, as well as declines in
economic growth and employment levels. It is commonly believed that the current recession
will continue and perhaps even further deteriorate. Partly as a result, entire industries
are facing extreme contraction and even the prospect of collapse. The credit crisis could
have a number of follow-on effects on our business, including a possible: (i) slow-down in
our business, resulting from lower customer expenditure, inability of customers to pay for
products and services, insolvency of customers or insolvency of key partners, (ii)
negative impact on our liquidity, financial condition and share price, which may impact
our ability to raise capital in the market, obtain financing and other sources of funding
in the future on terms favorable to us, and (iii) decrease in asset values that are deemed
to be other than temporary, which may result in impairment losses. If such increased
levels of volatility and market turmoil continue, it may materially adversely affect our
results of operations and may increase the difficulty for us to accurately forecast and
plan future business.

A slow down in expenditures by
telecommunications service providers could have a material adverse effect on our results
of operations.

There
is a global uncertainty with respect to the direction of the economy and the
telecommunications market. Many new and small service providers have failed and existing
service providers have been reducing or delaying expenditures on new equipment and
applications. A continuation of such delays or a decline in capital expenditures by
telecommunications service providers may reduce our sales and could result in additional
pressure on the price of our products, both of which would have a material adverse effect
on our operating results.

If we are unable to compete
effectively in the marketplace, we may suffer a decrease in market share, revenues and
profitability.

Competition
in our industry is intense and we expect competition to increase. We compete both with
established global billing companies such as Comverse (after the acquisition of the Global
Software Services division of CSG Systems International by Comverse), Oracle Corporation
(after the acquisition of Portal Software by Oracle) and Convergys Corporation (after the
acquisition of Geneva Technology by Convergys) as well as with local billing companies.
Some of our competitors have greater financial, technical, sales, marketing and other
resources and greater name recognition than we do. Some of our competitors have a lower
cost structure and compete with us on pricing. Current and potential competitors have
established, and may establish in the future, cooperative relationships among themselves
or with third parties to increase their ability to address the needs of prospective
customers. Accordingly, new competitors or alliances among competitors may emerge and
rapidly acquire significant market share. We cannot guarantee that we will be able to
compete effectively against current or future competitors or that competitive pressure
will not harm our financial results.

6

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If we fail to attract and retain
qualified personnel we will not be able to implement our business strategy or operate our
business effectively.

Our
products require sophisticated research and development, sales and marketing, software
programming and technical customer support. Our success depends on our ability to attract,
train, motivate and retain highly skilled personnel within each of these areas of
expertise. Qualified personnel in these areas are in great demand and are likely to remain
a limited resource for the foreseeable future. We cannot assure you that we will be able
to retain the skilled employees we require. In addition, the resources required to retain
such personnel may adversely affect our operating margins. The failure to retain qualified
personnel may harm our business. In particular, we maintain a large technical and support
center in Jassy, Romania and have encountered many attempts from other technology
companies to recruit our employees after we have trained them. If this phenomenon
continues and increases, we may be forced to raise the salaries of our Romanian employees
and our results of operations will be harmed.

Because a substantial majority of
our revenues are generated outside of Israel, our results of operations could suffer if we
are unable to manage international operations effectively.

In
2007 and 2008, approximately 93% and 95% of our revenues, respectively, were generated
outside of Israel. Our sales outside of Israel are made in more than 40 countries. We
currently have sales and support offices located in Silver Spring, Maryland U.S. and in
Reading, U.K. In addition, we have a technical and support team in Jassy, Romania. We plan
to establish additional facilities in other parts of the world, either through
acquisitions or internal expansion based on market needs. The expansion of our existing
international operations and entry into additional international markets will require
significant management attention and financial resources. Our ability to penetrate some
international markets may be limited due to different technical standards, protocols and
requirements for our products in different markets. We cannot be certain that our
investments in establishing facilities in other countries will produce desired levels of
revenue. In addition, conducting our business internationally subjects us to a number of
risks, including:

| | staffing
and managing foreign operations;
|- | -----------------------------------------

| | increased
risk of collection;
|- | -----------------------------

| | potentially
adverse tax consequences;
|- | -------------------------------------

| | the
burden of compliance with a wide variety of foreign laws and regulations;
|- | -----------------------------------------------------------------------------

| | burdens
that may be imposed by tariffs and other trade barriers; and
|- | --------------------------------------------------------------------

| | political
and economic instability.
|- | -----------------------------------

7

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Because some of our customers
require a lengthy approval process before they order our products, our sales process is
often subject to delays that may decrease our revenues and seriously harm our business.

In
2008, we derived 83.5% of our revenues from the sale of software and related services to
telecommunications service providers. Before we can sell our software to some of these
customers, they conduct a lengthy and complex approval and purchasing process. The
following factors, among others, affect the length of the approval process:

| | the
time required for our customers to determine and announce their specifications;
|- | -----------------------------------------------------------------------------------

| | the
time required for the customer to receive the internal approvals necessary in order for
it to commit            significant resources towards acquisition of the billing solution;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | the
build-up of the customer's network infrastructure; and
|- | ----------------------------------------------------------

| | the
timely release of new versions of products comprising enhanced functionality,
specifically requested by the            customer.
|- | ------------------------------------------------------------------------------------------------------------------------------------

Additional
delays in product approval may decrease our revenues and could seriously harm our business
and results of operations.

Our backlog, revenues and
operating results may vary significantly from quarter to quarter.

Our
backlog, revenues and operating results may vary significantly from quarter to quarter due
to a number of factors, including the following:

| | the
timing of orders and/or deliveries for our software may be delayed as customers typically
order and/or implement our billing and customer care software only after other vendors
have provided the network infrastructure, a process that is subject to delay. It is
therefore difficult for us to predict the timing of orders and/or revenue recognition;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | the
ability of our customers to expand their operations and increase their subscriber base,
including their ability to obtain financing;
|- | ----------------------------------------------------------------------------------------------------------------------------------------

| | potential
termination of long-term contracts by our customer due to lack of financing, internal
changes or any            other reason;
|- | ---------------------------------------------------------------------------------------------------------------------------------------

| | changes
in our pricing policies or competitive pricing by our competitors; and
|- | ------------------------------------------------------------------------------

| | the
timing of product introductions by competitors.
|- | ---------------------------------------------------

In
future quarters, our operating results may be below the expectations of public market
analysts and investors, and as a result, the price of our ordinary shares may fall.

The customer base for our
traditional wireline and wireless billing and customer care products is characterized by
small to medium size telephony carriers. If this market segment fails to grow, the demand
for our billing and customer care software would diminish substantially.

Our
traditional wireline and wireless billing and customer care products target small to
medium size telephony carriers. Our growth in this field depends on continued growth of
these traditional telephony carriers. We cannot be certain that small to medium size
telephony carriers will be able to successfully compete with large telephony carriers in
existing markets or will successfully develop in new and emerging markets. If this market
segment fails to grow, the demand for our billing and customer care software would
diminish substantially and our business would suffer. In addition, there may never be
significant demand for new billing and customer care software by providers of traditional
services.

8

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From time to time, our software
and the systems into which it is installed contain undetected errors. This may cause us to
experience a significant decrease in market acceptance and use of our software products
and we may be subject to warranty and other liability.

From
time to time, our software, as well as the systems into which it is integrated, contain
undetected errors. Because of this integration, it can be difficult to determine the
source of the errors. Also, from time to time, hardware systems we resell contain certain
defects or errors. As a result, and regardless of the source of the errors, we could
experience one or more of the following adverse results:

| | diversion
of our resources and the attention of our personnel from our research and development
efforts to address            these errors;
|- | -------------------------------------------------------------------------------------------------------------------------------------------

| | negative
publicity and injury to our reputation that may result in loss of existing or future
customers; and
|- | ------------------------------------------------------------------------------------------------------------

| | loss
of or delay in revenue and loss of market share.
|- | -----------------------------------------------------

In
addition, we may be subject to claims based on errors in our software or mistakes in
performing our services. Our licenses and agreements generally contain provisions such as
disclaimers of warranties and limitations on liability for special, consequential and
incidental damages, designed to limit our exposure to potential claims. However, not all
of our contracts contain these provisions and we cannot assure you that the provisions
that exist will be enforceable. In addition, while we maintain product liability and
professional indemnity insurance, we cannot assure you that this insurance will provide
sufficient, or any, coverage for these claims. A product liability or professional
indemnity claim, whether or not successful, could adversely affect our business by
damaging our reputation, increasing our costs, and diverting the attention of our
management team.

Our business may be negatively
affected by exchange rate fluctuations.

Although
the majority of our revenues are denominated in U.S. dollars, approximately 35% of our
expenses are incurred in New Israeli Shekel, or NIS and approximately 30% of our expenses
are incurred in Euro. As a result, we may be negatively affected by fluctuations in the
exchange rate between the Euro or the NIS and the U.S. dollar. We cannot predict any
future trends in the rate of inflation in Israel or the rate of devaluation or
appreciation of the NIS or of the Euro against the U.S. dollar. If the U.S. dollar cost of
our operations in Israel and/or Romania increases, our U.S. dollar-measured results of
operations will be adversely affected. In addition, some of our revenues are denominated
in Euro and some are denominated in Great Britain Pound, or GBP. As a result, our U.S.
dollar-measured results of operations will be adversely affected by devaluation in the GBP
or Euro relative to the U.S. dollar We may choose to limit these exposures by entering
into hedging transactions. However, hedging transactions may not enable us to avoid
exchange-related losses, and our business may be harmed by exchange rate fluctuations.

9

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If our products fail to achieve
widespread market acceptance, our results of operations will be harmed.

Our
future growth depends on the continued commercial acceptance and success of our products.
We first introduced our billing and customer care software for Voice over IP in 1997 and
since then we have developed new versions that offer mediation, rating, billing and
customer care for multiple services. Accordingly, we cannot be sure that our products will
achieve widespread market acceptance. Our future performance will depend on the successful
development, introduction and consumer acceptance of new and enhanced versions of our
products. We are not certain that we will be able to develop new and enhanced products to
meet changing market needs. If our new and enhanced products are not well received in the
marketplace, our business and results of operations will be harmed. We cannot assure you
that we will be successful in developing and marketing new products.

We depend on our marketing
alliances and reseller arrangements with manufacturers of telecommunications equipment to
market our products. If we are unable to maintain our existing marketing alliances, or
enter into new alliances, our revenues and income will decline.

We
have derived, and anticipate that we will continue to derive, a portion of our market
opportunities and revenues from our marketing alliances and reseller arrangements with
major manufacturers of telecommunications equipment, including Alcatel-Lucent, Cisco,
Ericsson and Siemens, which market or recommend our products to their customers. Our
marketing alliances and reseller arrangements with these parties are nonexclusive and do
not contain minimum sales or marketing performance requirements. In most instances, there
is no formal contractual arrangement. As a result, these entities may terminate these
arrangements without notice, cause or penalty. There is also no guarantee that any of
these parties will continue to market our products. Our arrangements with our resellers
and marketing allies do not prevent them from selling products of other companies,
including products that compete with ours. Moreover, our marketing allies and resellers
may develop their own internal mediation, rating, billing and customer care software
products that compete with ours, or acquire one of our competitors. If we are unable to
maintain our current marketing alliances and reseller relationships, or if these marketing
allies and resellers develop their own competing mediation, rating, billing and customer
care software products, our revenues and income will decline.

If our software does not continue
to integrate and operate successfully with the telecommunications equipment of the leading
manufacturers, we may be unable to maintain our existing customer base and/or generate new
sales.

The
success of our software depends upon the continued successful integration and operation of
our software with the telecommunications equipment of the leading manufacturers. We
currently target a customer base that uses a wide variety of network infrastructure
equipment and software platforms, which are constantly changing. In order to succeed, we
must continually modify our software as new telecommunications equipment is introduced. If
our product line fails to satisfy these demanding and rapidly changing technological
challenges, our existing customers will be dissatisfied. As a result, we may be unable to
generate future sales and our business will be materially adversely affected.

10

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We seek to expand our business
through acquisitions that could result in diversion of resources and extra expenses, and
which may involve other risks that could disrupt our business and harm our financial
condition.

We
pursue acquisitions of business, products and technologies, or the establishment of joint
venture arrangements, that could expand our business. The negotiation of potential
acquisitions or joint ventures as well as the integration of an acquired or jointly
developed business, technology or product could cause diversion of managements
attention from the day-to-day operation of our business. This could impair our
relationships with our employees, customers, distributors, resellers and marketing allies.
Future acquisitions could result in:

| | potentially
dilutive issuances of equity securities;
|- | ----------------------------------------------------

| | the
incurrence of debt and contingent liabilities;
|- | --------------------------------------------------

| | amortization
of intangible assets;
|- | ----------------------------------

| | changes
in our business model and margins;
|- | ------------------------------------------

| | research
and development write-offs; and
|- | ----------------------------------------

| | other
acquisition-related expenses.
|- | -----------------------------------

Future acquisitions involve known and
unknown risks that could adversely affect our future revenues and operating results. For
example:

| | we
may fail to identify acquisitions that enable us to execute our business strategy;
|- | -------------------------------------------------------------------------------------

| | we
compete with others to acquire companies. We believe that this competition has
intensified and may result in          decreased availability of, or increased prices
for, suitable acquisition candidates;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | we
may not be able to obtain the necessary regulatory approvals, including the approval of
anti-competition          regulatory bodies, in countries where we are seeking to
consummate acquisitions;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | we
may ultimately fail to consummate an acquisition even if we announce that we plan to
acquire a company;
|- | ----------------------------------------------------------------------------------------------------------

| | we
may fail to successfully integrate acquisitions in accordance with our business strategy;
|- | --------------------------------------------------------------------------------------------

| | we
may not be able to retain the skilled employees and experienced management that may be
necessary to operate the businesses we acquire and, if we cannot retain such personnel,
we may not be able to attract new skilled employees and experienced management to replace
them; and
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | we
may purchase a company that has contingent liabilities that include, among others, known
or unknown patent or product.
|- | -------------------------------------------------------------------------------------------------------------------------

In
addition, we have limited experience with respect to negotiating an acquisition and
operating an acquired business. If future acquisitions disrupt our operations, our
business may suffer.

11

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We depend on a limited number of
key personnel who would be difficult to replace. If we lose the services of these
individuals, our business will be harmed.

Because
our market is new and evolving, the success of our business depends in large part upon the
continuing contributions of our senior management. Specifically, continued growth and
success largely depend on the managerial and technical skills of Monica Eisinger, our
President and Chief Executive Officer and one of our founders, and other members of senior
management. Because the demand for highly qualified senior personnel exceeds the supply of
this type of personnel, it will be difficult to replace members of our senior management
if one or more of them were to leave us. If either Ms. Eisinger or other members of the
senior management team are unable or unwilling to continue their employment with our
company, our business will be harmed.

Our success depends on our ability
to continually develop and market new and more technologically advanced products and
enhancements.

The
market for our products and the services they are used to support is characterized by:

| | rapid
technological advances like the development of new standards for communications protocols;
|- | ------------------------------------------------------------------------------------------------

| | frequent
new service offerings and enhancements by our customers, such as value-added IP-based
services and new          rating plans; and
|- | ------------------------------------------------------------------------------------------------------------------------------------------

| | changing
customer needs.
|- | ------------------------

We
believe that our future success will largely depend upon our ability to continue to
enhance our existing products and successfully develop and market new products on a
cost-effective and timely basis. We cannot assure you that we will be successful in
developing and marketing new products that respond adequately to technological change. Our
failure to do so would have a material adverse effect on our ability to market our own
products.

If we are unable to adequately
protect our intellectual property or become subject to a claim of infringement, our
business may be materially adversely affected.

Our
success and ability to compete depend substantially upon our internally developed or
acquired technology. Any misappropriation of our technology could seriously harm our
business. In order to protect our technology and products, we rely on a combination of
trade secret, copyright and trademark law. Despite our efforts to protect our intellectual
property rights, unauthorized parties may attempt to copy or otherwise obtain and use our
software or technology or to develop software with the same functionality. Policing
unauthorized use of our products is difficult and we cannot be certain that the steps we
have taken will prevent misappropriation, particularly in foreign countries where the laws
may not protect our intellectual property rights as fully as in the United States.

If
anyone asserts a claim against us relating to proprietary technology or information, we
might seek to license his intellectual property or to develop non-infringing technology.
We might not be able to obtain a license on commercially reasonable terms or on any terms.
Alternatively, our efforts to develop non-infringing technology could be unsuccessful. Our
failure to obtain the necessary licenses or other right or to develop non-infringing
technology could prevent us from selling our software and could therefore seriously harm
our business.

Breaches in the security of the
data collected by our systems could adversely affect our reputation and hurt our business.

Customers
rely on third-party security features to protect privacy and integrity of customer data.
Our products may be vulnerable to breaches in security due to failures in the security
mechanisms, the operating system, the hardware platform or the networks linked to the
platform. All our solutions provide web access to information, presenting additional
security issues for our customers. Security vulnerabilities could jeopardize the security
of information stored in and transmitted through the computer systems of our customers. A
party that is able to circumvent our security mechanisms could misappropriate proprietary
information or cause interruptions in the operations of our customers. Security breaches
could damage our reputation and product acceptance would be significantly harmed, which
would cause our business to suffer.

12

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We are subject to ongoing costs
and risks associated with complying with extensive corporate governance and disclosure
requirements.

As
a foreign private issuer subject to U.S. federal securities laws, we spend a significant
amount of management time and resources to comply with laws, regulations and standards
relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act
of 2002, SEC regulations and Nasdaq rules. Section 404 of the Sarbanes-Oxley Act requires
managements annual review and evaluation of our internal control over financial
reporting and attestations of the effectiveness of these controls by our management and,
commencing from fiscal year 2009, by our independent registered public accounting firm.
There is no guarantee that these efforts will result in management assurance or an
attestation by our independent registered public accounting firm that our internal control
over financial reporting is adequate in future periods. In connection with our compliance
with Section 404 and the other applicable provisions of the Sarbanes-Oxley Act, our
management and other personnel devote a substantial amount of time, and we may need to
hire additional accounting and financial staff, to assure that we continue to comply with
these requirements. If we are unable to implement these requirements effectively or
efficiently, or if our internal controls are found to be ineffective in future periods, it
could harm our operations, financial reporting or financial results and could result in
our being unable to obtain an unqualified report on internal controls over financial
reporting from our independent auditor.

Risks Relating to the Market of our
Ordinary Shares

Our share price has fluctuated and
could continue to fluctuate significantly.

The
market for our ordinary shares, as well as the prices of shares of other technology
companies, has been volatile. The price of our ordinary shares has fluctuated
significantly since our initial public offering in August 2000. A number of factors, many
of which are beyond our control, may cause the market price of our ordinary shares to
fluctuate significantly, such as:

| | fluctuations
in our quarterly revenues and earnings and those of our publicly held competitors;
|- | -----------------------------------------------------------------------------------------------

| | shortfalls
in our operating results from the levels forecast by securities analysts;
|- | ------------------------------------------------------------------------------------

| | public
announcements concerning us or our competitors;
|- | ------------------------------------------------------

| | changes
in pricing policies by us or our competitors;
|- | -----------------------------------------------------

| | market
conditions in our industry; and
|- | --------------------------------------

| | the
general state of the securities market (particularly the technology sector).
|- | --------------------------------------------------------------------------------

We
do not control these matters and any of them may adversely affect our business
internationally. In addition, trading in shares of companies listed on the Nasdaq Global
Market in general and trading in shares of technology companies in particular has been
subjected to extreme price and volume fluctuations that have been unrelated or
disproportionate to operating performance. These broad market and industry factors may
depress our share price, regardless of our actual operating results.

13

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Substantial sales of our ordinary
shares could adversely affect our share price.

Sales
of a substantial number of our ordinary shares could adversely affect the market price of
our ordinary shares. Given the likely volatility that exists for our ordinary shares, such
sales could cause the market price of our ordinary shares to decline.

As
of June 1, 2009, we had 19,210,673 outstanding ordinary shares, which were freely tradable
without restriction or further registration under the federal securities laws unless held
by our affiliates, as that term is defined in Rule 144 under the Securities
Act. As of June 1, 2009, there were outstanding options to purchase a total of 939,900
ordinary shares, of which 495,300 were vested. We were also authorized to grant options to
purchase 2,386,310 additional ordinary shares. We have filed a registration statement on
Form S-8 covering all of the ordinary shares issuable upon the exercise of options under
our stock option plans, at which time these shares will be immediately available for sale
in the public market, subject to the terms of the related options.

Our ordinary shares are listed for
trading in more than one market and this may result in price variations.

Our
ordinary shares are listed for trading on the Nasdaq Global Market, or Nasdaq, and on the
Tel Aviv Stock Exchange, or TASE. Trading in our ordinary shares on these markets is made
in different currencies (U.S. dollars on Nasdaq and New Israeli Shekels on TASE), and at
different times (resulting from different time zones, different trading days and different
public holidays in the United States and Israel). The trading prices of our ordinary
shares on these two markets often differ, resulting from the factors described above, as
well as differences in exchange rates. Any decrease in the trading price of our ordinary
shares on one of these markets could cause a decrease in the trading price of our ordinary
shares on the other market.

Risks Relating to Our
Location in Israel

Potential political, economic and
military instability in Israel may harm our operating results.

We
are organized under the laws of the State of Israel and a substantial portion of our
assets and our principal operations, are located in Israel. Accordingly, our operations,
financial position and operating results are directly influenced by economic, political
and military conditions in and relating to Israel. Since the establishment of the State of
Israel in 1948, a condition of hostility, varying in degree and intensity, has led to
security and economic problems for Israel. Since October 2000, there has been a high level
of violence between Israel and the Palestinians which has strained Israels
relationship with its Arab citizens, Arab countries and, to some extent, with other
countries around the world. Hamas, an Islamist movement responsible for many attacks
against Israeli targets, won the majority of the seats in the Parliament of the
Palestinian Authority in January 2006 and took control of the entire Gaza Strip by force
in June 2007. Further, in the summer of 2006, Israel fought a war against Hezbollah, a
Lebanon-based Islamist Shiite militia group, which involved thousands of missile strikes
and disrupted most day-to-day civilian activity in northern Israel. Rocket strikes from
Gaza have increased since June 2007, and thousands of rockets have been fired at
population centers in southern Israel, leading to an armed conflict between Israel and
Hamas in January 2009. In addition, Iran has threatened to attack Israel and is widely
believed to be developing nuclear weapons. Any armed conflicts or political instability in
the region could negatively affect business conditions and harm our results of operations.
We cannot predict the effect on the region of the increase in the degree of violence
between Israel and the Palestinians. Furthermore, several countries restrict business with
Israel and Israeli companies, and additional countries may restrict doing business with
Israel and Israeli companies as a result of the recent increase in hostilities. These
restrictive laws and policies may seriously harm our operating results, financial
condition or the expansion of our business. In addition, the current situation in Israel
could adversely affect our operations if our customers and/or strategic allies believe
that instability in the region could affect our ability to fulfill our commitments.

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We currently participate in or
receive tax benefits from government programs. These programs require us to meet certain
conditions and these programs and benefits may be terminated or reduced in the future.

We
receive tax benefits under Israeli law for capital investments, the Law for Encouragement
of Capital Investments, 1959, as amended, or the Investments Law, that are designated as
Approved Enterprises. To maintain our eligibility for these tax benefits, we
must continue to meet several conditions including making required investments in fixed
assets. If we fail to comply with these conditions in the future, the tax benefits
received could be cancelled. The termination or reduction of the tax benefits under the
Investments Law could seriously harm our business, financial condition and operating
results. For more information about Approved Enterprises, see Item 10.E Taxation
 Law for the Encouragement of Capital Investments, 1959 and Note 9 to our
financial statements, which are incorporated into this Annual Report by reference to our
Report on Form 6-K furnished to the Securities and Exchange Commission on March 9, 2009.

Because we have received grants
from the Office of the Chief Scientist, we are subject to on-going restrictions that limit
the transferability of our funded technology and of our right to manufacture outside of
Israel any products developed with such technology, and certain of our large shareholders
are required to undertake to observe such restrictions.

We
have received grants in the past from the Office of the Chief Scientist of the Israeli
Ministry of Industry, Trade and Labor. According to Israeli law, generally, any products
developed with grants from the Office of the Chief Scientist are required to be
manufactured in Israel, unless we obtain prior approval of a governmental committee. In
addition, we are prohibited from transferring out of Israel the know-how developed with
these grants, without the prior approval of a governmental committee. Approval is not
required for the sale or export of any products resulting from the funded know-how. Any
shareholder who becomes a controlling shareholder of our company or any non-Israeli who
becomes a direct holder of 5% or more of our outstanding ordinary shares will be required
to notify the Office of the Chief Scientist and to undertake to observe the law governing
the grant programs of the Office of the Chief Scientist, the principal restrictions of
which are described above in this paragraph.

Our operating results may be
negatively affected by the obligation of some of our key personnel to perform military
service.

Some
of our executive officers and employees in Israel are obligated to perform military
reserve duty, which could accumulate annually from several days to up to two months in
special cases and circumstances. The length of such reserve duty depends, among other
factors, on an individuals age and prior position in the army. In addition, if a
military conflict or war occurs, these persons could be required to serve in the military
for extended periods of time. Our operations could be disrupted by the absence for a
significant period of one or more of our executive officers or key employees due to
military service. Any disruption in our operations would harm our business.

15

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It may be difficult to enforce a
U.S. judgment against us, our officers and directors or to assert U.S. securities laws claims in Israel.

We
are incorporated in the State of Israel. Substantially most of our executive officers and
directors are nonresidents of the United States, and a substantial portion of our assets
and the assets of these persons are located outside the United States. We have been
informed by our legal counsel in Israel that it may be difficult to bring original actions
in Israel to enforce civil liabilities under the Securities Act and the Exchange Act.
Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws
because Israel is not the most appropriate forum to bring such a claim. In addition, even
if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S.
law is applicable to the claim. If U.S. law is found to be applicable, the content of
applicable U.S. law must be proved as a fact, which can be a time-consuming and costly
process. Certain matters of procedure will also be governed by Israeli law. There is
little binding case law in Israel addressing these matters.

Subject
to specified time limitations and legal procedures, under the rules of private
international law currently prevailing in Israel, Israeli courts may enforce a United
States final judgment in a civil matter, including judgments based upon the civil
liability provisions of the U.S. securities laws and including a monetary or compensatory
judgment in a non-civil matter, provided that:

| | the
judgment is enforceable in the state in which it was given;
|- | ---------------------------------------------------------------

| | adequate
service of process has been effected and the defendant has had a reasonable opportunity
to present his          arguments and evidence;
|- | ------------------------------------------------------------------------------------------------------------------------------------------------

| | the
judgment and the enforcement thereof are not contrary to the law, public policy, security
or sovereignty of          the State of Israel;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------

| | the
judgment was not obtained by fraud and does not conflict with any other valid judgment in
the same matter          between the same parties; and
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | an
action between the same parties in the same matter is not pending in any Israeli court at
the time the lawsuit is instituted in the United States court.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

Therefore,
it may be difficult for a shareholder, or any other person or entity, to collect a
judgment obtained in the United States against us or any of these persons, or to effect
service of process upon these persons in the United States.

Provisions of Israeli law and our
articles of association may delay, prevent or make difficult a change of control and
therefore may depress the price of our stock.

Some
of the provisions of our articles of association and Israeli law could, together or
separately:

| | discourage
potential acquisition proposals;
|- | -------------------------------------------

| | delay
or prevent a change in control; and
|- | -----------------------------------------

| | limit
the price that investors might be willing to pay in the future for our ordinary shares.
|- | ---------------------------------------------------------------------------------------------

In
particular, our articles of association provide that our board of directors will be
divided into three classes that serve staggered three-year terms and authorize our board
of directors to adopt protective measures to prevent or delay a coercive takeover,
including without limitation the adoption of a Shareholder Rights Plan. In
addition, Israeli corporate law regulates mergers and acquisitions of shares through
tender offers, requires approvals for transactions involving significant shareholders and
regulates other matters that may be relevant to these types of transactions. See Item 10.B
Memorandum and Articles of Associations- Mergers and Acquisitions under Israeli
Law. Furthermore, Israeli tax law treats stock-for-stock acquisitions between an
Israeli company and a foreign company less favorably than does U.S. tax law. For example,
Israeli tax law may subject a shareholder who exchanges his ordinary shares for shares in
another corporation to taxation prior to the sale of the shares received in such stock-for
stock swap.

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|Item 4. |  | Information on the Company
|------- |  | --------------------------

|A. | History
and Development of the Company.
|-- | ---------------------------------------

# General

Our
name is MIND C.T.I. Ltd. for both legal as well as commercial purposes. We were
incorporated under the laws of the State of Israel on April 6, 1995 as a company with
limited liability, and we are subject to the Israeli Companies Law, 1999 and the
regulations promulgated thereunder. Our principal executive offices are located at
Industrial Park, Building 7, Yoqneam 20692, Israel. Our telephone number is +972 4 993
6666. Our agent in the United States is MIND Software Inc. and its principal offices are
located at 12211 Plum Orchard Drive, Suite 320, Silver Spring, MD 20904, USA.

# Important Events in the
Development of the Company

In
1997 we started the development and marketing of a real-time mediation and billing
solution, mainly to the Internet protocol, or IP, prepaid markets, known as MIND-iPhonEX.

During
2005, we completed the acquisition of Sentori Inc., which is now named MIND Software Inc.,
a U.S. leading provider of customer care and billing solutions to rural wireless carriers
and mobile virtual network operators, or MVNOs, mainly in the United States and the
Caribbean. We have incorporated the Sentori functionality into the MIND-iPhonEX product
line and brand the combined products under the MINDBill name. We plan to continue to
support the Sentori product with new maintenance releases, as well as customization
requests.

In
October 2007, we acquired the U.K. based Omni Consulting Company Limited, (Abacus
Billing). Omni, which is now named MIND Software Limited, provides billing and customer
care software solutions in a service bureau mode, mainly to European carriers, using
web-enabled daily reporting and billing. This company is based in the London metro area
and has a strong methodology for its outsourced offering, which is supported by regulatory
accreditations from the Office of Communication, or Ofcom, of the United Kingdom and from
the German regulatory authority for telecommunications and postal services, known as
Reg-TP.

# Principal Capital
Expenditures

During
2006, 2007 and 2008, the aggregate cash amounts of our capital expenditures was $0.4
million per each year. These expenditures were principally for the purchase of property
and other equipment. Although we have no material commitments for capital expenditures, we
anticipate an increase in capital expenditures if we decide to construct a building for
our office in Romania or if we purchase or merge with companies or purchase assets in
order to obtain complementary technology and to expand our product offerings, customer
base and geographical presence.

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|B. | Business
Overview
|-- | -----------------

# Overview

We
develop, manufacture and market real-time and off-line billing and customer care software
for various types of communication providers, including traditional wireline and wireless,
voice over IP, or VoIP, and broadband IP network operators, WiMAX operators, cable
operators, 3G operators and mobile virtual network operators, or MVNOs.

Our
convergent billing and customer care solution supports multiple services, including voice,
data and content services as well as both prepaid and postpaid payment models in a single
platform. Prepaid subscribers can enjoy the full range of services offered by the
provider, with their special bundles, rating plans and limits. The prepaid solution
authorizes each service and controls each session in real time, taking care that the
balance is not exceeded. Postpaid subscribers, including credit-limited and non-limited,
retail or business customers, represent the loyal and the higher average revenue per user,
or ARPU, market. All services used by a postpaid subscriber appear in a single bill, which
includes all charges, including one-time, recurring and usage-related charges. Our billing
solution is unique as it includes our own integrated real-time mediation product that
provides interfaces with IP, Intelligent Networks, or IN, and traditional
telecommunication equipment.

The
latest version of our billing and customer care solution includes a powerful workflow
engine to support the creation and execution of business processes such as order
management, trouble ticket and debt collection. It also includes an integral point of sale
solution that covers all dealer, store and cashier management and sales processes. The
MIND solution introduces multi-layered architecture supporting real-time distributed
processing, achieving performance, scalability and high availability. It uses an open
architecture, including Service Oriented Architecture (SOA) and Document Oriented
Architecture (DOA), thus enabling fast and seamless integration with other systems and
third party applications. The MIND solution is built using standardized best-of-breed
object-oriented technologies such as Java and XML, and it is J2EE compatible as it is
powered by a commercial application server.

We
also provide professional services, primarily to our billing and customer care customers,
consisting of installation, turnkey project implementation services, customer support,
training and maintenance services, customization and project management. Our professional
services also include enhanced support options, known as managed services, which are
mainly offered to customers in the United States and Europe and are performed from our
offices. These managed services include performing day to day billing operational tasks.

In
addition to our billing and customer care solutions, we offer call management systems used
by organizations for call accounting, telecom expense management, traffic analysis and
fraud detection. Our enterprise software product has been installed in over 16,000
locations throughout the world, for traditional telephony, for IP switches and hybrid
networks. Our latest product, PhonEX-ONE, delivers one unified solution for all voice
communication expenses including traditional, IP and mobile telephony. The flexible and
scalable architecture of PhonEX-ONE meets the needs of large enterprises, supporting an
unlimited number of extensions and sites, it introduces full functionality through a web
browser, based on Microsoft SQL database and enhanced by the advanced ASP.NET technology.

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# Our Market Opportunity

Billing and Customer Care
Industry

Billing
and customer care are critical to telecommunications service providers as they enable them
to track and bill for usage, manage revenues and customer relations, and launch, deploy
and charge new services, marketing programs and rate plans. The need for comprehensive
billing solutions is driven by the market trend that requires service providers to
introduce new services, to be innovative in creating new product offerings and to optimize
business processes for maximum efficiency. We provide tier 2 and tier 3 service providers
with flexible, easy to deploy, convergent and scalable billing solutions.

From
time to time, telecommunications service providers initiate searches for billing solutions
to replace existing ones in order to offer additional services, reduce costs and improve
service.

Also,
from time to time, new providers surface and introduce new offering to the market or try
to attract a specific targeted customer base. They build new infrastructure or resell
traffic and initiate searches for billing solutions, mostly in a managed service model.

An
additional market opportunity is the trend towards all-IP networks, offering multiple next
generation services. New billing solutions are required to enable the new services, and we
are well positioned to support this need. As a pioneer in VoIP billing since 1997, we have
the experience and the solution portfolio that is proven to be capable of delivering these
technically demanding projects for all-IP networks.

Mobile Market

The
Sentori acquisition, with its existing mobile customer base, provided the required
presence to build upon and enhance our position in the mobile market in the United States.
With our combined product  MINDBill  we are able to offer convergent billing
to the already existing customer base and to new GSM and CDMA operators.

A
niche in the mobile market in which we see opportunities is rural mobile carriers. We have
a number of such carriers as customers and we are focused on delivering solutions that
address this particular market.

Voice over IP Industry

Many
service providers are moving towards networks in which IP-based equipment will carry a
large proportion, if not all, of their traffic. These next generation networks, or NGNs,
offer cost savings over traditional switched networks, as well as the potential to offer
new services like VoIP. We have a strong reputation in areas such as mediation and VoIP
billing, and our products are designed to work with NGNs.

For
service providers, Voice over IP presents an opportunity to generate revenue by offering
additional services over the new broadband networks deployed. Voice over IP networks
enable the deployment of most of the services customers receive over traditional networks
at a much lower capital cost of infrastructure and reduced management cost of the network.
As Voice over IP is distance independent, it allows service providers to offer competitive
pricing, as only a small portion of the traffic, if any, terminates on traditional
networks.

Providers
of multiple IP-based services typically require billing and customer care products that
can handle authentication, authorization and accounting needs in real-time in order to
determine the types of services to which the subscriber is entitled, as well as any
applicable limits to the availability of the services. This real-time functionality is
particularly important for prepaid billing plans. Finally, billing and customer care
software products need to be easily adaptable to changes in the size and configuration of
an IP providers system, to new products and services and to enable rapid growth in
subscriber base. Our proven solutions cover all these needs, as described below.

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# Our Billing and Customer
Care Solution

We
develop, market and support real-time and off-line, scalable billing and customer care
software, including mediation and rating, for providers of voice, data and content
services that are designed to meet their complex, mission-critical provisioning,
authentication, authorization, accounting and reporting needs. Our billing and customer
care software provides our customers with the following benefits:

| | Real-Time
Solution. Service providers require a system that enables authentication,
authorization and accounting and, if needed, cut-off, all in real-time. We believe that
the MIND solution is one of the few billing and customer care products that offers
real-time functionality for both prepaid and postpaid billing plans, and that has a
real-time rating engine able to support rating of voice, data and content services
simultaneously;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Mediation
and Service Fulfillment. IP and traditional networks that can offer voice, data,
video and content services are based on various network elements each of which generates
billable information. We believe that the MIND solution is one of the few billing and
customer care products that provide real-time collection and correlation of various
events from multiple sources that relate to the same session and convert them into
billable records. In addition, the MIND solution enables end-to-end automated flow for
service creation and activation, meaning that from the order for service handled by the
customer care representative until the service activation, the activities that need to be
completed are automatically fulfilled by MIND;
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Scalability.
Our billing solutions are designed to be easily adapted to changes in the size and
configuration of a service providers network. They enable the network of a service
provider to grow from accommodating a small number of subscribers to a large number of
subscribers, primarily through the addition of hardware. This feature allows a service
provider to expand its infrastructure and its subscriber base without the need to
redesign or replace its billing and customer care software. The scalability of our
software is important since many service providers begin with a relatively small
subscriber base and experience rapid growth. For example, we designed and provided a
billing and customer care solution for China Unicom, which started offering Voice over IP
services in 1999. When China Unicom first deployed our software in May 1999, it was
capable of supporting one million users. Our software was upgraded to support five
million users in November 1999, 20 million users in June 2000 and 30 million users in
June 2001. Increases in the potential number of users have been, and future increases
will be, accomplished without the need to modify or replace our installed software;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Improved
Time to Market. Our billing solutions are modular, extensible software products based
on software architecture designed for easy adaptability and implementation. These
features allow each of our customers to tailor our products to meet their individual
needs in terms of the number of subscribers serviced and the variety of services
provided. In addition our products can be customized relatively quickly, enabling our
customers to improve their time to market as they initially implement their networks and,
later, as they add and modify the services they provide.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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# Our Strategy

Our
objective is to be a leader in the market for convergent billing and customer care
software for tier 2 and tier 3 service providers and to maintain and increase
profitability. We believe that the strategic acquisitions, of Sentori in August 2005 and
of Omni Consulting in October 2007 strengthened our presence in the U.S. and European
markets.

As
we increase our focus on end-to-end billing solutions for tier 2 and tier 3 service
providers, projects are now generally more complex in nature, with revenue recognized over
longer periods. These factors typically extend the recognition period of both license and
service revenue streams and have some balance sheet impacts. We consider this a normal and
expected development for our business as it grows and matures. We have built a
professional services team to support the growth in services offered to customers. Our
long-term business model contemplates that licenses, maintenance and services will each
represent 30-40% of revenues and gross margins will be 60-70%. The key elements of our
strategy to become a leader in the market for convergent billing and customer care
software for tier 2 and tier 3 service providers include:

| | Leverage
our brand name recognition and technical expertise. We were one of the first to
provide billing and customer care software for IP telephony, introducing MIND-iPhonEX in
1997. We believe that our early position in the market and our reputation for offering
high quality, reliable billing and customer care software has provided us with
significant brand name recognition among Voice over IP providers. The acquired Sentori
customer base, team and technology have provided us with significant brand name
recognition in the U.S. mobile market. We intend to leverage our reputation, brand name
and recognition in the wireline and wireless markets;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Enhance
alliances with industry leaders. We have established cooperative relationships with
leading manufacturers of telecommunications and hardware equipment and system
integrators. We team with these industry leaders in marketing activities, as well as in
the research and development and implementation stages of product development and
enhancement. Our alliances allow us to broaden our marketing capabilities significantly,
support new features offered by equipment vendors as these features are introduced to the
market, and maintain our technology leadership over our competitors. We intend to
continue to leverage these alliances in order to solidify and expand our market presence.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Maintain
and expand our technological expertise. We believe that our reputation in the market
is due in large part to our technological expertise. We make significant investments in
our research and development to continually enhance our products to meet the changing
needs in the telecom industry. We intend to continue our commitment to technology, both
to enhance our existing products and to develop new products for growing markets;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | Expand
professional services opportunities. As our projects are of larger scale and as
convergent service offerings become more complex, our customers increasingly require
consulting services, especially for customization, as well as for project management,
installation and training, technical support and maintenance. This provides us with the
opportunity to increase our revenue base from existing customers. We have begun to
capitalize on this opportunity and, as a result, fees from providing professional
services have increased; and
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Expand
offering through acquisitions. We evaluate acquisition opportunities based on our
long-term policy of growing the scale of our business and enhancing our offering, through
acquisitions, which will enhance shareholder value. Our active pursuit is for business
lines that provide the majority of the following criteria: existing customer base,
channels and partners, presence in complementary geographic areas or markets and proven
complementary technology. We will pursue such an opportunity if we estimate that it will
provide an additional step towards tier 2 market leadership o and that the acquisition
will be accretive to our income within two or three quarters.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Our Products and Services

Billing and Customer Care
Solutions

Our
billing solutions include real-time and off-line mediation, provisioning, rating, billing
and customer care products for voice, data, video and content services that meet the
mission-critical needs of convergent IP, Wireline and Wireless service providers and is
interoperable with the telecommunications equipment of major manufacturers.

Our
highly functional and adaptable products enable our customers to quickly deploy new
services as well as to rapidly grow and add new services. Our solutions support both
prepaid billing plans, in which customers prepay for the services, or postpaid billing
plans, in which customers pay for the services after using them, on the basis of either
limited or unlimited credit lines. The key functionalities of our solutions are as
follows:

| | Mediation. Our
mediation platform provides real-time and batch event collection interfacing with the
voice, content, data, service delivery and routing network elements. It incorporates an
intelligent processing engine to correlate, aggregate, merge and filter raw events into a
single valuable usage event;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Provisioning.
Provisioning involves setting up the ability of a subscriber to use services. The
customer database includes information regarding customers personal data,
identification parameters and the services provided. This information can be provided in
real time or on demand to any external system, such as network elements and legacy
billing solutions. The data provided includes service parameters such as enabled features
and quantitative limits;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Authentication.
Our real-time mediation module authenticates subscribers who connect to the network to
use the service. Authentication is based on a number of methods, including user codes,
passwords and caller line identification. The identification information is passed to the
system, where the subscriber is authenticated and then permitted to use the service;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | Authorization.
Our systems authorize a particular usage, among other ways, by reviewing the type of
service to determine whether the service is permitted or by reviewing the existing
balance, pre-rating the service, using the rating engine described below and calculating
the resulting cut-off parameters, if any, of the call or data session. Multiple parallel
sessions are supported using our Balance manager, implementing quota allocation logic;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Accounting.
When each session is completed, the rating engine described below is used to determine
the amount to be charged to the subscriber and update the balance of the account in
real-time. In addition, the usage detail records are stored for invoicing and reporting;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Interconnect
Billing. The networks operated by our customers are typically interconnected with the
networks of other telecommunications service providers. Interconnecting providers need to
charge other providers for carrying each others services over their networks. Our
billing solutions generate reports that enable providers to bill for traffic and services
that are being transported across their networks by other providers;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Roaming.
Our solutions support the ability to provide services to visiting subscribers, on the one
hand, and to roam both prepaid and postpaid subscribers in other networks, on the other
hand. Our billing system provides the ability to define and manage the required roaming
contract terms and the applicable tariff plan (IOT) for each roaming partner;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Virtual
Providers. MIND offers a solution that enables a carrier to have resellers of traffic
under different brand names, while it is still managed from the same billing platform, as
a separated entity known as Virtual Provider. This model enables the carriers that own
the networks, to lease its network equipment and its billing system to other providers.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Multiple
Services and Products Support. Our billing solutions allow service providers to take
advantage of their convergent networks by providing their customers with advanced voice,
data, content and video services. The MIND Product Catalog allows service providers to
bundle groups of services into tailor-made packages for which they can offer special
rates, discounts and promotions. There are different classes of customers with respect to
the availability, bandwidth, and quality of service requirements for these services. Our
billing solutions offer an easy way to define these services, combine them into products,
and rate each service and product differently;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Rating.
Our billing solutions include a real-time and flexible rating engine that allows service
providers to offer subscribers a wide variety of billing plans. This flexibility also
allows service providers to set different tariff parameters. For example, our billing and
customer care software can support different rates for various content and video
streaming services and for different customer groups, rates based on the day of the week
and time of the day and rates based on the origin and destination of the call.
International service providers may define rates in different currencies using the products
multi-currency functionality. An unlimited number of free-unit and money-bundle is
supported. Voucher based payment models are supported;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23

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| | Invoicing.
Our billing solutions include a high-capacity invoice server that handles all stages of
invoice generation. It supports multiple billing cycles and bill production on demand.
The invoice includes the customer details and information, such as usage details, monthly
recurring charges, discounts and taxes, which are gathered throughout the billing period.
This module creates the original bills to be printed locally or exported to bill printing
service bureaus, using a customizable invoice layout.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Account
Receivables (A/R). MINDBill manages all A/R activities, monitors
the A/R status online and ensures a continuous cash flow. Multiple payment methods are
supported by the system: cash, cheque, credit and debit cards, vouchers and more.
MINDBill includes a flexible open API for payments interfaces to banks and credit card
clearing houses. MINDBill has pre-integrated interfaces with major financial
institutions, banks, clearinghouses and credit bureaus. The A/R includes the management
of deposits life cycle, including payments and refunds, is easily done. Disputes can be
managed and solved, resulting in the appropriate adjustments. MINDBill identifies the
ageing debt for every open invoice according to the company policy for classifying to
30-60-90 days and initiating the built in debt collection process.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Collection
procedures. The MINDBill collection facility provides flexibility in defining
the collection policy using different collection paths. The solution provides full
monitoring and control of the collection treatment (dunning process). It identifies
customers with past due debts and ensures that they are handled in accordance with the
company policy. This increases efficiency through the automation of the majority of the
collection functions, and helps maximizing the success ratio. Automating the collection
process utilizing the built in work flow engine enables operators to monitor the account
receivables and ensure the collection of the entire revenue. All of this is achieved with
operational efficiency streamlining the business processes that is fully integrated
within the customer suit.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Subscriber
Web Interface. Our billing solutions include a user-friendly subscriber web interface
that allows subscribers to resolve billing inquiries themselves. Individual customers can
obtain real time information about their account, including details of calls made that
have not yet been invoiced, like the time, destination, length and cost of each call. The
subscriber can also browse invoices, call details and payment history records. This
feature is convenient for subscribers and efficient for service providers as it reduces
service costs;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Customer
Support Representative Web Interface. Our billing solutions include a user-friendly
customer support representative web interface that allows operators of the system to
perform customer care from any location. This feature is of particular significance to
service providers who have remote operations centers and are required to provide support
of their system in more than one location;
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

24

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| | Point
of Sale (POS). The POS is aimed mostly at the wireless retail market, enabling
operators to offer their products and services in retail stores and manage the process
within our enhanced solutions. POS is fully integrated into MIND Billing and Customer
Care solutions, allowing operators to seamlessly offer services and accessories for new
and existing customers and even to non-subscribers. POS integrates with external systems,
such as credit card clearinghouses, external taxation engines and address validation
systems. POS includes two modules working together:
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Resource
Management Module  a comprehensive inventory system that supports the operators
chain of warehouses as well as his stores. It automates the management and tracking of
the equipment sold to subscribers. The solution keeps track and manages the equipment by
serial number, status, and location, providing the flow management from purchase orders,
through the reception of the items shipped, the distribution of the items to the stores
and the allocation of the items to the customers. It also supports inventory management
functions such as on-hand-counts and catalogue management.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Sales
Module  an easy to use cashier station that supports all service activations,
phone and accessory sales through one interface on a single receipt. The Sales module
enables all payment methods such as cash, check and credit card. It provides full control
of the cashier devices such as cash drawer, credit card swipe, bar code reader and ribbon
printer. Sales module interacts with the Resource Management module to show the sales
clerk available items for sale in the store warehouse, to assign sold items to customer
accounts and to enable track of items, such as returns and repairs.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Business
Processes Environment. Customer care and billing processes are one of the most
significant practices to drive business performance. These processes are fundamental for
bringing innovative and competitive ways of delivering products and services to market.
MINDs automated business processes engine allows operators to meet the challenges
they confront in todays business environment. The business processes workflow
implemented by the engine provides business intelligence behind day-to-day operations.
The engine also automates the interaction with network elements and third party software.
This is done in accordance with a uniquely defined set of business rules determined by
the customer. MIND is offering in its deployments tailored, fully automated, order
management processes, trouble tickets and debt collection processes.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
flexible and robust account creation order management process handles the orders from the
customers contact, through registration, package selection, provisioning and
activation. The order management process involves different users from various
departments (such as supervisor approval of the contract and technician test),
integration with external legacy systems (such as inventory), interaction with third
party services (such as address validation) and more. MINDBill uses its inherent workflow
capabilities to tailor an order management process that meets the operators
business model;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Call
Management and Traffic Analysis Reports (CMS module). The CMS module allows service
providers to generate reports and graphic analyses of usage activity. These reports
contain information regarding peak hours, usage loads to different destinations, the
number of sessions per minute for a specific gateway or group of gateways, the duration
of sessions and other parameters. These features enable service providers to analyze
subscriber behavior and use the information to improve their marketing and business
development strategies. In addition, the traffic analyses reports assist service
providers in planning the growth and development of their networks;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

25

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| | Fraud
Detection. Our billing solutions include a fraud detection tool that enables
detection of stolen calls and telephone misuse. It detects, locates and warns
of any suspicious activity by activating alarms. It is easily customized to suit the
needs of each service provider and allows a provider to build fraud inquiries based on a
defined set of parameters. When these specific parameters are violated, alarms at four
different alarm levels may be activated. Different actions may be implemented at each
level. For instance, the operator may be alerted to possible fraud via e-mail, fax,
pager, audio or visual alarms;
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Enterprise Software

Our
enterprise products, known as PhonEX, MEIPS (our solution for IP switches) and PhonEX-ONE,
are used by corporations for telecom expense management, call accounting, traffic analysis
and fraud detection. PhonEX and MEIPS are call management systems that collect, record and
store all call information in a customized database. The systems:

| |  | allow
customers to generate near real-time reports on the enterprise's telephone use;
| | - | -------------------------------------------------------------------------------------

| |  | produce
sophisticated reports and graphics for easy and effective analysis of call activity; and
| | - | ------------------------------------------------------------------------------------------------

| |  | allow
customers to allocate telephone expenses to specific departments, individual clients or
projects.
| | - | -------------------------------------------------------------------------------------------------------

These
functions allow organizations to more effectively manage their telecommunications
resources. The systems are easy to install and configure, user-friendly and compatible
with any switchboard system, traditional or IP. The systems perform call management and
traffic analysis as well as fraud management in the same manner as our billing solutions.
In addition, the systems are multi-lingual and multi-currency, which means that reports
can be generated in any currency defined in the system, or in two currencies
simultaneously.

PhonEX-ONE,
delivers one unified solution for management of all telecom expenses, including
traditional voice, IP voice and data, and mobile telephony. The flexible and scalable
architecture of PhonEX-ONE meets the needs of large enterprises, supporting an unlimited
number of extensions and sites. PhonEX-ONE provides tools to monitor, budget and manage
voice traffic in order to achieve maximum control over telecommunication expenses. Some of
its major advantages are:

| |  | Fully
web based solution. The PhonEX-ONE fully web-based solution enables managers and
users to conveniently access their telecom expenses management system anytime and from
anywhere, using a web browser without decreasing their control over the traffic;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | User
centric. The PhonEX-ONE user-centric architecture provides a consolidated solution
for the collection, analysis, reporting, and managing of all the telecommunication and
data traffic expenses;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Dashboard.
A visual representation of the most significant information regarding calls, a useful
tool that helps administrators to get a quick and relevant image of the general system
activity. The Dashboard can quickly provide  through its graphical and
non-graphical monitors  a snapshot over the outgoing and incoming calls, traffic
and exceptions as well as several top requested reports;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

26

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| |  | Multi-site
solution. The PhonEX-ONE scales to support large multi-site organizations using voice
and data equipment from multiple vendors. PhonEX ONE supports complex hierarchies on
which any employee can be associated to any branch of the organization and under a
separate matrix to any corporate department;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | ASP.NET
and MS-SQL database. PhonEX-ONE is designed using the Microsoft .Net technology and
has extensive configuration capabilities using XML files with server client
interaction;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Certification
by IP switch vendors. PhonEX-ONE is interoperable and certified on a timely manner
with new releases of IP switch vendors, including Cisco, 3 COM and Avaya;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Enhanced
security. PhonEX-ONE security management includes user authentication, security group
restrictions, event log monitoring and encryption methodology of data base entries. This
management tool enables a secure and easy control over the system;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Modular
architecture supporting high scalability. The PhonEX-ONEs scalable system
architecture supports an unlimited number of sites and extensions;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Guard
and Alerter. The PhonEX-ONE Guard and Alerter provide sophisticated tools for fraud
prevention, alerting on phone misuse, budget surpass, possible toll fraud or other
abnormal behaviors within the organization; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Multilingual
and multicurrency. The built in support of multiple languages and multiple currencies
enables telecom expense management for multinational organizations.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

We
intend to further develop and market these products as the emerging market for Voice over
IP systems for enterprises grows.

Professional Services

We
provide professional services to our customers, consisting primarily of project
management, customization, installations, customer support, training and maintenance
services. As our projects become more complex, more customers require customization
services to add specialized features to their systems. We typically incorporate additional
or specialized features developed for a particular customer into future versions of our
products. We also offer enhanced support options, called managed services, which are
mainly offered to customers in the United States and Europe and are performed from our
offices. The managed services include performing day to day billing operational tasks. The
managed services contracts are usually for a term of three to five years and are paid on a
monthly basis.

27

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# Technology

Our
software products are based on an open architecture, which was developed using industry
standard application server programming interfaces that enables it to readily integrate
with other software applications. These application program interfaces create an
object-oriented, multi-layered architecture that supports a distributed environment. Our
object-oriented technology enables the design and implementation of software utilizing
reusable business objects rather than complex procedural codes. Our layered architecture
organizes these business objects to optimize the interface between the user and the
application. We implement our software in a distributed configuration. This allows various
modules to be installed on different servers to support the systems scalability and
security. We believe that our technology allows us to offer products with the following
benefits:

| |  | fast
integration and interoperability with telecommunications equipment of major
manufacturers, legacy systems and          external software;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------

| |  | modular
architecture that allows our products to be easily scalable and enables us to customize
our software          relatively quickly;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| |  | reliable
products that support high availability of the service for mission-critical applications.
Our automatic          fail-over mechanism ensures minimal loss of service in case of a
component failure; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | security
at all levels of the architecture. Each user of the system may be assigned to different
security groups. Service providers are therefore able to determine and audit access to
the system. In addition, firewalls can be installed to prevent unauthorized access to the
system.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our
software products are based on multiple-tier architecture, consisting of the following
tiers:

| |  | Client
Application Tier: This is the top tier graphic user interface between the user and the
application. It includes client applications for customer registration, customer care and
billing administration. In addition, it includes Web service interfaces that enable
external applications to interact with the business tier;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Business
Object Tier: This tier includes the business logic and rules of the system. This tier
manages accounts, services, events and tariffs. It includes an object request broker that
facilitates the transfer of information requested by the client application tier from the
database tier;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Database
Tier: This tier includes the Oracle database server and management software where the
actual billing and customer care information is stored.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------

# Sales and Marketing

Sales

Billing and Customer Care
Solutions

We
conduct our sales and marketing activities primarily directly as well as through our
marketing alliances with leading network equipment vendors and systems integrators.
These marketing allies and resellers provide us with a global extension of our direct
sales force and are a significant source of leads and referrals. We also engage in joint
marketing activities with our allies, including joint responses to requests for proposals,
sharing booths in trade shows, distributing each others marketing information and
cross links and references to web sites. We believe that these relationships also help
validate our technology and facilitate broad market acceptance of our software.

Our
contracts with our marketing allies, distributors and resellers are non-exclusive, do not
contain minimum sales or marketing performance requirements and may be terminated at any
time with notice.

28

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Enterprise Software

We
conduct our sales and marketing activities primarily directly, by our sales force located
in the MIND offices in the United States, the United Kingdom and Israel, as well as
through appointed distributors and resellers through out the world. We engage with our
system integrators and PBX equipment vendors for global marketing activities and responses
to tenders.

Marketing

Our
marketing programs are focused on creating awareness, interest and preference for our
products and services. We engage in a variety of marketing activities, including:

| |  | participating
in industry trade shows and special events;
| | - | ---------------------------------------------------------

| |  | conducting
ongoing public and press relations programs; and
| | - | -----------------------------------------------------------

| |  | conducting
training seminars for vendors and system integrators.
| | - | ----------------------------------------------------------------

# Principal Markets

The
following table shows our revenues for each of the past three years classified by activity
and geographic region.

|                                | Years ended December 31,
|------------------------------- | ------------------------
|
|
|
|
|The Americas (total)            |                         
|Sale of Licenses                |                         
|Services                        |                         
|Asia Pacific and Africa (total) |                         
|Sale of Licenses                |                         
|Services                        |                         
|Europe (total)                  |                         
|Sale of Licenses                |                         
|Services                        |                         
|Israel (total)                  |                         
|Sale of Licenses                |                         
|Services                        |                         
|Total                           |                         
|Sale of Licenses                |                         
|Services                        |                         

29

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# Customers

Billing and Customer Care
Solutions

We
currently provide traditional telecommunications service providers, Internet telephony
service providers and Internet service providers with our billing and customer care
software. MINDBill, MIND-iPhonEX, VeraBill, Abacus and the Sentori product line have been
installed for a large base of customers worldwide, including:

| |  | traditional
telecommunications service providers that also offer IP services including VoIP or/and
data, such as          China United Telecommunications Corp. (China Unicom), Romtelecom
S.A., Singapore          Telecommunications Limited (SingTel), Sri Lanka Telecom, Telecom
Colombia, and VTI;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | traditional
wireline telephony providers, such as Moldtelecom, and Telefonia Bonairiano;
| | - | ----------------------------------------------------------------------------------------

| |  | wireless
telephony providers, such as KDDI America, Inc., Mobi PCS, Inc., Pocket Communications,
and Revol;
| | - | -----------------------------------------------------------------------------------------------------------

| |  | 3rd
generation (3G) mobile operators that provide broadband mobile IP services, such as H3G
Italy; and
| | - | ------------------------------------------------------------------------------------------------------

| |  | MVNOs,
such as Viaero.
| | - | ----------------------

Enterprise Software

Our
enterprise software has been installed at over 16,000 locations throughout the world, for
customers that include international banking firms, government agencies and other small to
very large organizations.

# Competition

Billing and Customer Care
Solutions

Competition
in the market for billing and customer care software is intense and we expect competition
to continue to be strong. We compete with many local companies and worldwide companies
such as Comverse (after the acquisition of the Global Software Services division of CSG
Systems International by Comverse), Oracle Corporation (after the acquisition of Portal
Software by Oracle) and Convergys Corporation (after the acquisition of Geneva Technology
by Convergys).

We
believe that our competitive advantage is based on:

| |  | our
ability to rapidly deploy a complete turn-key product based solution;
| | - | -------------------------------------------------------------------------

| |  | our
solutions' functionality, which includes billing, customer care, mediation, provisioning,
rating for multiple          services and prepaid IP functionality;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | our
proven platform and our many years of wireless and IP experience to satisfy customer
requirements; and
| | - | ----------------------------------------------------------------------------------------------------------

| |  | our
flexibility to meet customer requirements in a short time frame.
| | - | --------------------------------------------------------------------

Some
of our competitors have greater financial, technical, sales, marketing and other resources
and greater name recognition than we do. Some of our competitors have lower cost structure
and compete with us on pricing. Current and potential competitors have established, and
may establish in the future, cooperative relationships among themselves or with third
parties to increase their ability to address the needs of prospective customers.
Accordingly, new competitors or alliances among competitors may emerge and rapidly acquire
significant market share and their solutions could achieve greater market acceptance than
our solutions.

30

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Enterprise Software

Our
main competitors in the market for enterprise software products include Avotus Corporation
and Veramark Technologies, Inc. To compete effectively, companies must be able to offer
adequate technical support and ongoing product development and customization services. In
addition, multinational companies prefer call accounting systems that can be installed at
their various offices throughout the world, and therefore require call accounting products
that are multilingual and support the local telecommunication requirements. The principal
factors upon which we compete are customer support, ease of use, compatibility with major
switchboard systems and IP switches and the multi-lingual and multi-currency nature of our
system.

# Israeli Office of the
Chief Scientist

Under
the Israeli Law for the Encouragement of Industrial Research and Development, 1984, or the
Research and Development Law, research and development programs which meet specified
criteria and are approved by the Office of the Chief Scientist are eligible for grants of
up to 50% of certain approved expenditures, in exchange for the payment of royalties from
the sale of products (and any ancillary services) incorporating or based upon know-how
developed in accordance with such programs, until the repayment in full of the dollar
linked amount of the grants received. We have received grants in the past from the Office
of the Chief Scientist and have repaid them.

Even
after repayment in full of royalty obligations, the Research and Development Law and
prohibits the transfer of the funded know-how outside of Israel without the prior approval
of the Office of the Chief Scientist. Further, the Research and Development Law generally
requires that the manufacture of products incorporating or based upon funded know-how be
performed in Israel.

The
Research and Development Law contains reporting requirements with respect to certain
changes in the ownership of a grant recipient.  The Research and Development Law
requires the grant recipient and its controlling shareholders and interested parties to
notify the Office of the Chief Scientist of any change in control of the recipient or a
change in the holdings of the means of control of the recipient that results in a
non-Israeli becoming an interested party directly in the recipient and requires the new
interested party to undertake to the Office of the Chief Scientist to comply with the
provisions of the Research and Development Law.  For this purpose,
control is defined as the ability to direct the activities of a company other
than any ability arising solely from serving as an officer or director of the
company.  A person is presumed to have control if such person holds 50% or more of
the means of control of a company.  Means of control refers to voting
rights and the right to appoint directors or the chief executive officer.  An
interested party of a company includes a holder of 5% or more of its
outstanding share capital or voting rights, its chief executive officer and directors,
someone who has the right to appoint its chief executive officer or at least one director,
and a company with respect to which any of the foregoing interested parties owns 25% or
more of the outstanding share capital or voting rights or has the right to appoint 25% or
more of the directors.  Accordingly, any non-Israeli who acquires directly 5% or more
of our ordinary shares will be required to notify the Office of the Chief Scientist that
it has become an interested party and to sign an undertaking to comply with the Research
and Development Law.

31

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|C. | Organizational
Structure
|-- | ------------------------

Set
forth below is a list of our significant subsidiaries:

| |  | MIND
Software Limited, a wholly owned subsidiary, incorporated in the United
                  Kingdom;
| | - | -------------------------------------------------------------------------------------------------------

| |  | MIND
Software Inc. (formerly Sentori Inc.), a wholly owned subsidiary, incorporated in the
State of Delaware;
| | - | -------------------------------------------------------------------------------------------------------------

| |  | MIND
Software SRL., a wholly owned subsidiary, incorporated in Romania; and
| | - | ---------------------------------------------------------------------------

| |  | Dirot
Comp SRL., a wholly owned subsidiary, incorporated in Romania.
| | - | --------------------------------------------------------------------

|D. | Property,
Plant and Equipment
|-- | -----------------------------

Our
headquarters are located in Yoqneam, Israel, approximately 50 miles north of Tel Aviv. We
lease approximately 16,000 square feet at our Yoqneam headquarters. We also lease 10,593
square feet of office space in Silver Spring, Maryland, approximately 4,000 square feet in
Reading, U.K. and 21,500 square feet in Jassy, Romania. The office in Maryland is used
primarily for supporting our customers in the United States, while the office in Jassy is
used primarily for software development and for customer support. The office in Maryland
is the groups headquarters in the Americas.

|Item 4A. |  | Unresolved Staff Comments
|-------- |  | -------------------------

Not
applicable.

|Item 5. |  | Operating and Financial Review and Prospects
|------- |  | --------------------------------------------

The
following discussion and analysis is based on and should be read in conjunction with our
consolidated financial statements and the related notes thereto, which are incorporated
into this Annual Report by reference to our Report on Form 6-K furnished to the Securities
and Exchange Commission on March 9, 2009.

# Overview

We
were incorporated in Israel in 1995 and started providing our enterprise software products
in that year. In 1997, we introduced our billing and customer care software for Voice over
IP. We have enhanced our billing solutions since then to support multiple IP services,
wireless and wireline carriers and multiple play (voice, data and content) service
providers. In 2008, 83.5% of our revenues were derived from providing our billing and
customer care software and 16.5% were derived from providing our enterprise software. In
2008, license fees represented 32% of our revenues and services represented 68%. In 2006,
no customer accounted for 10% or more of our total revenues. In 2007, one customer
accounted for approximately 10% of total revenues. In 2008, no customer accounted for 10%
or more of our total revenues. We expect to continue to derive sizeable revenues from a
small number of changing customers.

In
August 2005, we acquired Sentori Inc., a leading provider of billing and customer care
solutions to tier 3 and tier 2 wireless carriers and mobile virtual network operators, or
MVNOs, mainly in the United States and the Caribbean. In October 2007, we acquired the
U.K.-based Omni Consulting Company Limited, which provides billing and customer care
software solutions in a service bureau mode, mainly to European carriers. We evaluate
acquisition opportunities based on our long-term policy of growing the scale of our
business and enhancing our offering through acquisitions that are expected to enhance
shareholder value.

32

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In
2006, we experienced significant growth in revenue over 2005 driven primarily by our
acquisition of Sentori in the third quarter of 2005, which strengthened our presence in
the United States and in the mobile market generally. In 2007, we experienced a decrease
in revenue driven primarily by changes to our business model, from short-term license
deals to larger and more complex, long-term managed services agreements. As anticipated,
this change resulted in revenue recognition of the majority of our licenses sold after
2006 over the length of three- to five-year periods, as opposed to revenue recognition at
delivery in past years. We consider this a normal and expected development for our
business as it grows and matures. In 2008, we experienced growth in revenue over 2007
driven by the acquisition of Omni Consulting Company Limited in the fourth quarter of
2007, which strengthened our presence in the United Kingdom.

In
2007, we recorded a $15.2 million impairment charge with respect to our holding of an
auction rate security in the principal amount of $20.3 million. In 2008, we recorded an
additional $4.2 million impairment charge with respect to this security. See below under
Item 5.B  Liquidity and Capital Resources and Item 11 
Quantitative and Qualitative Disclosures About Market Risk for more
information.

In
July 2003, we adopted a dividend policy, according to which we declare, subject to
specific board approval and applicable law, a dividend distribution once per year, in the
amount of our net income from the previous year. Additionally the board approved dividend
distributions in 2003, 2007, and 2008 that were subject to approvals from an Israeli Court
in accordance with Section 303 of the Israeli Companies Law due to the fact that we did
not have sufficient retained earnings. Since 2003 the Company distributed cash dividends
of approximately $1.05 per share to its shareholders: $0.14 per share in 2003, $0.13 per
share in 2004, $0.24 per share in 2005, $0.14 per share in 2006, $0.20 per share in 2007
and $0.20 per share in 2008. The board decision to approve the annual distribution is
based, among other factors, on our cash position at that time, potential acquisitions and
future cash needs. The board may decide to discontinue the dividend distribution in whole
or in part at any time.

In
September 2008, our Board of Directors authorized a plan for the repurchase of up to
2,100,000 of our ordinary shares in the open market, in an amount in cash of up to $2.8
million. As of December 31, 2008, we had repurchased 2,100,000 ordinary shares under the
program at a total purchase price of approximately $1.6 million, after getting an approval
by an Israeli court in accordance to the Israeli Companies Law. In February 2009, our
Board of Directors authorized additional repurchase transactions of our shares in the
total amount of $1.2 million pursuant to the 2008 repurchase plan. As of June 1, 2009, we
have purchased an aggregate amount of 2,383,337 ordinary shares under the 2008 and 2009
programs at a total purchase price of approximately $1.8 million.

Revenues.
We are paid license fees by our customers for the right to use our products,
          based on (1) traffic volume, which is measured by factors such as minutes per
          month, number of lines used, number of data sources and number of subscribers,
          and (2) the functionality of the system based on application modules that are
          added to the software. In relation to our professional services, other than
          maintenance services and managed services, we mainly quote a fixed price based
          on the type of service offered, estimated direct labor costs and the expenses
          that we will incur to provide these services. Fees for maintenance services are
          based on a fixed percentage of the license fee and are paid annually, quarterly
          or monthly. Fees for managed services are primarily based on the number of
          subscribers or customers business volume and are paid monthly.

33

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We
primarily use two business models when we sell our solutions, the license model and the
managed services model. In the license model, the customer pays a one-time implementation
fee, a one-time license fee for a perpetual license limited by the traffic metrics chosen
by the customer, and additional fees to expand the chosen traffic metrics limitation. In
addition, we are paid maintenance fees to renew periodically the maintenance agreement at
the customer discretion. In the managed services model, the customer pays a one-time
implementation fee, a monthly fee that includes a periodic license (right to use),
maintenance and services fees, calculated by the metrics chosen by the customer (mainly,
number of subscribers).

We
provide a revenue breakdown for our billing and customer care software and our enterprise
call management software. We believe that this information provides a better understanding
of our performance and allows investors to make a more informed judgment about our
business.

Cost
of Revenues. The cost of revenues consists primarily of direct labor costs and
overhead expenses related to software installation and maintenance. Cost of revenues also
includes, among other things, software license fees to third parties, primarily Oracle,
hardware, amortization of intangible assets, packaging and shipping costs. Our cost of
professional services revenues consists primarily of direct labor costs and travel
expenses. Our revenues from the sale of our licenses have a higher gross margin than that
from providing our professional services. We incur variable direct labor costs when we
provide professional services. There is no comparable variable direct labor cost incurred
when we license our software.

Research
and Development Expenses. Our research and development expenses consist primarily of
compensation, overhead and related costs for research and development personnel and
depreciation of testing and other equipment. Research and development costs related to
software products are expensed as incurred until the technological feasibility
of the product has been established. Because of the relatively short time period between
technological feasibility and product release, no software development costs
have been capitalized. We expect to continue to make substantial investments in research
and development.

Selling
and Marketing Expenses. Our selling and marketing expenses consist primarily of
compensation, overhead and related costs for sales and marketing personnel, the operation
of international sales offices, sales commissions, marketing programs, public relations,
promotional materials, travel expenses, trade shows and exhibition expenses.

General
and Administrative Expenses. Our general and administrative expenses consist
primarily of compensation, overhead and related costs for executives and administrative
personnel, professional fees, insurance, provisions for doubtful accounts and other
general corporate expenses.

Financial
Income (Expenses), Net. Our financial income (expenses), net consists of impairment of
auction rate securities and of other financial income (expenses), primarily interest
earned on bank deposits and long term investments, gains and losses from the conversion of
monetary balance sheet items denominated in non-dollar currencies into U.S. dollars, net
of financing costs, loss from withdrawal of long-term bank deposits and bank charges in
real terms as well as the devaluation of monetary assets and monetary liabilities.

Taxes
on Income. Israeli companies are generally subject to income tax at the corporate tax
rate of 27% for the 2008 tax year. Following an amendment to the Israeli Income Tax
Ordinance that came into effect on January 1, 2006, the corporate tax rate has decreased
to 26% for the 2009 tax year and is expected to decrease to 25% for the 2010 tax year and
thereafter. Israeli Companies are generally subject to capital gains tax at a rate of 25%
for capital gains, other than gains deriving from the sale of listed securities, derived
after January 1, 2003. Substantially all of our facilities, however, have been granted
approved enterprise status under the Law for the Encouragement of Capital
Investments, 1959. Income derived from the approved enterprise is tax exempt for a period
of ten years commencing in the first year in which we earn taxable income from the
approved enterprise, since we have elected the alternative benefits route
(involving a waiver of investment grants) and our approved enterprises are located in a
preferred geographic location. In the event of distribution of cash dividends from income
that was tax exempt, we would have to pay up to 25% tax in respect of the amount
distributed. In February 2007, we finalized tax assessments for the tax years 2003 to
2005, which resulted in additional tax expenses in 2006 of approximately $1.5 million.

34

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# A. Operating Results

The
following discussion of our results of operations for 2006, 2007 and 2008, including the
percentage data in the following table, is based upon our statements of operations
contained in our financial statements for those periods, and the related notes thereto,
which are incorporated into this Annual Report by reference to our Report on Form 6-K
furnished to the Securities and Exchange Commission on March 9, 2009:

|                                              | Years ended December 31,
|--------------------------------------------- | ------------------------
|
|
|
|
|Revenues                                      |                         
|Cost of revenues                              |                         
|                                              |                         
|Gross profit                                  |                         
|Research and development expenses             |                         
|Selling, general and administrative expenses: |                         
|Selling and marketing expenses                |                         
|General and administrative expenses           |                         
|Impairment of goodwill and intangible asset   |                         
|                                              |                         
|Operating income  (loss)                      |                         
|Financial income (expenses) - net             |                         
|                                              |                         
|Income (loss) before taxes on income          |                         
|Taxes on income                               |                         
|                                              |                         
|Net income (loss)                             |                         
|                                              |                         

35

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Comparison of 2006, 2007
and 2008

Revenues

|                      | Years ended December 31,($ in millions) |  | 
|--------------------- | --------------------------------------- |  | 
|
|
|
|License sales         |                                         |  | 
|Professional services |                                         |  | 
|                      |                                         |  | 
|Total revenues        |                                         |  | 
|                      |                                         |  | 

Revenues
in 2007 decreased in comparison to 2006 by 8.5%, partly due to the business model shift
towards more managed services deals, in which revenue is spread over a few years. Revenues
in 2008 increased in comparison to 2007 by 6.0%, driven by the acquisition of Omni, which
strengthened our presence in the United Kingdom. Revenues from our billing and customer
care product solutions for service providers decreased from $17.2 million in 2006 to $15.4
million in 2007 and increased to $16.3 million in 2008. Revenues from our enterprise
products increased from $2.9 million in 2006 to $3.1 million in 2007, and increased to
$3.2 million in 2008.

Revenues
from professional services as a percentage of total revenues increased from 58% in 2006 to
68% in 2007 as a result of continued growth in professional services, coupled with a
decrease in license sales. In 2008, revenues from professional services remained 68% of
total revenue.

The
following table presents the geographic distribution of our revenues:

|                        | Years ended December 31,
|----------------------- | ------------------------
|
|
|
|
|The Americas            |                         
|Asia Pacific and Africa |                         
|Europe                  |                         
|Israel                  |                         
|                        |                         
|Total                   |                         

Our
sales in the Americas as a percentage of total sales decreased from 48.1% in 2006 to 42.2%
in 2007 and further decreased to 40.5% in 2008. Our sales in Europe as a percentage of
revenue increased from 38.3% in 2006 to 43.2% in 2007, and to 50.6% in 2008. The increase
was primarily the result of the acquisition of Omni Consulting in the United Kingdom in
October of 2007.

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Cost
of Revenues

|                       | Years ended December 31,($ in millions) |  | 
|---------------------- | --------------------------------------- |  | 
|
|
|
|Total cost of revenues |                                         |  | 

The
increase in our cost of revenues in 2007 was primarily due to the increase in our revenues
from professional services (as explained above) and due to the continued increase in
employee payroll costs, driven by an increase in the cost of employment per employee as
well as an increase in the total number of employees engaged in support and maintenance.
Cost of revenues was unchanged in 2008.

Gross
profit as a percentage of revenues decreased from 71.7% in 2006 to 68.6% in 2007, due to
the increase in our revenues from professional services as a percentage of total revenues.
In 2008, gross profit increased to 70.3% of revenue.

Operating
Expenses

|                                   | Years ended December 31,($ in millions) |  | 
|---------------------------------- | --------------------------------------- |  | 
|
|
|
|Research and development           |                                         |  | 
|Selling and marketing              |                                         |  | 
|General and administrative         |                                         |  | 
|Impairment of goodwill and another |                                         | 
|intangible asset                   |                                         |  | 
|                                   |                                         |  | 
|Total operating expenses           |                                         |  | 

Research
and Development. We make substantial investment in research and development to
maintain our advanced technology and add functionality to our products. The decrease in
our research and development expenses in 2007 by 6.6% was primarily due to a decrease in
outsourcing cost. Research and development expenses increased in 2008 by 8.8% primarily
due to an increase in the cost attributable to payroll and related expenses of our
employees engaged in research and development resulting from an increase in the salary per
employee and an increase in the total number of employees engaged in research and
development. The increase was partially offset by deferred charges. Research and
development expenses as a percentage of revenues slightly increased from 30.5% in 2006 to
31.0% in 2007 and to 31.8% in 2008 due to a decrease in revenue in excess of the decrease
of research and development expenses in 2007 and an increase in research and development
expenses in 2008 in excess of the increase in revenue.

37

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Selling
and Marketing Expenses. Selling and marketing expenses slightly increased from $3.6
million in 2006 to $3.8 million in 2007 due to an increase of our global sales team, and
remained roughly the same in 2008. Selling and marketing expenses as a percentage of
revenues increased from 18.1% in 2006 to 20.8% in 2007 due to the decrease in revenue, and
decreased to 19.5% in 2008 due to the increase in revenue.

General
and Administrative Expenses. General and administrative expenses decreased from
$2.1 million in 2006 to $1.8 million in 2007 and increased to $2.3 million in 2008. The
increase between 2007 and 2008 was primarily due to the acquisition of Omni and to an
increase in professional services expenses, mainly legal.

Impairment
of Goodwill and another Intangible Asset. During 2008, following impairment
tests for the value of goodwill and other intangible assets, we recorded an impairment
charge of $3.7 million, out of which $2.3 million relate to Omnis acquisition and
$1.4 million relate to Sentoris acquisition.

Financial
Expenses. Financial expenses increased from $0.2 million in 2006 to $13.1
million in 2007 primarily due to the other-than-temporary impairment in the value of our
holding in auction rate securities investment in the amount of $15.2 million offset mainly
by financial income from interest. In 2008, financial expenses were $3.6 million due to an
impairment of auction rate securities in the amount of $4.2 million offset mainly by
financial income from interest that was lower than in 2007 due to lower global interest
rates. See Item 5.B Liquidity and Capital Resources and Item 11
Quantitative and Qualitative Disclosures About Market Risk for more
information.

Corporate Tax Rate

The
general corporate tax rate in Israel is 31% for the 2006 tax year, 29% for the 2007 tax
year and 27% for the 2008 tax year. Following an amendment to the Israeli Income Tax
Ordinance that came into effect on January 1, 2006, the corporate tax rate decreased to
26% for the 2009 tax year and is expected to decrease to 25% for the 2010 tax year and
thereafter. However, Israeli companies are generally subject to capital gains tax at a
rate of 25% for capital gains, other than gains deriving from the sale of listed
securities, derived after January 1, 2003. Our expected effective tax rate, however, was
3% in 2006 (before taking in consideration the one-time tax expenses in 2006 resulting
from the finalization of the tax assessment for tax years 2003 to 2005), 2% in 2007, and
2% in 2008. We experienced the lower expected effective tax rates in 2006, 2007 and 2008
primarily because of tax reductions to which we are entitled under Israels Law for
Encouragement of Capital Investments, 1959. We cannot assure you that such tax benefits
will be available for us in the future at their current levels or at all. In February 2007
we finalized tax assessments for the tax years 2003 to 2005 which resulted in an
additional tax expense in 2006 of approximately $1.5 million. We cannot assure you that
the low effective tax rates in 2006, 2007 and 2008 will be available for us in the future.
For more information about the taxes to which we are subject, see above under the caption
OverviewTaxes on Income and below under Item 10.E Taxation.

Critical Accounting
Policies

To
improve understanding of our financial statements, it is important to obtain some degree
of familiarity with our critical or principal accounting policies. These policies are
described in note 1 to the consolidated financial statements, which are incorporated into
this Annual Report by reference to our Report on Form 6-K furnished to the Securities and
Exchange Commission on March 9, 2009. We review our accounting policies annually to ensure
that the financial statements developed, in part, on the basis of these accounting
policies provide complete, accurate and transparent information concerning the financial
condition of our company. As part of this process, we reviewed the selection and
application of our critical accounting policies and financial disclosures as of December
31, 2008, and we believe that the consolidated financial statements present fairly, in all
material respects, the consolidated financial position of our company as of that date.

38

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In
preparing our financial statements in accordance with generally accepted accounting
policies in the United States of America, our management must often make estimates and
assumptions which may affect the reported amounts of assets, liabilities, revenues,
expenses and related disclosures as of the date of the financial statements and during the
reporting period. Some of those judgments can be subjective and complex, and consequently
actual results may differ from those estimates. For any given individual estimate or
assumption made by our management, there may be alternative estimates or assumptions which
are also reasonable. However, we believe that given the facts and circumstances before our
management at the time of making the relevant judgments, estimates or assumptions, it is
unlikely that applying any such other reasonable judgment would cause a material adverse
effect on the consolidated results of operations, financial position or liquidity for the
periods presented in the consolidated financial statements.

We
are also subject to risks and uncertainties that may cause actual results to differ from
estimates and assumptions, such as changes in the economic environment, competition,
customer claims, foreign exchange, taxation and governmental programs. Certain of these
risks, uncertainties and assumptions are discussed under the heading Forward-Looking
Statements and in Item 3.D Risk Factors.

We
consider our most significant accounting policies to be those discussed below:

Revenue
Recognition. We apply the provisions of Statement of Position 97-2 of the
American Institute of Certified Public Accounts (SOP 97-2), Software
Revenue Recognition and Statement of Position 81-1 (SOP 81-1)
Accounting for performance of construction type and certain production type
contracts, as follows:

| | i) | Sales
of licenses: Revenue from sale of products is recognized when delivery has
occurred, persuasive evidence of an arrangement exists, the sales price is
fixed or determinable and collection is probable. Customization of the product,
if any, is performed before delivery occurs. If collection is not considered
probable, revenue is recognized when the fee is collected.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | We
generally do not grant a right of return on products sold to customers, distributors and
resellers. In the event the right of return is granted, revenue is recognized after such
right has expired.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ii) | Services: The
services we provide consist of implementation, training, hardware installation,
maintenance, support, managed services and project management.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | All
services except managed services are priced on a fixed price basis and are recognized
ratably over the period in which the services are provided except services which are
recognized under the percentage-of-completion method as described below.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

39

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| | Products
are mainly supplied with maintenance for a period of one year from delivery. When revenue
on sale of the products is recognized, we defer a portion of the sales price and
recognize it as maintenance and support service revenue ratably over the above period.
The portion of the sales price that is deferred is determined based on the fair value of
the service as priced in transactions in which we render solely maintenance and support
services.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Where
the services are considered essential to the functionality of the software products, both
the software product revenue and the revenue related to the integration and
implementation services are recognized under the percentage-of-completion method in
accordance with SOP 81-1. We generally determine the percentage-of-completion by
comparing the labor performed to date to the estimated total labor required to complete
the project. When the estimate indicates that a loss will be incurred, such loss is
recorded in the period identified. Significant judgments and estimates are involved in
determining the percent complete of each contract. Different assumptions could yield
materially different results.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | iii) | Managed
Services: Revenues from managed services include a monthly fee           for services
and for right of use and are recorded as service revenues and           license revenues,
respectively. The monthly fee is based mainly on the number of           subscribers or
customers business volume and the agreements include a           minimum monthly
charge. These revenues are recognized on a monthly basis. Where           customization
services are sold together with a managed services contract, and           vendor
specific objective evidence of fair value for the managed services           portion
cannot be determined, the customization sales price is being deferred           and is
recognized over the entire contract term, commencing the deployment
          finalization. Accordingly, the expenses accrued during the implementation and
          customization period are deferred and presented in our balance sheet as
deferred           charges, net.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Provision
for Doubtful Accounts. The provision for doubtful accounts is for estimated
losses resulting from the inability of our customers to make required payments. We
regularly evaluate the adequacy of this provision by taking into account variables such as
past experience, age of the receivable balance, and current economic conditions that may
affect a customers ability to pay. The use of different estimates or assumptions
could produce different provision balances. If collection is not probable at the time the
transaction is consummated, we do not recognize revenue until cash collection. If the
financial condition of our customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional provision for doubtful accounts may be
required.

Long-term
Investment. We account for our investment in auction rate securities in accordance
with SFAS No. 115, Accounting for Certain Investments in Debt and Equity
Securities, and in accordance with SFAS No. 157, Fair Value
Measurements. SFAS 157 clarifies that fair value is an exit price, representing
the amount that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants. As such, fair value is a market-based
measurement that should be determined based on assumptions that market participants would
use in pricing an asset or a liability. As a basis for considering such assumptions, SFAS
157 establishes a three-tier value hierarchy, as set forth below, which prioritizes the
inputs used in the valuation methodologies in measuring fair value:

| |  | Level 1
 Valuations based on quoted prices in active markets for identical assets or
liabilities that the Company has the ability to access. Valuation adjustments and block
discounts are not applied to Level 1 instruments. Since valuations are based on quoted
prices that are readily and regularly available in an active market, valuation of these
products does not entail a significant degree of judgment.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | Level 2
 Valuations based on one or more quoted prices in markets that are not active or
for which all significant inputs are observable, either directly or indirectly.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Level 3
 Valuations based on unobservable inputs which are supported by little or no market
activity and significant to the overall fair value measurement.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------

As
of December 31, 2008, our investment in auction rate securities is reported at fair
value under Level 3 of fair value hierarchy provisions of SFAS No. 157. Due to the
lack of availability of observable market quotes on our investment in auction rate
securities, the fair value was estimated by Houlihan Smith & Company, an investment
advisor, based on a valuation model. The investment advisors model considered the
structure of the security, the quality of the collateral and the default risks, and the
liquidity determinants affecting the security.

Declines
in fair value that are considered other-than-temporary are charged to earnings and those
that are considered temporary are reported as a component of other comprehensive income in
stockholders equity. We have concluded that the decline in value of our auction rate
securities was other-than-temporary and recorded an impairment charge of $4.2 million
for the year ended December 31, 2008. The valuation of our investment is subject to
uncertainties that are difficult to predict. Factors that may impact valuation include
changes to credit ratings of the securities as well as the underlying assets supporting
those securities, rates of default of the underlying assets, underlying collateral values,
discount rates, counterparty risk and ongoing strength and quality of market credit and
liquidity. The estimated market value of our holding in auction rate securities at
December 31, 2008 was approximately $0.9 million and at June 1, 2009 was
approximately $55,000. This will likely require another impairment charge in the second
quarter of 2009.

The
credit and capital markets have continued to be uncertain in 2009. If uncertainties in
these markets continue, these markets deteriorate further or the securities we hold are
further downgraded, we may incur additional impairments to our investment portfolio.

Impairment
of Goodwill and Other Intangible Assets. We test our goodwill for impairment
using a fair value approach at the reporting unit level, on an annual basis, or more
frequently if events or circumstances occur that would more likely than not reduce the
fair value of a reporting unit below its carrying value.

The
goodwill impairment test is a two-step test. In the first step, we compare the fair value
of each reporting unit to its carrying value. If the fair value of the reporting unit
exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is
not impaired and we are not required to perform further testing. If the carrying value of
the net assets assigned to the reporting unit exceeds the fair value of the reporting
unit, we must perform the second step in order to determine the implied fair value of the
reporting units goodwill and compare it to the carrying value of the reporting
units goodwill. The activities in the second step include valuing the tangible and
intangible assets and liabilities of the impaired reporting unit based on their fair value
and determining the fair value of the impaired reporting units goodwill based upon
the residual of the summed identified tangible and intangible assets and liabilities.

In
performing our impairment tests related to goodwill, we determine the fair value of our
reporting units using the discounted cash flow approach. The discounted cash flow approach
uses a reporting units projections of estimated operating results and cash flows and
applies a weighted-average cost of capital that reflects current market conditions. The
evaluation of goodwill requires us to use significant judgments and estimates, including
but not limited to projected future revenues and expenses, changes in operating margins,
cash flows, and estimates of future capital expenditures. Our estimates may differ from
actual results due to, among other things, economic conditions, changes to our business
model, or changes in operating performance. Significant differences between these
estimates and actual results could result in future impairment charges and could
materially affect our future financial results.

41

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Taxes on Income.

Substantially
all of our production facilities in Israel have been granted Approved Enterprise status
under the Law for the Encouragement of Capital Investments, 1959. Income we have derived
from the Approved Enterprise is tax exempt. In the event of distribution of cash dividends
from tax-exempt income, we are required to pay up to 25% tax in respect of the amount
distributed. For more information about Approved Enterprises, see Item 10.E Taxation
 Law for the Encouragement of Capital Investments, 1959 and Note 9 to our
financial statements, which are incorporated into this Annual Report by reference to our
Report on Form 6-K furnished to the Securities and Exchange Commission on March 9, 2009.

In
previous years, we did not provide for deferred taxes because we intended to reinvest the
amounts of all such income and not to distribute dividends from such income. Commencing
2003, we changed our policy with regard to distribution of dividends out of earnings
derived from tax-exempt income.

Due
to the accumulated tax losses and since we do not have approved enterprise taxable income,
no additional tax liability will be incurred by us as a result of dividend distribution
from the balance of undistributed income.

Recently Issued
Accounting Pronouncements.

Recently
issued accounting pronouncements are described in note 1 paragraph to the consolidated
financial statements, which are incorporated into this Annual Report by reference to our
Report on Form 6-K furnished to the Securities and Exchange Commission on March 9, 2009.

Our Functional Currency

The
currency of the primary economic environment in which we operate is the U.S. dollar with
the exception of our U.K. subsidiary. In 2008, approximately 95% of our revenues were
derived from sales outside Israel, the majority of which were denominated in U.S. dollars.
In addition, most of our marketing costs are incurred outside Israel, primarily in U.S.
dollars. Transactions and balances originally denominated in U.S. dollars are presented at
their original amounts. Balances in non-dollar currencies are remeasured into U.S. dollars
using historical and current exchange rates for non-monetary and monetary balances,
respectively. For non-dollar transactions and other items reflected in our income
statements, the following exchange rates are used:

| | for
transactions, exchange rates at the transaction dates or average rates; and
|- | -------------------------------------------------------------------------------

| | for
other items (derived from non-monetary balance sheet items such as depreciation and
amortization or similar items), historical exchange rates.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------

42

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The
resulting currency transaction gains or losses are reported as financial income or
expenses as appropriate.

The functional currency of our U.K.
subsidiary is the Great British Pound. We consolidate this subsidiarys financial
results into our financial statements, based on translation into U.S. dollars in
accordance with Statement of Financial Accounting Standards (FAS) 52 of the
Financial Accounting Standards Board of the United States (FASB). Assets and
liabilities are translated at year-end exchange rates, while operating results items are
translated at periodically average exchange rates during the year. Differences resulting
from translation are presented in shareholders equity.

Impact of Foreign
Currency Fluctuations on Results of Operations

The
U.S. dollar cost of our operations is influenced by the extent to which any inflation in
Israel is offset, on a lagging basis, or is not offset by the devaluation of the NIS in
relation to the U.S. dollar. When the rate of inflation in Israel exceeds the rate of
devaluation of the NIS against the U.S. dollar, companies experience increases in the U.S.
dollar cost of their operations in Israel. Unless offset by a devaluation of the NIS
against the U.S. dollar, inflation in Israel or weakening of the U.S. dollar in global
markets will have a negative effect on our profitability as we receive payment in U.S.
dollars for most of our sales while we incur a portion of our expenses, principally
salaries and related personnel expenses, in NIS.

The
following table presents information about the rate of inflation in Israel, the rate of
devaluation of the NIS against the U.S. dollar, and the rate of inflation of Israel
adjusted for the devaluation:

|Years ended December 31, | Israeli Inflation
Rate | Israeli
Devaluation Rate | Israel Inflation
Adjusted for
Devaluation
|------------------------ | ---------------------- | ------------------------ | -----------------------------------------
|
|
|
|
|2004                     |                        |                          |                                          
|2005                     |                        |                          |                                          
|2006                     |                        |                          |                                          
|2007                     |                        |                          |                                          
|2008                     |                        |                          |                                          

We
cannot assure you that we will not be materially and adversely affected in the future if
inflation in Israel exceeds the devaluation of the NIS against the U.S. dollar or if the
timing of the devaluation lags behind inflation in Israel.

A
devaluation of the NIS in relation to the U.S. dollar has the effect of reducing the U.S.
dollar amount of any of our expenses or liabilities which are payable in NIS, unless these
expenses or payables are linked to the U.S. dollar. This devaluation also has the effect
of decreasing the U.S. dollar value of any asset, which consists of NIS or receivables
payable in NIS, unless the receivables are linked to the U.S. dollar. Conversely, any
increase in the value of the NIS in relation to the U.S. dollar has the effect of
increasing the U.S. dollar value of any unlinked NIS assets and the U.S. dollar amounts of
any unlinked NIS liabilities and expenses. Because exchange rates between the NIS and the
U.S. dollar fluctuate continuously, exchange rate fluctuations and especially larger
periodic devaluations will have an impact on our profitability and period-to-period
comparisons of our results. The effects of foreign currency re-measurements are reported
in our consolidated financial statements in current operations.

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|B. | Liquidity
and Capital Resources
|-- | -------------------------------

Since
our inception, we have financed our operations mainly through cash generated by
operations. We supplemented this source by two private rounds of equity financing, the
first in 1997 (with a follow-on in 1999) and the second in 2000 and our initial public
offering in 2000, which raised total net proceeds in the amount of $44.3 million.

As
of December 31, 2008, we had approximately $9.7 million in cash and cash equivalents and
$0.9 million in long-term investment, and our working capital was $9.7 million. In our
opinion, our working capital is sufficient for our requirements for the foreseeable
future.

Net
Cash Provided by/Used in Operating Activities. Net cash provided by operating
activities in 2006 was $0.6 million, attributable to our net income of $0.9 million and
non-cash related items, net, in the amount of $1.6 million, offset by a net increase in
operating assets and liabilities items in the amount of $1.9 million. Net cash provided by
operating activities in 2007 was $4.7 million, attributable to our net loss of $11.9
million and non-cash related items, net, in the amount of $16.5 million, and to a net
decrease in operating assets and liabilities items in the amount of $0.1 million. Net cash
provided by operating activities in 2008 was $4.1 million, attributable to our net loss of
$6.4 million and non-cash related items, net, in the amount of $9.5 million, and to a net
decrease in operating assets and liabilities items in the amount of $1.0 million.

Cash
Deposits. In March 2002, we deposited most of our cash in structured, callable time
deposits. Under the arrangements with the banks, whether or not the deposits bore interest
depended upon the prevailing U.S. dollar LIBOR rate. Interest was payable in respect of
days during which the rate was within a certain range and no interest was payable in
respect of days during which it exceeded the range. Until May 2005, we achieved relatively
high interest rates of over 7% per annum. Starting in May 2005, due to the increase of the
six-month LIBOR rate, the deposits did not bear interest, causing our financial income to
decrease substantially starting in the third quarter of 2005. In the second quarter of
2006, we withdrew two of our three structured deposits accounts in the amount of $20
million. The financial expenses arising from the early redemption of these two deposits
were $1.33 million. In the fourth quarter of 2006, the third and last structured deposit
in the amount of $10 million was released with no penalty.

In
December 2006, we purchased marketable debentures in the amount of $10 million with a
stated term of 54 months. The debentures were presented in our balance sheet as investment
and other non-current assets. In December 2007, we withdrew the debentures prior to their
maturity for a total consideration amount of $9.996 million.

We
hold an investment in the principal amount of $20.3 million in an auction rate security,
or the Security, which is secured by collateralized debt obligations. Consistent with our
investment guidelines, the Security held by us had AAA credit rating at the time of the
purchase. With the liquidity stress experienced in credit markets the Security held by us
has experienced multiple failed auctions and hence became illiquid. In addition, the
rating of the Security has been downgraded, and as of June 1, 2009 it is rated Ca by
Moodys, and CC by Standard & Poors. We are continuing to receive monthly
interest payments on this security based on the stated terms.

44

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The
estimated market value of the Security as of December 31, 2008, was $0.9 million, which
reflects a $19.4 million decline in value of the principal investment. We have concluded
that this decline in value is other-than-temporary and hence recorded a $15.2 million
impairment charge for the year ended December 31, 2007, and a $4.2 million impairment
charge for the year ended December 31, 2008. This impairment had, and the ongoing
illiquidity of the Security continues to have, a material adverse affect on our liquidity
and capital resources. Under current conditions of multiple failed auctions, the Security
is illiquid and as such is presented under long-term investments on our balance sheet. If
uncertainties in credit markets continue or if such markets deteriorate further, we may
incur additional impairments to our investment in the Security. Any future impairment may
have a material adverse affect on our liquidity and capital resources.

In
accordance with our existing cash management policy, all our funds  with the
exception of the auction rate securities  are currently invested in bank deposits,
certificate of deposits, and money market funds, with maturities of less than 12 months.

Net
Cash Provided by/Used in Investing Activities. During 2006, 2007 and 2008, our
principal investment activity was the purchase/sale of marketable debentures. In 2007 we
used $5.0 million for the acquisition of Omni Consulting.

Net
Cash Provided by/Used in Financing Activities. In 2006, our financing activities used
$2.9 million due to cash dividend of $3.0 million, offset by $0.1 million in proceeds from
the exercise of employee stock options. In 2007, our financing activities used $4.2
million due to a cash dividend of $4.3 million, offset by $0.1 million in proceeds from
the exercise of employee stock options. In 2008, our financing activities used $5.9
million due to a cash dividend of $4.3 million and the repurchase of shares in the amount
of $1.6 million.

Capital
Expenditures. During 2006, 2007, and 2008, the aggregate cash amount of our capital
expenditures was $0.4 million in each of those years. These expenditures were principally
for the purchase of property and other equipment. Although we have no material commitments
for capital expenditures, we anticipate an increase in capital expenditures if we decide
to construct a building for our office in Romania or if we purchase or merge with
companies or purchase assets in order to obtain complementary technology and to expand our
product offerings, customer base and geographical presence.

Cash
Dividends. Since 2003 the Company distributed aggregated cash dividends of
approximately $1.05 per share to its shareholders: $0.14 per share in 2003, $0.13 per
share in 2004, $0.24 per share in 2005, $0.14 per share in 2006, $0.20 per share in 2007,
and $0.20 per share in 2008. For information about our dividend policy, please see Item 8
Financial InformationDividend Policy.

Share
Repurchase. As of June 1, 2009, we have repurchased an aggregate amount of
2,383,337 ordinary shares under the 2008 share repurchase plan, at a total purchase price
of approximately $1.8 million. We have authority, as of June 1, 2009 to use additional
approximately $1.0 million for share repurchases under the 2008 plan.

|C. | Research
and Development, Patents and Licenses, etc.
|-- | ----------------------------------------------------

We
believe that significant investment in research and development is essential for
maintaining and expanding our technological expertise in the market for billing and
customer care software and to our strategy of being a leading provider of new and
innovative convergent billing products. We work closely with our partners, customers and
distribution channels, who provide significant feedback for product development and
innovation.

45

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We
have invested significant time and resources to create a structured process for
undertaking research and product development. We believe that the method that we use for
our product development and testing is well suited for identifying market needs,
addressing the activities required to release new products, and bringing development
projects to market successfully. Our product development activities also include the
release of new versions of our products. Although we expect to develop new products
internally, we may, based upon timing and cost considerations, acquire or license
technologies or products from third parties.

Our
research and development personnel include engineers and software developers with
experience in the development and design of billing and customer care software. As of
December 31, 2008, our research and development department consisted of 195 employees out
of a total of 322 employees.

|D. | Trend
Information
|-- | -----------------

Our
billing and customer care solutions target tier 2 and tier 3 service providers. The need
for comprehensive billing solutions is driven by the market trend that requires service
providers to introduce new services more rapidly, to be innovative in creating new product
offers and to optimize business processes for maximum efficiency. In this environment,
flexible and stable billing software is seen as business critical. If a system fails, or
service quality is degraded, it can be highly detrimental to both a carriers ability
to collect revenue and to its customer relations.

In
our experience, the active markets lately are in the U.S. the rural mobile carriers that
offer simple plans, mainly pay-as-you-go with either prepaid or pay-in-advance policies,
the service providers worldwide that move towards IP networks and offer multiple services,
and existing carriers that search for replacement of billing solutions as they diversify
their offering and seek a convergent platform.

Integrating
voice and data in enterprise switches (the IP private branch exchanges, or IP PBXs)
is a trend in which we are participating. Our goal is to develop marketing and sales
relationships with the vendors of IP PBXs such as Avaya, Cisco Systems and 3Com
under which our enterprise software will be sold together with these vendors
systems. This requires us to develop new sales channels with the distributors of IP
PBXs. This process is time consuming and requires the investment of some resources
to conclude the necessary agreements and to certify and train these new channel partners.

|E. | Off-balance
Sheet Arrangements
|-- | ------------------------------

We
do not have any off-balance sheet arrangements.

46

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|F. | Tabular
Disclosure of Contractual Obligations
|-- | ---------------------------------------------

|                                    | Payment due by period
|----------------------------------- | ---------------------
|
|
|
|
|Long-Term Debt Obligations          |                      
|Capital (Finance) Lease Obligations |                      
|Operating Lease Obligations         |                      
|Purchase Obligations                |                      
|Other Long-Term Liabilities         |                      
|Reflected on our Balance Sheet      |                      
|under U.S. GAAP                     |                      
|Total                               |                      

|Item 6. |  | Directors, Senior Management and Employees
|------- |  | ------------------------------------------

|A. | Directors
and Senior Management
|-- | -------------------------------

The
following table sets forth certain information regarding our directors and executive
officers as of the date of filing of this annual report:

|Name             | Age | Position                                                                    
|---------------- | --- | ----------------------------------------------------------------------------
|
|
|
|
|Monica Eisinger  | 51  | President, Chairperson of the Board of Directors and Chief Executive Officer
|Itay Barzilay    | 35  | Chief Financial Officer                                                     
|Doron Segal      | 44  | Vice President - Engineering and Chief Technology Officer                   
|Tal Shain        | 41  | Vice President - Professional Services                                      
|Danny Engle      | 40  | Vice President - Sales for North America                                    
|Amnon Neubach    | 65  | Director                                                                    
|Mihail Rotenberg | 56  | Director                                                                    
|Menahem Shalgi   | 59  | Director                                                                    
|Shmuel Arvatz    | 46  | Director                                                                    

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The
background of each of our directors and executive officers is as follows:

Monica
Eisinger. Ms. Eisinger founded our company and has been President, Chairperson and
Chief Executive Officer of our company since inception. Prior to founding MIND, Ms.
Eisinger served as an information systems consultant to Raphael, the Israeli Armaments
Industry and directed over 40 projects. Ms. Eisinger holds a B.Sc. degree in Computer
Science and a M.Sc. degree in Telecommunications (with expertise in Voice and Data
Integration over the Ethernet) from the Technion, Israel Institute of Technology.

Itay
Barzilay. Mr. Barzilay has served as our Chief Financial Officer since May 2008. From
2003 to 2008, he held several financial management positions at Avaya Inc. From 2000 to
2002, he served as an auditor and as a corporate finance consultant at the Israeli
affiliate of Ernst & Young. Mr. Barzilay is a certified public accountant in Israel
and holds a B.A. degree in Accounting and Economics from Tel Aviv University and an M.B.A.
degree from New York University, Stern School of Business.

Doron
Segal. Mr. Segal has served as our Chief Technology Officer since October 2004 and as
our Vice President of Engineering since July 2007. Prior thereto, he worked for eight
years at Comverse, at which he held a number of positions including Assistant Vice
President with responsibility for product requirement definition and product level design.
Mr. Segal holds an M.Sc. degree in Computer Science from Bar Ilan University and a B.Sc.
degree in Physics, Mathematics & Computer Science from the Hebrew University.

Danny
Engle. Mr. Engle is Vice President of North American Sales for MIND Software Inc.
(formerly Sentori Inc.). Mr. Engle joined Sentori in 2003 as Director of Sales, and later
became Sentoris Vice President of North American Sales. Prior to joining Sentori,
Mr. Engle was District Manager at Siebel Systems, a leading CRM solutions provider;
Director of Sales for SOTAS, a leading provider of network efficiency maximization tools
for communication service providers. Mr. Engle holds a B.S. degree in Business
Administration from the University of Texas.

Tal
Shain Mr. Shain joined our company in June 1999 and has served as our Vice President
of Professional Services since February 2006. Prior thereto, Mr. Shain served as our
R&D Manager in Romania and Chief Architect. Mr. Shain holds a B.Sc. degree in Computer
Engineering from the Technion, Israel Institute of Technology.

Amnon
Neubach. Mr. Neubach has served as an external director of our company since February
2001. From 2001 until 2003, Mr. Neubach served as Chairman of the Board of Pelephone
Communications Ltd. Mr. Neubach has served as an economic consultant to several companies
in the private sector since 1997. From 1995 to 1997, Mr. Neubach served as country advisor
to Goldman Sachs in Israel, and from 1990 to 1994 he served as the Minister of Economic
Affairs in the Israeli Embassy in Washington, D.C. Currently Mr. Neubach serves as a
director of Delta Ltd., Direct Insurance Ltd. and Aspen Ltd. Mr. Neubach also serves as
the Chairman of the Board of two privately held companies. Mr. Neubach holds a B.A. degree
in Economics and Business Administration and an M.A. degree in Economics, both from Bar
Ilan University.

Mihail Rotenberg. Mr. Rotenberg has served as a director of our company since May
2008. He is the founder of BreezeCOM Ltd., which merged to become Alvarion Ltd., a
wireless broadband pioneer and the leading provider of WiMAX. Mr. Rotenberg served as the
Chief Executive Officer of BreezeCOM from 1993 to 2000. From 2000 to 2005 Mr. Rotenberg
served as President and CEO of Accessnet SA, a wireless internet service provider in
Romania, which was sold in 2005 to Clearwire Inc. Mr. Rotenberg holds a Ph.D. degree from
Polytechnic University, Bucharest, Romania.

48

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Menahem
Shalgi. Mr. Shalgi has served as an external director of our company since April 2005.
Mr. Shalgi served at Amdocs as Vice President of Business Development and M&A from
1998 to 2003 and as Vice President and Executive Account Manager from 1993 to 1998. From
1991 to 1993, Mr. Shalgi served as the Chief Executive Officer of WIZTEC Ltd. Prior
thereto, Mr. Shalgi served at Amdocs since 1985, at which he held a number of positions.
Currently Mr. Shalgi serves as a director in Pilat Media PLC in the UK and he is the
chairman of Afterdox, an investment house in Israel. Mr. Shalgi holds a B.A. degree in
Economics and Statistics from Tel-Aviv University and a M.Sc. degree in Computer Sciences
from Weizmann Institute for Science.

Shmuel
Arvatz. Mr. Arvatz has served as an external director of our company since August
2008. Mr. Arvatz serves as the Chief Financial Officer of ClickSoftware Technologies Ltd.
Prior to his position at ClickSoftware, he served as the Chief Financial Officer at Shrem,
Fudim, Kelner Technologies Ltd., a leading investment house in Israel. He also served as
Executive Vice President and Chief Financial Officer of Tecnomatix Technologies Ltd.
(NASDAQ: TCNO), a leading provider of software e-manufacturing solutions. Between 1990 and
1999, Mr. Arvatz served as Vice President and Chief Financial Officer at ADC Israel Ltd.
(previously Teledata Communications Ltd.). He holds a B.A. degree in accounting and
economics from Bar-Ilan University and is a certified public accountant in Israel.

|B. | Compensation
of Directors and Executive Officers
|-- | ------------------------------------------------

The
aggregate direct remuneration paid to all persons who served in the capacity of director
or executive officer during 2008 was approximately $1.3 million, including approximately
$100,000 that was set aside for pension and retirement benefits. This does not include
amounts expensed by us for automobiles made available to our officers or expenses,
including business, travel, professional and business association dues and expenses,
reimbursed to officers, and do not include equity based compensation expenses.

During
2008, options to purchase 160,000 ordinary shares were granted to our executive officers
under our option plans.

Our
shareholders in a meeting held on April 7, 2005, resolved to grant each of our five
directors (at that time) options to purchase 18,000 ordinary shares. The exercise price of
the options is $3.82, which was equal to the per share closing price of our ordinary
shares on the Nasdaq Global Market on the trading date immediately preceding the
shareholders meeting approving the grant. The options vested in three equal annual
installments on February 1, 2006, 2007 and 2008 and will expire on February 8, 2012. The
shareholders also approved to pay each non-executive director an annual fee of $8,000 and
a participation fee of $400 per meeting, which is the same amount of fees that was paid to
our external directors until mid 2008. Pursuant to an amendment to the regulations under
the Israeli Companies Law governing the compensation of external directors, on May 14,
2008, our Board of Directors resolved that, commencing on July 1, 2008, each of our
external directors will be entitled to receive an annual fee of NIS 42,600 (approximately
$12,500) and a participation fee of NIS 2,200 (approximately $650) per meeting, which is
equal to the median rate for companies of our size set forth in the regulations. On June
16, 2008, our Board of Directors resolved that the remuneration of those external
directors who will be classified by the Board as expert external director will be 20% more
than the remuneration of the ordinary external directors. On August 19, 2008, our Board of
Directors resolved to classify Amnon Neubach and Shmuel Arvatz, who qualify as our
accounting and financial experts, as expert external directors.

49

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|C. | Board
Practices
|-- | ---------------

# Board of Directors

Our
board is divided into three classes of directors, denominated Class I, Class II and Class
III. The term of Class III will expire in 2009, Class I in 2010 and class II in 2011.
Monica Eisinger is a member of Class I, Mihail Rotenberg is a member of Class II, and
currently there is no director who is a member of Class III. At each annual general
meeting of shareholders, directors will be elected by a simple majority of the votes cast
for a three-year term to succeed the directors whose terms then expire. There is no legal
limit on the number of terms that may be served by directors who are not external
directors. Our external directors are not members of any class.

The
initial term of an external director is three years and may be extended for one additional
term of three years. Thereafter, an external director may be reelected by our shareholders
for additional periods of up to three years each in certain circumstances described below.
Mr. Neubach was re-elected to a third term as an external director on August 28, 2007. Mr.
Menahem Shalgi was re-elected to a second term as an external director on August 18, 2008.
Under the Companies Law, our board of directors must determine the minimum number of
directors having financial and accounting experience, as defined in the regulations, which
our board of directors should have. In determining the number of directors required to
have such expertise, the board of directors must consider, among other things, the type
and size of the company and the scope and complexity of its operations. Our board of
directors has determined that we require one director with the requisite financial and
accounting expertise and that Mr. Amnon Neubach and Shmuel Arvatz have such expertise.

# External Directors

Under
the Companies Law, companies incorporated under the laws of Israel whose shares are listed
for trading on a stock exchange or have been offered to the public in or outside of Israel
are required to appoint two external directors. External directors are required to possess
professional qualifications as set out in regulations promulgated under the Companies Law.
The Companies Law provides that a person may not be appointed as an external director if
the person or the persons relative, partner, employer or any entity under the
persons control has, as of the date of the persons appointment to serve as an
external director, or had, during the two years preceding that date, any affiliation with:

| |  | the
company;
| | - | ------------

| |  | any
entity controlling the company; or
| | - | --------------------------------------

| |  | any
entity controlled by the company or by its controlling entity.
| | - | ------------------------------------------------------------------

The term affiliation includes:

| |  | an
employment relationship;
| | - | ---------------------------

| |  | a
business or professional relationship maintained on a regular basis;
| | - | ----------------------------------------------------------------------

| |  | control;
and
| | - | ------------

| |  | service
as an office holder.
| | - | ----------------------------

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The
Companies Law defines the term office holder of a company to include a
director, the chief executive officer, the chief business manager, a vice president and
any officer that reports directly to the chief executive officer.

No
person can serve as an external director if the persons position or other business
creates, or may create, conflict of interests with the persons responsibilities as
an external director or may otherwise interfere with the persons ability to serve as
an external director.

Until
the lapse of two years from termination of office, a company may not engage an external
director to serve as an office holder and cannot employ or receive services from that
person, either directly or indirectly, including through a corporation controlled by that
person.

As
mentioned above, the initial term of an external director is three years and may be
extended for one additional term of three years. Thereafter, an external director may be
reelected by our shareholders for additional periods of up to three years each only if our
audit committee and our board of directors confirm that, in light of the external
directors expertise and special contribution to the work of the board of directors
and its committees, the reelection for such additional period is beneficial to the
Company.

External
directors are to be elected by a majority vote at a shareholders meeting, provided
that either:

| |  | at
least one third of the shares of non-controlling shareholders voted at the meeting vote
in favor of the          election; or
| | - | --------------------------------------------------------------------------------------------------------------------------------

| |  | the
total number of shares of non-controlling shareholders voted against the election of the
external director does not exceed one percent of the aggregate voting rights in the
company.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | External
directors may be removed from office only by the same percentage of shareholders as is
required for their election, or by a court, and then only if the external directors cease
to meet the statutory qualifications for their appointment or if they violate their duty
of loyalty to the company. Each committee of a companys board of directors that
exercises a power of the board of directors is required to include at least one external
director, except for the audit committee, which is required to include all the external
directors.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Audit Committee

Under
the Companies Law, our board of directors is required to appoint an audit committee,
comprised of at least three directors including all of the external directors, but
excluding:

| |  | the
chairman of the board of directors; and
| | - | -------------------------------------------

| |  | a
controlling shareholder or a relative of a controlling shareholder and any director
employed by the company or who provides services to the company on a regular basis.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

51

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Under
the Companies Law, the role of the audit committee is to examine flaws in the management
of the companys business, in consultation with the internal auditor and the
companys independent accountants, suggest remedial measures, and to approve
specified related party transactions. Our audit committee consists of all our external
directors and Mr. Mihail Rotenberg.

The
approval of the audit committee is required to effect specified actions and transactions
with office holders, controlling shareholders and entities in which they have a personal
interest. An audit committee may not approve an action or a transaction with related
parties or with its office holders unless at the time of approval at least two external
directors are serving as members of the audit committee and at least one of who was
present at the meeting in which any approval was granted.

Under
the Nasdaq rules, our audit committee assists the board in fulfilling its
responsibility for oversight of the quality and integrity of our accounting, auditing and
financial reporting practices and financial statements and the independence qualifications
and performance of our independent auditors. Our audit committee also has the
authority and responsibility to oversee our independent auditors, to recommend for
shareholder approval the appointment and, where appropriate, replacement of our
independent auditors and to pre-approve audit engagement fees and all permitted non-audit
services and fees. We have adopted an audit committee charter, which
sets forth the qualifications, powers and responsibilities of our audit
committee.

Our
audit committee also serves as (i) our compensation committee, authorized
to determine the compensation of our executive officers, (ii) our
nominations committee, authorized to recommend all director nominees for
the selection of the board of directors, provided that no such recommendation is
required in cases, if any, where the right to nominate a director legally belongs to a
third party, and (iii) our qualified legal compliance committee, responsible for
investigating reports, made by attorneys appearing and practicing before the SEC in
representing us, of perceived material violations of U.S. federal or state securities
laws, breaches of fiduciary duty or similar violations by us or any of our agents.

All
the members of our audit committee are independent directors under the Nasdaq
rules and meet the additional qualifications for membership on an audit committee.

# Internal Auditor

Under
the Companies Law, the board of directors must appoint an internal auditor proposed by the
audit committee. The role of the internal auditor is to examine, inter alia, whether the
companys actions comply with the law and orderly business procedure. The internal
auditor may not be an interested party, an office holder, or a relative of any of the
foregoing, nor may the internal auditor be the companys independent accountant or
its representative. The Companies Law defines the term interested party to
include a person who holds 5% or more of the companys outstanding share capital or
voting rights, a person who has the right to appoint one or more directors or the general
manager, or any person who serves as a director or as the general manager. Doron Cohen
C.P.A., from the accounting firm of Fahn  Kanne & Co. Grant Thornton Israel,
serves as our internal auditor.

52

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# Fiduciary Duties of
Office Holders

The
Companies Law imposes a duty of care and a duty of loyalty on all office holders of a
company. The duty of care requires an office holder to act with the level of care with
which a reasonable office holder in the same position would have acted under the same
circumstances. The duty of care includes a duty to use reasonable means to obtain:

| |  | information
on the advisability of a given action brought for his approval or performed by him by
virtue of his          position; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------

| |  | all
other important information pertaining to these actions.
| | - | ------------------------------------------------------------

The
duty of loyalty of an office holder includes a duty to:

| |  | refrain
from any conflict of interest between the performance of his duties in the company and
the performance of          his other duties or his personal affairs;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | refrain
from any activity that is competitive with the company;
| | - | ---------------------------------------------------------------

| |  | refrain
from exploiting any business opportunity of the company to receive a personal gain for
himself or others;          and
| | - | ------------------------------------------------------------------------------------------------------------------------------

| |  | disclose
to the company any information or documents relating to a companys affairs which
the office holder has received due to his position as an office holder.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Disclosure of Personal
Interest of an Office Holder

The
Companies Law requires that an office holder of a company disclose to the company any
personal interest that he may have and all related material information known to him, in
connection with any existing or proposed transaction by the company. The disclosure is
required to be made promptly and in any event no later than the board of directors meeting
in which the transaction is first discussed. If the transaction is an extraordinary
transaction, the office holder must also disclose any personal interest held by:

| |  | the
office holder's spouse, siblings, parents, grandparents, descendants, spouse's
descendants and the spouses of          any of these people; or
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------

| |  | any
corporation in which the office holder is a 5% or greater shareholder, director or
general manager or in which he has the right to appoint at least one director or the
general manager.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Under Israeli law, an extraordinary
transaction is a transaction:

| |  | other
than in the ordinary course of business;
| | - | ----------------------------------------------

| |  | otherwise
than on market terms; or
| | - | ----------------------------------

| |  | that
is likely to have a material impact on the company's profitability, assets or liabilities.
| | - | -----------------------------------------------------------------------------------------------

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# Approval of Related
Party Transactions

Once
an office holder complies with the above disclosure requirement, the board of directors
may approve a transaction between the company and an office holder, or a third party in
which an office holder has a personal interest. A transaction that is adverse to the
companys interest may not be approved.

If
the transaction is an extraordinary transaction, approval of both the audit committee and
the board of directors is required. Under specific circumstances, shareholder approval may
also be required. A director who has a personal interest in a transaction that is
considered at a meeting of the board of directors or the audit committee generally may not
be present at this meeting or vote on the matter, unless a majority of the members of the
board of directors or the audit committee, as the case may be, has a personal interest in
the matter. If a majority of members of the board of directors have a personal interest
therein, shareholder approval is also required.

# Disclosure of Personal
Interests of a Controlling Shareholder

Under
the Companies Law, the disclosure requirements, which apply to an office holder, also
apply to a controlling shareholder of a public company. A controlling shareholder is a
shareholder who has the ability to direct the activities of a company, including a
shareholder that owns 25% or more of the voting rights if no other shareholder owns more
than 50% of the voting rights, but excluding a shareholder whose power derives solely from
his or her position on the board of directors or any other position with the company.
Extraordinary transactions with a controlling shareholder or in which a controlling
shareholder has a personal interest, and the engagement of a controlling shareholder as an
office holder or employee, require the approval of the audit committee, the board of
directors and the shareholders of the company, in that order. The shareholder approval
must be by a majority of the shares voted on the matter, provided that either:

| |  | at
least one-third of the shares of shareholders who have no personal interest in the
transaction and who vote on          the matter vote in favor thereof; or
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
shareholders who have no personal interest in the transaction who vote against the
transaction do not represent more than one percent of the voting rights in the company.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Shareholders
generally have the right to examine any document in the companys possession
pertaining to any matter that requires shareholder approval. If this information is made
public in Israel or elsewhere, we will file the information with the Securities and
Exchange Commission in the United States.

For
information concerning the direct and indirect personal interests of an office holder and
principal shareholders in specified transactions with us, see Item 7.B Related Party
Transactions.

# Remuneration of Members
of the Board of Directors

Under
the Companies Law, no director may be paid any remuneration by the company for his
services as director except as may be approved by our audit committee, board of directors
and shareholders. Our external directors are entitled to consideration and reimbursement
of expenses only as provided in regulations promulgated under the Companies Law and are
otherwise prohibited from receiving any other consideration, directly or indirectly, in
connection with their service as external directors. The compensation paid to our
directors is described above in Item 6.B. Our directors are not entitled to benefits upon
termination of service.

54

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Executive Officers

Our
executive officers are appointed by our board of directors and serve at the discretion of
our board of directors. We maintain written employment agreements with our executive
officers. Each agreement terminates upon 30 days written notice and provides for
standard terms and conditions of employment. All of our executive officers have agreed not
to compete with us for 12 months (or 24 months in the case of Monica Eisinger) following
the termination of their employment with us. Monica Eisinger is entitled to severance pay
upon termination of her employment by either her or us (other than by us for cause) and to
receive, during each month of the six-month period following termination of her employment
by us, or by her for cause, an amount of salary and benefits equal to her former monthly
salary and other benefits. Under recent Israeli case law, the non-competition undertakings
of employees may not be enforceable.

|D. | Employees
|-- | ---------

The
numbers and breakdowns of our employees as of the end of the past three years are set
forth in the following table:

|                                                         | As of December 31,
|-------------------------------------------------------- | ------------------
|
|
|
|
|Approximate numbers of employees by geographic location  |                   
|Israel                                                   |                   
|Romania                                                  |                   
|United States                                            |                   
|United Kingdom                                           |                   
|                                                         |                   
|Total workforce                                          |                   
|                                                         |                   
|Approximate numbers of employees by category of activity |                   
|General and administration                               |                   
|Research and development                                 |                   
|Professional services and customer support               |                   
|Sales and marketing                                      |                   
|                                                         |                   
|Total workforce                                          |                   
|                                                         |                   

We
are subject to Israeli labor laws and regulations with respect to our Israeli employees.
These laws principally concern matters such as paid annual vacation, paid sick days,
length of the work day and work week, minimum wages, pay for overtime, insurance for
work-related accidents and severance payments upon the retirement or death of an employee
or termination of employment under specified circumstances. The severance payments may be
funded, in whole or in part, through Managers Insurance or a Pension Fund, as
described below. The payments to the Managers Insurance fund or Pension Fund toward
severance amount to 8.3% of wages. Furthermore, Israeli employees and employers are
required to pay predetermined sums to the National Insurance Institute, which is similar
to the U.S. Social Security Administration. Since January 1, 1995, these amounts also
include payments for health insurance. The payments to the National Insurance Institute
amount to approximately 17.4% of wages, of which the employee contributes approximately
two-thirds and the employer contributes approximately one-third. Our general practice in
Israel is to contribute funds on behalf of all of our employees to Managers
Insurance or a Pension Fund. Each employee who agrees to participate in the Managers
Insurance plan contributes 5.0% of his or her base salary and we contribute 13.3% or
13.8%. Each employee who agrees to participate in the Pension Fund contributes 5.0% or
6.5% of his or her base salary and we contribute 13.3% or 14.8%. Another savings plan we
offer some of our employees, although not legally required, is known as the Advanced
Studies Fund. Each employee who agrees to participate in the Advanced Studies fund
contributes up to 2.5% of base salary and we contribute up to 7.5%.

55

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Furthermore,
by order of the Israeli Ministry of Labor and Welfare, all employers and employees are
subject to provisions of collective bargaining agreements between the Histadrut,
Federation of Labor, and the Coordination Bureau of Economic Organizations in Israel.
These provisions principally concern cost of living increases, recreation pay, commuting
expenses and other conditions of employment. We provide our employees with benefits and
working conditions above the required minimums. Our employees are not represented by a
labor union. To date, we have not experienced any work stoppages and our relationships
with our employees are good.

|E. | Share
Ownership
|-- | ---------------

As
of June 1, 2009, Monica Eisinger beneficially owned 4,200,888, or 21.9%, of our ordinary
shares. This includes vested options to acquire 18,000 ordinary shares at an exercise
price of $3.82, which expire on February 8, 2012. None of our other directors or members
of senior management beneficially owns 1% or more of our ordinary shares.

We
have established stock option plans to provide for the issuance of options to our
directors, officers and employees. Under the plans, options to purchase our ordinary
shares may be issued from time to time to our directors, officers and employees at
exercise prices and on other terms and conditions as determined by our board of directors.
Our board of directors determines the exercise price and the vesting period of options
granted.

The
option plans permit the issuance of options to acquire up to 4,306,000 ordinary shares. As
of June 1, 2009, options to purchase 939,900 ordinary shares were outstanding and options
for 979,790 ordinary shares had been exercised. The options vest over three to five years,
primarily commencing on the date of grant. Generally, options not previously exercised
will expire approximately five to seven years after they are granted. Our board of
directors elected the capital gains treatment afforded under Section 102 of the Israeli
Income Tax Ordinance [New Version], 1961, or the Tax Ordinance, in respect of options
awarded under our Israeli option plan after January 1, 2003. Accordingly, gains derived
from options awarded after January 1, 2003, and held by a trustee for at least two years
from the end of the tax year in which they were awarded (or in some cases for 30 months
from the date of grant), will generally be taxed as capital gains at a rate of 25%, and we
will generally not be entitled to recognize an expense for the award of such options. For
grants of options made on or after January 1, 2006, the aforesaid minimum holding period
by the trustee is two years from the date of grant of the options. On April 13, 2004, our
annual general meeting resolved to extend our share option plans until December 31, 2010.

56

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|Item 7. |  | Major Shareholders and Related Party Transactions
|------- |  | -------------------------------------------------

|A. | Major
Shareholders
|-- | ------------------

The
following table sets forth certain information regarding the beneficial ownership of our
ordinary shares as of June 1, 2009, unless otherwise specified, by each person who is
known to own beneficially more than 5% of the outstanding ordinary shares.

|Name of
Beneficial Owners | Total Shares Beneficially
Owned | Percentage of
Ordinary Shares (1)
|------------------------- | ------------------------------- | ---------------------------------
|
|
|
|
|Monica Eisinger           |                                 |                                  
|Lloyd I. Miller, III      |                                 |                                  

|
|

|(1) | Based
on 19,210,673 ordinary shares outstanding on June 1, 2009.
|--- | ----------------------------------------------------------------

|(2) | Includes
18,000 ordinary shares issuable upon the exercise of vested options
|--- | ----------------------------------------------------------------------------

|(3) | Based
on a Schedule 13G/A filed with the SEC on February 12, 2009, Mr. Miller           has
sole voting and dispositive power with respect to 281,329 ordinary shares as           a
manager of a limited liability company that is the general partner of a           certain
limited partnership and has shared voting and dispositive power with           respect to
1,465,131 ordinary shares as an investment advisor to the trustee of           certain
family trusts.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As
of June 1, 2009, there were nine holders of record of our ordinary shares in the United
States who collectively held less than 1% of our outstanding ordinary shares. In addition
to this amount, there were also 11,494,223 shares held by the Depositary Trust Company in
the United States. The number of record holders in the United States is not representative
of the number of beneficial holders nor is it representative of where such beneficial
holders are resident since many of these ordinary shares were held of record by brokers or
other nominees.

|B. | Related
Party Transactions
|-- | --------------------------

None.

|C. | Interests
of Experts and Counsel
|-- | --------------------------------

Not
applicable.

|Item 8. |  | Financial Information
|------- |  | ---------------------

# Financial Statements

See
Item 18.

# Legal Proceedings

On
February 20, 2008, we filed a Statement of Claim with the Financial Industry Regulatory
Authority and commenced arbitration against Credit Suisse Securities (LLC) and certain
employees thereof that invested funds on our behalf. The claim alleges, among other
things, that the bank was supposed to invest the funds in highly liquid, highly
safe, 28-day auction-rate securities, but  without our authorization  invested
the funds in collateralized debt obligations (CDOs). In particular, the claim alleges that
the bank invested the funds in a security called Mantoloking CDO without
telling us that this was a CDO investment until after the purchase had already occurred.
The claim also describes how, after the fact, the bank advised that the security, which
has a stated maturity date in the year 2046, had been rolled due to failed
auction.

Our
Amended Statement of Claim, which was filed on February 9, 2009, includes causes of action
for fraud, violation of various NASD rules (including the NASDs suitability rule),
violation of Section 10(b) of the U.S. Securities Exchange Act and SEC Rule 10b-5 (fraud
and unsuitability), failure to supervise, conversion, misappropriation and breach of
contract. The claim seeks, among other things, damages and other relief from all of the
respondents, including return of all the funds plus compensatory and punitive damages. We
intend to pursue the arbitration vigorously. The arbitration hearing that was originally
scheduled for June 2009 was postponed until November  December 2009, but no
predictions of the timing of a resolution or possible outcomes can be made at
this time.

57

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# Dividend Policy

According
to our dividend policy adopted in 2003, we plan to distribute a cash dividend once in each
calendar year in an amount equal to our net profits for the preceding calendar year, if
any. The new policy commenced in 2004 with respect to our net profits for 2003. Each
dividend under the policy is subject to board approval and the requirements of applicable
law. Our board of directors plans to declare the annual dividend when it approves the
applicable year-end financial statements. There is no guarantee that we will have net
profits in any given year, even if we have operating profit in that year.

|Item 9. |  | The Offer and Listing
|------- |  | ---------------------

|A. | Offer
and Listing Details
|-- | -------------------------

Our
ordinary shares have been quoted on the Nasdaq Global Market under the symbol MNDO since
August 8, 2000 and on the Tel Aviv Stock Exchange under the symbol MIND since July 11,
2002.

The
following table sets forth, for the periods indicated, the high and low closing prices of
our ordinary shares as reported on the Nasdaq Global Market.The table contains
actual prices in U.S. dollars, without adjustment for dividends paid on our ordinary
shares.

|Period              | High | Low
|------------------- | ---- | ---
|
|
|
|
|Last six months:    |      |    
|May 2009            |      |    
|April 2009          |      |    
|March 2009          |      |    
|February 2009       |      |    
|January 2009        |      |    
|December 2008       |      |    
|                    |      |    
|Last nine quarters: |      |    
|Q1 2009             |      |    
|Q4 2008             |      |    
|Q3 2008             |      |    
|Q2 2008             |      |    
|Q1 2008             |      |    
|Q4 2007             |      |    
|Q3 2007             |      |    
|Q2 2007             |      |    
|Q1 2007             |      |    
|                    |      |    
|Last five years:    |      |    
|2008                |      |    
|2007                |      |    
|2006                |      |    
|2005                |      |    
|2004                |      |    

58

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The
following table sets forth, for the periods indicated, the high and low closing prices of
our ordinary shares as reported on the Tel Aviv Stock Exchange. The table contains actual
prices in NIS, without adjustment for dividends paid on our ordinary shares.

|Period              | High | Low
|------------------- | ---- | ---
|
|
|
|
|Last six months:    |      |    
|May 2009            |      |    
|April 2009          |      |    
|March 2009          |      |    
|February 2009       |      |    
|January 2009        |      |    
|December 2008       |      |    
|                    |      |    
|Last nine quarters: |      |    
|Q1 2009             |      |    
|Q4 2008             |      |    
|Q3 2008             |      |    
|Q2 2008             |      |    
|Q1 2008             |      |    
|Q4 2007             |      |    
|Q3 2007             |      |    
|Q2 2007             |      |    
|Q1 2007             |      |    
|                    |      |    
|Last five years:    |      |    
|2008                |      |    
|2007                |      |    
|2006                |      |    
|2005                |      |    
|2004                |      |    

|B. | Plan
of Distribution
|-- | --------------------

Not
applicable.

|C. | Markets
|-- | -------

Our
ordinary shares are quoted on the Nasdaq Global Market under the symbol MNDO, and on the
Tel-Aviv Stock Exchange under the symbol MIND.

|D. | Selling
Shareholders
|-- | --------------------

Not
applicable.

59

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|E. | Dilution
|-- | --------

Not
applicable.

|F. | Expenses
of the Issue
|-- | ---------------------

Not
applicable.

|Item 10. |  | Additional Information
|-------- |  | ----------------------

|A. | Share
Capital
|-- | -------------

Not
applicable.

|B. | Memorandum
and Articles of Associations
|-- | ---------------------------------------

# Objects and Purposes

We
were first registered under Israeli law on April 6, 1995 as a private company, and on
August 8, 2000 became a public company. Our registration number with the Israeli registrar
of companies is 51-213448-7. The full details of our objects and purposes can be found in
Section 2 of our Memorandum of Association filed with the Israeli registrar of companies.
Among the objects and purposes stipulated are the following: to engage in any kind
of commercial and/or productive business and to engage in any action or endeavor which the
companys managers consider to be beneficial to the company.

# Transfer of Shares and
Notices

Fully
paid ordinary shares are issued in registered form and may be freely transferred pursuant
to our articles of association unless such transfer is restricted or prohibited by another
instrument. Unless otherwise prescribed by law, we will provide at least 21 calendar
days prior notice of any general shareholders meeting.

# Election of Directors

The
ordinary shares do not have cumulative voting rights in the election of directors. Thus,
the holders of ordinary shares conferring more than 50% of the voting power have the power
to elect all the directors, to the exclusion of the remaining shareholders. Our board is
divided into three classes of directors serving staggered three-year terms, in addition to
our external directors, who are not members of any class.

According
to the Israeli Companies Law, the term of a director commences upon his election, unless
the companys articles of association permit a later effective date. In order to
allow our shareholders to elect a director for a term that commences on a later effective
date, our shareholders amended our articles of association on April 7, 2005.

# Dividend and Liquidation
Rights

Dividends
on our ordinary shares may be paid only out of profits and other surplus, as defined in
the Companies Law, as of our most recent financial statements or as accrued over a period
of two years, whichever is higher, unless otherwise approved by a court order. Our board
of directors is authorized to declare dividends, provided that there is no reasonable
concern that the dividend will prevent us from satisfying our existing and foreseeable
obligations as they become due. In the event of our liquidation, after satisfaction of
liabilities to creditors, our assets will be distributed to the holders of ordinary shares
in proportion to their respective holdings. Dividend or liquidation right may be affected
by the grant of preferential dividends or distribution rights to the holders of a class of
shares with preferential rights that may be authorized in the future.

60

---

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# Voting,
Shareholders Meetings and Resolutions

Holders
of ordinary shares have one vote for each ordinary share held on all matters submitted to
a vote of shareholders.

These
voting rights may be affected by the grant of any special voting rights to the holders of
a class of shares with preferential rights that may be authorized in the future.

We
have two types of general shareholders meetings: the annual general meetings and
extraordinary general meetings. These meetings may be held either in Israel or in any
other place the board of directors determines. An annual general meeting must be held in
each calendar year, but not more than 15 months after the last annual general meeting. Our
board of directors may convene an extraordinary meeting, from time to time, at its
discretion and is required to do so upon the request of shareholders holding at least 5%
of our ordinary shares.

The
quorum required for an ordinary meeting of shareholders consists of at least two
shareholders present in person or by proxy who hold or represent between them at least 25%
of the outstanding voting shares, unless otherwise required by applicable rules. Nasdaq
generally requires a quorum of 33-1/3%, but we have an exemption from that requirement and
instead follow the generally accepted business practice for companies in Israel. A meeting
adjourned for lack of a quorum generally is adjourned to the same day in the following
week at the same time and place or any time and place as the Chairman may designate with
the consent of the shareholders voting on the matter adjourned. At such reconvened
meeting, the required quorum consists of any two members present in person or by proxy,
unless otherwise required by applicable rules.

Under
the Companies Law, unless otherwise provided in the articles of association or applicable
law, all resolutions of the shareholders require a simple majority of the shares present,
in person or by proxy, and voting on the matter. However, our articles of association
require approval of 75% of the shares present and voting to remove directors or change the
structure of our staggered board of directors.

We
file annual reports on Form 20-F electronically with the SEC and post a copy on our
website.

# Duties of Shareholders

Under
the Companies Law, each and every shareholder has a duty to act in good faith in
exercising his rights and fulfilling his obligations towards the company and other
shareholders and to refrain from abusing his power in the company, such as in voting in
the general meeting of shareholders on the following matters:

| |  | any
amendment to the articles of association;
| | - | ---------------------------------------------

| |  | an
increase of the company's authorized share capital;
| | - | ------------------------------------------------------

| |  | a
merger; or
| | - | ------------

| |  | approval
of certain actions and transactions which require shareholder approval.
| | - | --------------------------------------------------------------------------------

61

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In
addition, each and every shareholder has the general duty to refrain from depriving rights
of other shareholders. Furthermore, any controlling shareholder, any shareholder who knows
that it possesses the power to determine the outcome of a shareholder vote and any
shareholder that, pursuant to the provisions of the articles of association, has the power
to appoint or to prevent the appointment of an office holder in the company or any other
power toward the company is under a duty to act in fairness towards the company. The
Companies Law does not describe the substance of this duty of fairness. These various
shareholder duties, which typically do not apply to shareholders of U.S. companies, may
restrict the ability of a shareholder to act in what the shareholder perceives to be its
own best interests.

# Restrictions on
Non-Israeli Residents

The
ownership or voting of our ordinary shares by non-residents of Israel, except with respect
to citizens of countries which are in a state of war with Israel, is not restricted in any
way by our memorandum of association or articles of association or by the laws of the
State of Israel.

# Mergers and Acquisitions
under Israeli Law

The
Companies Law includes provisions that allow a merger transaction and requires that each
company that is party to a merger approve the transaction by its board of directors and a
vote of the majority of its shares, voting on the proposed merger at a shareholders
meeting. For purposes of the shareholder vote, unless a court rules otherwise, the merger
will not be deemed approved if a majority of the shares held by parties other than the
other party to the merger, or by any person who holds 25% or more of the shares or the
right to appoint 25% or more of the directors of the other party, vote against the merger.
Upon the request of a creditor of either party of the proposed merger, the court may delay
or prevent the merger if it concludes that there exists a reasonable concern that as a
result of the merger, the surviving company will be unable to satisfy the obligations of
any of the parties to the merger. In addition, a merger may not be completed unless at
least (i) 50 days have passed from the time that a proposal of the merger has been filed
by each party with the Israeli Registrar of Companies and (ii) 30 days have passed since
the merger was approved by the shareholders of each party.

The
Companies Law also provides that an acquisition of shares of public company must be made
by means of tender offer if as a result of the acquisition the purchaser would become a
25% or more shareholder of the company and there is no 25% or more shareholder in the
company. In addition, an acquisition of shares of a public company must be made by means
of a tender offer if as a result of the acquisition the purchaser would become a 45% or
more shareholder of the company and there is no 45% or more shareholder in the company.
These requirements do not apply if the acquisition (i) is made in a private placement that
received shareholder approval, (ii) was from a 25% shareholder of the company and resulted
in the acquirer becoming a 25% shareholder of the company or (iii) was from a 45%
shareholder of the company and resulted in the acquirer becoming a 45% shareholder of the
company. The tender offer must be extended to all shareholders, but the offeror is not
required to purchase more than 5% of the companys outstanding shares, regardless of
how many shares are tendered by shareholders. The tender offer may be consummated only if
(i) at least 5% of the companys outstanding shares will be acquired by the offer and
(ii) the number of shares tendered in the offer exceeds the number of shares whose holders
objected to the offer.

62

---

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If
as a result of an acquisition of shares the acquirer will hold more than 90% of a
companys outstanding shares, the Companies Law requires that the acquisition be made
by means of a tender offer for all of the outstanding shares. If as a result of a full
tender offer the acquirer would own more than 95% of the outstanding shares, then all the
shares that the acquirer offered to purchase will be transferred to it. The law provides
for appraisal rights if any shareholder files a request in court within three months
following the consummation of a full tender offer. If as a result of a full tender offer
the acquirer would own 95% or less of the outstanding shares, then the acquirer may not
acquire shares that will cause his shareholding to exceed 90% of the outstanding shares.

Finally,
Israeli tax law treats stock-for-stock acquisitions between an Israeli company and a
foreign company less favorably than does U.S. tax law. For example, Israeli tax law
subjects a shareholder who exchanges his ordinary shares for shares in another corporation
to taxation prior to the sale of the shares received in such stock-for-stock swap.

# Modification of Class
Rights

Our
articles of association provide that the rights attached to any class (unless otherwise
provided by the terms of such class), such as voting, rights to dividends and the like,
may be varied by a shareholders resolution, subject to the approval of the holders of a
majority of the issued shares of that class.

# Board of Directors

According
to the Companies Law and our articles of association, the oversight of the management of
our business is vested in our board of directors. The board of directors may exercise all
such powers and may take all such actions that are not specifically granted to our
shareholders. As part of its powers, our board of directors may cause the company to
borrow or secure payment of any sum or sums of money, at such times and upon such terms
and conditions as it thinks fit, including the grants of security interests on all or any
part of the property of the company.

A
resolution proposed at any meeting of the board of directors shall be deemed adopted if
approved by a majority of the directors present and voting on the matter. For additional
information, please see Item 6.C Board Practices.

# Exculpation of Office
Holders

Under
the Companies Law, an Israeli company may not exempt an office holder from liability for a
breach of his duty of loyalty, but may exempt in advance an office holder from his
liability to the company, in whole or in part, for a breach of his duty of care (except in
connection with distributions) provided the articles of association of the company allow
it to do so. Our articles allow us to exempt our office holders to the fullest extent
permitted by law.

# Insurance of Office
Holders

Our
articles of association provide that, subject to the provisions of the Companies Law, we
may enter into a contract for the insurance of the liability of any of our office holders,
with respect to an act performed in the capacity of an office holder for:

| |  | a
breach of his duty of care to us or to another person;
| | - | --------------------------------------------------------

| |  | a
breach of his duty of loyalty to us, provided that the office holder acted in good faith
and had reasonable cause to assume that his act would not prejudice our interests; or
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | a
financial liability imposed upon him in favor of another person.
| | - | ------------------------------------------------------------------

63

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# Indemnification of
Office Holders

Our
articles of association provide that we may indemnify an office holder against the
following obligations and expenses imposed on or incurred by the office holder with
respect to an act performed in the capacity of an office holder:

| |  | a
financial obligation imposed on him in favor of another person by a court judgment,
including a settlement or an arbitrators award approved by the court; such
indemnification may be approved (i) after the liability has been incurred or (ii) in
advance, provided that our undertaking to indemnify is limited to events that our board
of directors believes are foreseeable in light of our actual operations at the time of
providing the undertaking and to a sum or criterion that our board of directors
determines to be reasonable under the circumstances;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | reasonable
litigation expenses, including attorneys fees, expended by the office holder as a
result of an investigation or proceeding instituted against him by a competent authority,
provided that such investigation or proceeding concluded without the filing of an
indictment against him and either (A) concluded without the imposition of any financial
liability in lieu of criminal proceedings or (B) concluded with the imposition of a
financial liability in lieu of criminal proceedings but relates to a criminal offense
that does not require proof of criminal intent; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | reasonable
litigation expenses, including attorneys fees, expended by the office holder or
charged to him by a court in connection with:
| | - | -----------------------------------------------------------------------------------------------------------------------------------------

| |  | proceedings
we institute against him or instituted on our behalf or by another person;
| | - | --------------------------------------------------------------------------------------

| |  | a
criminal charge from which he was acquitted; or
| | - | -------------------------------------------------

| |  | a
criminal proceeding in which he was convicted of an offense that does not require proof
of criminal intent.
| | - | -------------------------------------------------------------------------------------------------------------

# Limitations on
Exculpation, Insurance and Indemnification

The
Companies Law provides that a company may not exculpate or indemnify an office holder, or
enter into an insurance contract, which would provide coverage for any monetary liability
incurred as a result of any of the following:

| |  | a
breach by the office holder of his duty of loyalty unless, with respect to
indemnification or insurance coverage, the office holder acted in good faith and had a
reasonable basis to believe that the act would not prejudice the company;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | a
breach by the office holder of his duty of care if the breach was done intentionally or
recklessly;
| | - | -----------------------------------------------------------------------------------------------------

| |  | any
act or omission done with the intent to derive an illegal personal benefit; or
| | - | ----------------------------------------------------------------------------------

| |  | any
fine levied against the office holder.
| | - | ------------------------------------------

In
addition, under the Companies Law, indemnification of, and procurement of insurance
coverage for, our office holders must be approved by our audit committee and our board of
directors and, if the beneficiary is a director, by our shareholders.

64

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We
have agreed to exempt from liability and indemnify our office holders to the fullest
extent permitted under the Companies Law. We have obtained directors and officers
liability insurance for the benefit of our office holders.

|C. | Material
Contracts
|-- | ------------------

None.

|D. | Exchange
Controls
|-- | -----------------

There
are currently no Israeli currency control restrictions on payments of dividends or other
distributions with respect to our ordinary shares or the proceeds from the sale of the
shares, except for the obligation of Israeli residents to file reports with the Bank of
Israel regarding certain transactions. However, legislation remains in effect, pursuant to
which currency controls can be imposed by administrative action at any time.

|E. | Taxation
|-- | --------

# Israeli Tax
Considerations

The
following is a summary of the current tax structure applicable to companies in Israel,
with special reference to its effect on us. Note that this tax structure and any resulting
benefit may not apply for any income derived by our foreign subsidiaries, which
subsidiaries may be taxed according to tax laws applicable to their country of residence.
The following also contains a discussion of the material Israeli tax consequences to
persons purchasing our ordinary shares. To the extent that the discussion is based on tax
legislation, which has not been subject to judicial or administrative interpretation, we
cannot assure you that the tax authorities or courts will accept the views expressed in
the discussion in question.

Prospective
purchasers of our ordinary shares should consult their own tax advisors as to the United
States, Israeli or other tax consequences of the purchase, ownership and disposition of
ordinary shares, including, in particular, the effect of any foreign, state or local
taxes.

# General Corporate Tax
Structure

The
general rate of corporate tax in Israel to which Israeli companies are subject is 27% for
the 2008 tax year. Following an amendment to the Israeli Income Tax Ordinance that came
into effect on January 1, 2006, the corporate tax rate has decreased to 26% for the 2009
tax year and is expected to decrease to 25% for the 2010 tax year and thereafter. The
general rate of capital gains tax in Israel to which Israeli companies are subject is 25%,
for capital gains derived after January 1, 2003 other than gains deriving from the sale of
listed securities (regarding the last statement, it relates only to assets that were
purchased after 1.1.03. If the asset was purchased before 1.1.03, and sold after said
date, the applicable tax rate will be determined according to a blended tax rate of 25%
and the corporate tax rate that was in force on the date of the sale (based on a linear
calculation)). However, the effective tax rate payable by a company which derives income
from an Approved Enterprise (as defined below) may be considerably less, as
further discussed below.

Following
a Temporary Order, which came into effect on January 1, 2009, and will expire at the end
of one year, an Israeli corporation may elect a 5% rate of corporate tax (instead of 25%)
for dividend distributions received in 2009 from a foreign subsidiary, which is used in
Israel either in 2009 or within one year after actual receipt of the dividend, whichever
is later. The 5% tax rate is subject to various conditions, which include conditions with
regard to the identity of the corporation that distributes the dividends, the source of
the dividend, the nature of the use of the dividend income, and the period during which
the dividend income will be used in Israel.

65

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# Law for the
Encouragement of Capital Investments, 1959

General

The
Law for Encouragement of Capital Investments, 1959, or the Investments Law, as in effect
until 2005, provided that upon application to the Investment Center of the Ministry of
Industry and Trade of the State of Israel, a proposed capital investment in eligible
facilities may be designated as an Approved Enterprise. Please see discussion
below regarding an amendment to the Investments Law.

Each
certificate of approval for an Approved Enterprise relates to a specific investment
program delineated both by its financial scope, including its capital sources, and by its
physical characteristics, such as the equipment to be purchased and utilized pursuant to
the program. The tax benefits derived from any such certificate of approval relate only to
taxable income derived from the specific Approved Enterprise. Tax benefits under the
Investments Law will also apply to income generated by a company from the grant of a usage
right with respect to know-how developed by the Approved Enterprise, income generated from
royalties, and income derived from a service which is auxiliary to such usage right of
royalties, provided that such income is generated within the Approved Enterprises
ordinary course of business. If a company has more than one approval or only a portion of
its capital investments are approved, its effective tax rate is the result of a weighted
combination of the applicable rates. The benefits under the Investments Law are usually
not available with respect to income derived from products manufactured outside of Israel.

Taxable
income of a company derived from an Approved Enterprise is subject to corporate tax at the
maximum rate of 25%, rather than the regular corporate tax rate, for the benefit period.
That income is eligible for further reductions in tax rates depending on the percentage of
the foreign investment in the companys share capital (conferring rights to profits,
voting and appointment of directors) and the percentage of its combined share and loan
capital owned by non-Israeli residents (foreign investment level). The tax
rate is:

| |  | 20%
if the foreign investment level is 49% or more but less than 74%;
| | - | ---------------------------------------------------------------------

| |  | 15%
if the foreign investment level is 74% or more but less than 90%; and
| | - | -------------------------------------------------------------------------

| |  | 10%
if the foreign investment level is 90% or more.
| | - | ---------------------------------------------------

The
lowest level of foreign investment during the tax year will be used to determine the
relevant tax rate for that year. These tax benefits are granted for a limited period not
exceeding seven years, or ten years for a company whose foreign investment level exceeds
25% from the first year in which the Approved Enterprise has taxable income.

The
period of benefits may in no event, however, exceed the lesser of 12 years from the year
in which production commenced and 14 years from the year of receipt of Approved Enterprise
status.

The
Investments Law also provides that an Approved Enterprise is entitled to accelerated
depreciation on its property and equipment that are included in an approved investment
program.

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The
Alternative Route

A
company owning an Approved Enterprise may elect to receive, in lieu of certain grants
available to an Approved Enterprise, an alternative package of benefits. Under the
alternative package, the companys undistributed income derived from an Approval
Enterprise will be exempt from tax for a period of between two and ten years from the
first year of taxable income, depending on the geographic location of the Approved
Enterprise within Israel, and the company will be eligible for the tax benefits under the
Investments Law for the remainder of the benefit period.

General
Requirements by the Investment Center

The
benefits available to an Approved Enterprise are conditional upon compliance with the
conditions stipulated in the Investments Law and related regulations and the criteria set
forth in the specific certificate of approval. In the event that a company violates these
conditions, in whole or in part, it may be required to refund all or a portion of its tax
benefits, linked to the Israeli consumer price index and interest. These conditions
include:

| |  | adhering
to the business plan contained in the application to the Investment Center;
| | - | ------------------------------------------------------------------------------------

| |  | financing
at least 30% of the investment in property, plant and equipment with the proceeds of the
sale of shares;
| | - | ------------------------------------------------------------------------------------------------------------------

| |  | filing
regular reports with the Investment Center with respect to the Approved Enterprise; and
| | - | ----------------------------------------------------------------------------------------------

| |  | obtaining
the approval of the Investment Center for changes in the ownership of a company.
| | - | ------------------------------------------------------------------------------------------

The
Companys Approved Enterprises

Most
of our manufacturing facilities in Yoqneam have been granted the status of Approved
Enterprise. Since our manufacturing facilities are located in an area that was designated
by the State of Israel as Development Area A at the time of the approval of
our three existing Approved Enterprises, and since we elected to receive the alternative
package of benefits (involving waiver of investment grants), our income derived from each
Approved Enterprise is tax exempt for a period of ten years commencing in the first year
in which we earn taxable income from each Approved Enterprise. To date, we have three
Approved Enterprises. The period of tax benefits of the first approved enterprise, which
commenced operations in 1995, expired at the end of 2004. The period of tax benefits in
respect of the second approved enterprise entitled to the said benefits commenced in 2000
and will expire at the end of 2009. The period of tax benefits in respect of the third
approved enterprise has not yet commenced.

Dividends
Taxation

When
dividends are distributed from the Approved Enterprise, they are generally considered to
be attributable to the entire enterprise and their effective tax rate is a result of a
weighted combination of the applicable tax rates. A company that has elected the
alternative package of benefits is not obliged to distribute exempt retained profits, and
may generally decide from which years profits to declare dividends. In the event
that we pay a cash dividend from income that is derived from our Approved Enterprises
pursuant to the alternative package of benefits, which income would otherwise be
tax-exempt, we would be required to pay tax on the amount of income distributed as
dividends at the rate which would have been applicable if we had not elected the
alternative package of benefits, that rate is generally 10% to 25%, depending upon the
extent of foreign investment in the Company, and to withhold at source on behalf of the
recipient of the dividend an additional 15% of the amount distributed.

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In
March 2007, we distributed to our shareholders approximately $4.3 million. Since, at that
time we had insufficient retained earnings, the dividend was distributed after obtaining
an approval by an Israeli court in accordance with Section 303 of the Israeli Companies
Law. According to a pre-ruling received from the Israeli Tax Authority, tax was withheld
at a rate of 20%. This pre-ruling applies only to this particular dividend and not to
future dividends, if any.

In
April 2008, we distributed to our shareholders approximately $4.3 million. Since, at that
time we had insufficient retained earnings, the dividend was distributed after obtaining
an approval by an Israeli court in accordance with Section 303 of the Israeli Companies
Law. According to a pre-ruling received from the Israeli Tax Authority, tax was withheld
at a rate of 20%. This pre-ruling applies only to this particular dividend and not to
future dividends, if any.

Amendment
of the Investments Law

On
April 1, 2005, an amendment to the Investments Law came into effect. Pursuant to the
amendment, a companys facility will be granted the status of Approved
Enterprise only if it is proven to be an industrial facility (as defined in the
Investments Law) that contributes to the economic independence of the Israeli economy and
is a competitive facility that contributes to the Israeli gross domestic product. The
amendment provides that the Israeli Tax Authority and not the Investment Center will be
responsible for an Approved Enterprise under the alternative package of benefits, referred
to as a Benefited Enterprise. A company wishing to receive the tax benefits afforded to a
Benefited Enterprise is required to select the tax year from which the period of benefits
under the Investment Law are to commence by simply notifying the Israeli Tax Authority
within 12 months of the end of that year. In order to be recognized as owning a Benefited
Enterprise, a company is required to meet a number of conditions set forth in the
amendment, including making a minimal investment in manufacturing assets for the
Benefited Enterprise and having completed a cooling-off period from the companys
previous year of commencement of benefits under the Investments Law.

Pursuant
to the amendment, a company with a Benefited Enterprise is entitled, in each tax year, to
accelerated depreciation for the manufacturing assets used by the Benefited Enterprise and
to certain tax benefits, provided that no more than 12 to 14 years have passed since the
beginning of the year of commencement of benefits under the Investments Law. The tax
benefits granted to a Benefited Enterprise, as they apply to us, are determined according
one of the following new tax routes:

| |  | Similar
to the currently available alternative route, exemption from corporate tax on
undistributed income for a period of two to ten years, depending on the geographic
location of the Benefited Enterprise within Israel, and a reduced corporate tax rate of
10 to 25% for the remainder of the benefits period, depending on the level of foreign
investment in each year. Benefits may be granted for a term of from seven to ten years,
depending on the level of foreign investment in the company. If the company pays a
dividend out of income derived from the Benefited Enterprise during the tax exemption
period, such income will be subject to corporate tax at the applicable rate (10%-25%).
The company is required to withhold tax at the source at a rate of 15% from any dividends
distributed from income derived from the Benefited Enterprise; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | A
special tax route enabling companies owning facilities in certain geographical locations
in Israel to pay corporate tax at the rate of 11.5% on income of the Benefited
Enterprise. The benefits period is ten years. Upon payment of dividends, the company is
required to withhold tax at source at a rate of 15% for Israeli residents and at a rate
of 4% for foreign residents.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Generally,
a company that is abundant in foreign investment (as defined in the
Investments Law) is entitled to an extension of the benefits period by an additional five
years, depending on the rate of its income that is derived in foreign currency.

The
amendment changed the definition of foreign investment in the Investments Law
so that instead of an investment of foreign currency in the company, the definition now
requires a minimal investment of NIS 5 million by foreign investors. Furthermore, such
definition now also includes the purchase of shares of a company from another shareholder,
provided that the companys outstanding and paid-up share capital exceeds NIS 5
million. Such changes to the aforementioned definition are retroactive from 2003.

The
amendment applies to Approved Enterprise programs in which the year of commencement of
benefits under the Investments Law is 2004 or later, unless such programs received
approval from the Investment Center on or prior to December 31, 2004, in which case the
provisions of the amendment will not apply.

As
a result of the amendment, tax-exempt income that will be generated under the provisions
of the amendment will subject the Company to taxes upon distribution or liquidation.
Therefore, if the Company holds a Benefited Enterprise it may be required to record
deferred tax liability with respect to such tax-exempt income.

# Law for the
Encouragement of Industry (Taxes), 1969

Under
the Law for the Encouragement of Industry (Taxes), 1969, or the Industry Encouragement
Law, a company qualifies as an Industrial Company if it is resident in Israel
and at least 90% of its income in a given tax year, determined in NIS, exclusive of income
from capital gains, interest and dividends, is derived from Industrial Enterprises owned
by that company. An Industrial Enterprise is defined as an enterprise whose
major activity in a particular tax year is industrial production activity.

Industrial
Companies qualify (based on tax regulations) for accelerated depreciation rates for
machinery, equipment and buildings used by an Industrial Enterprise. An Industrial Company
owning an Approved Enterprise, as described above, may choose between the above
depreciation rates and the depreciation rates available to Approved Enterprises.

Pursuant
to the Industry Encouragement Law, an Industrial Company is also entitled to amortize the
purchase price of know-how and patents over a period of eight years beginning with the
year in which such rights were first used.

In
addition, an Industrial Company is entitled to deduct over a three-year period expenses
involved with the issuance and listing of shares on a stock exchange and has the right,
under certain conditions, to elect to file a consolidated tax return with related Israeli
Industrial Companies that satisfy conditions set forth in the law.

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Eligibility
for the benefits under the law is not subject to receipt of prior approval from any
governmental authority. We believe that we currently qualify as an Industrial Company
within the definition of the Industry Encouragement Law. However, the definition may be
amended from time to time and the Israeli tax authorities, which reassess our
qualifications annually, may determine that we no longer qualify as an Industrial Company.
As a result of either of the foregoing, the benefits described above might not be
available in the future.

# Israeli Transfer Pricing
Regulations

On
November 29, 2006, Income Tax Regulations (Determination of Market Terms), 2006,
promulgated under Section 85A of the Tax Ordinance, came into force (the Transfer
Pricing Regulations). Section 85A of the Tax Ordinance and the Transfer Pricing
Regulations generally require that all cross-border transactions carried out between
related parties will be conducted on an arms length principle basis and will be
taxed accordingly.

# Capital Gains Tax on the
Sale of our Ordinary Shares

General

Israeli
law generally imposes a capital gains tax on the sale of any capital assets by residents
of Israel, as defined for Israeli tax purposes, and on the sale of assets located in
Israel, including shares in Israeli companies, by non-residents of Israel, unless a
specific exemption is available or unless a tax treaty between Israel and the
shareholders country of residence provides otherwise. The law distinguishes between
real gain and inflationary surplus. The inflationary surplus is equal to the increase in
the purchase price of the relevant asset attributable to the increase in the Israeli
consumer price index or, in certain circumstances, a foreign currency exchange rate,
between the date of purchase and the date of sale. The real gain is the excess of the
total capital gain over the inflationary surplus.

Israeli
Residents

Generally,
the tax rate applicable to capital gains derived from the sale of shares, whether listed
on a stock market or not, is 20% for Israeli individuals, unless such shareholder claims a
deduction for financing expenses in connection with such shares, in which case the gain
will generally be taxed at a rate of 25%. Additionally, if such shareholder is considered
a significant shareholder at any time during the 12-month period preceding
such sale, i.e., such shareholder holds directly or indirectly, including with
others, at least 10% of any means of control in the company, the tax rate will be 25%.
Israeli companies are subject to the corporate tax rate on capital gains derived from the
sale of listed shares, unless such companies were not subject to the Inflationary
Adjustments Law (or certain regulations) at the time of publication of the aforementioned
amendment to the Tax Ordinance that came into effect on January 1, 2006, in which case the
applicable tax rate is 25%. However, the foregoing tax rates will not apply to: (i)
dealers in securities; and (ii) shareholders who acquired their shares prior to an initial
public offering (that may be subject to a different tax arrangement).

The
tax basis of shares acquired prior to January 1, 2003 will be determined in accordance
with the average closing share price in the three trading days preceding January 1, 2003.
However, a taxpayer may elect the actual adjusted cost of the shares as the tax basis
provided he can provide sufficient proof of such adjusted cost.

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Non-Residents
of Israel

Non-Israeli
residents are generally exempt from Israeli capital gains tax on any gains derived from
the sale of shares publicly traded on the TASE, provided such gains are not derived from a
permanent establishment of such shareholders in Israel, and are exempt from Israeli
capital gains tax on any gains derived from the sale of shares of Israeli companies
publicly traded on a recognized stock exchange or regulated market outside of Israel,
provided that such capital gains are not attributed to a permanent establishment in Israel
and that such shareholders are not subject to the Israeli Income Tax (Inflationary
Adjustment) Law, 5745-1985 and did not acquire their shares prior to the issuers
initial public offering. However, non-Israeli corporations will not be entitled to such
exemption if Israeli residents (i) have a controlling interest of 25% or more in such
non-Israeli corporation, or (ii) are the beneficiaries of or is entitled to 25% or more of
the revenues or profits of such non-Israeli corporation, whether directly or indirectly.

Furthermore,
under the Tax Treaty Between the Government of the United States of America and the
Government of the State of Israel with Respect to Taxes on Income, known as the
U.S.-Israel Tax Treaty, a holder of ordinary shares who holds the ordinary shares as a
capital asset and who qualifies as a U.S. resident within the meaning of the U.S.-Israel
Tax Treaty and who is entitled to claim the benefits afforded to such resident by the
U.S.-Israel Tax Treaty will be generally exempted from Israeli capital gains tax on the
sale, exchange or disposition of ordinary shares unless: (i) the holder owned, directly or
indirectly, 10% or more of our voting power at any time during the 12-month period before
the sale, exchange or disposition; or (ii) the capital gains from such sale, exchange or
disposition can be allocated to a permanent establishment in Israel.

In
some instances where our shareholders may be liable to Israeli tax on the sale of their
ordinary shares, the payment of the consideration may be subject to the withholding of
Israeli tax at the source. However, such residents would be permitted to claim a credit
for such taxes against U.S. federal income tax imposed with respect to such sale, exchange
or disposition, subject to the limitations in U.S. laws applicable to foreign tax credits.
The U.S.-Israel Tax Treaty does not relate to state or local taxes.

A
non-resident of Israel who receives dividend income or that realizes capital gains derived
from the sale of our ordinary shares, from which tax was withheld at the source, is
generally exempted from the duty to file tax returns in Israel with respect to such
income, provided such income was not derived from a business conducted in Israel by the
taxpayer and the taxpayer has no other taxable sources of income in Israel.

Dividend
Taxation

Income Taxes on Dividends
Distributed by the Company to Israeli Residents

The
distribution of dividend income to Israeli residents will generally be subject to income
tax at a rate of 20% for individuals and will be exempt from income tax for corporations.
The portion of dividends paid out of profits earned under an Approved Enterprise tax
status of the Company, to both individuals and corporations, is subject to withholding tax
at the rate of 15% (in excess of the corporate tax paid by the company when the dividend
is paid of these profits  up to 25% tax).

In
addition, if an Individual Israeli shareholder is considered a significant
shareholder at any time during the 12-month period preceding such distribution,
i.e., such shareholder holds directly or indirectly, including with others, at least 10%
of any means of control in the company, the tax rate on the dividend (not source from
Approved Enterprise income) will be 25%. The withholding tax by the Company on such
dividend would remain 20%.

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Income Taxes on Dividends
Distributed by the Company to Non-Israeli Residents

Subject
to the provisions of applicable tax treaties, dividend distributions from regular profits
(non-Approved Enterprise) by the Company to a non-resident shareholder are generally
subject to withholding tax of 20%. The portion of dividends paid out of profits earned
under an Approved Enterprise tax status of the Company is subject to withholding tax at
the rate of 15% (in excess of the corporate tax paid by the company when the dividend is
paid of these profits  up to 25% tax).

Generally,
under the U.S-Israel Tax Treaty the maximum rate of withholding tax on dividends paid to a
shareholder who is a resident of the United States (as defined in the U.S.  Israel
Tax Treaty) will be 25%. However, when a U.S. tax resident corporation is the recipient of
the dividend, the withholding tax rate on a dividend out of regular (non-Approved
Enterprise) profits may be reduced to 12.5% under the U.S-Israel Tax Treaty, where the
following conditions are met:

|(a) | the
recipient corporation owns at least 10% of the outstanding voting rights of           the
Company for all of the period preceding the dividend during the           Companys
current and prior taxable year; and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | generally
not more than 25% of the gross income of the paying corporation for           its prior
tax year consists of certain interest and dividend income.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Otherwise,
          the usual rates apply.
| | -------------------------------------------

# United States Federal
Income Tax Considerations

Subject
to the limitations described in the next paragraph, the following discussion describes the
material United States federal income tax consequences of the purchase, ownership and
disposition of the ordinary shares to a U.S. holder.

A
U.S. holder is:

| |  | an
individual citizen or resident of the United States;
| | - | -------------------------------------------------------

| |  | a
corporation or another entity taxable as a corporation created or organized under the
laws of the United States          or any political subdivision thereof;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | an
estate, the income of which is includable in gross income for United States federal
income tax purposes          regardless of its source; or
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------

| |  | a
trust, if a United States court is able to exercise primary supervision over its
administration and one or more United States persons who have the authority to control
all substantial decisions of the trust.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Unless
otherwise specifically indicated, this summary does not consider United States tax
consequences to a person that is not a U.S. holder and considers only U.S. holders that
will own the ordinary shares as capital assets.

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This
discussion is based on current provisions of the Internal Revenue Code of 1986, as
amended, referred to as the Code, current and proposed Treasury regulations promulgated
under the Code, and administrative and judicial interpretations of the Code, all as in
effect today and all of which are subject to change, possibly with a retroactive effect.
This discussion does not address all aspects of U.S. federal income taxation that may be
relevant to any particular U.S. holder based on the U.S. holders particular
circumstances, like the tax treatment of U.S. holders who are broker-dealers or who own,
directly, indirectly or constructively, 10% or more of our outstanding voting shares, U.S.
holders holding the ordinary shares as part of a hedging, straddle or conversion
transaction, U.S. holders whose functional currency is not the U.S. dollar, insurance
companies, tax-exempt organizations, financial institutions and persons subject to the
alternative minimum tax, who may be subject to special rules not discussed below.
Additionally, the tax treatment of persons who hold the ordinary shares through a
partnership or other pass through entity is not considered, nor are the possible
application of U.S. federal estate or gift taxes or any aspect of state, local or non-U.S.
tax laws.

You
are advised to consult your own tax advisor with respect to the specific tax consequences
to you of purchasing, holding or disposing of the ordinary shares.

# Distributions on the
Ordinary Shares

Subject
to the discussion below under Passive Foreign Investment Company Status, a
distribution paid by us with respect to the ordinary shares to a U.S. holder will be
treated as ordinary income to the extent that the distribution does not exceed our current
and accumulated earnings and profits, as determined for U.S. federal income tax purposes.
The amount of any distribution which exceeds these earnings and profits will be treated
first as a non-taxable return of capital reducing the U.S. holders tax basis in its
ordinary shares to the extent thereof, and then as capital gain from the deemed
disposition of the ordinary shares.

Dividends
paid by us in NIS will be included in the income of U.S. holders at the dollar amount of
the dividend, based upon the spot rate of exchange in effect on the date of the
distributions. U.S. holders will have a tax basis in the NIS for U.S. federal income tax
purposes equal to that U.S. dollar value. Any subsequent gain or loss in respect of the
NIS arising from exchange rate fluctuations will be taxable as ordinary income or loss and
will be U.S. source income or loss.

Subject
to the limitations set forth in the Code, U.S. holders may elect to claim as a foreign tax
credit against their U.S. federal income tax liability the Israeli income tax withheld
from dividends received in respect of the ordinary shares. The limitations on claiming a
foreign tax credit include among others, computation rules under which foreign tax credits
allowable with respect to specific classes of income cannot exceed the U.S. federal income
payable with respect each such class. In this regard, dividends paid by us will generally
be foreign source passive income for U.S. foreign tax credit purposes or, in
the case of a financial services entity, financial services income. U.S.
holders that do not elect to claim a foreign tax credit may instead claim a deduction for
the Israeli income tax withheld. The rules relating to foreign tax credits are complex,
and you should consult your own tax advisor to determine whether and to what extent you
would be entitled to this credit.

# Disposition of Ordinary
Shares

Subject
to the discussion below under Passive Foreign Investment Company Status, upon
the sale or exchange of the ordinary shares, a U.S. holder generally will recognize
capital gain or loss in an amount equal to the difference between the amount realized on
the sale or exchange and the U.S. holders tax basis in the ordinary shares. The gain
or loss recognized on the sale or exchange of the ordinary shares generally will be
long-term capital gain or loss if the U.S. holder held the ordinary shares for more than
one year at the time of the sale or exchange.

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Gain
or loss recognized by a U.S. holder on a sale, exchange or other disposition of ordinary
shares generally will be treated as U.S. source income or loss for U.S. foreign tax credit
purposes.

# Passive Foreign
Investment Company Status

Generally,
a foreign corporation is treated as a passive foreign investment company, or PFIC, for
U.S. federal income tax purposes for any tax year if, in such tax year, either
(i) 75% or more of its gross income is passive in nature, referred to as the
Income Test, or (ii) the average percentage of its assets during such tax year
which produce, or are held for the production of, passive income (determined by averaging
the percentage of the fair market value of its total assets which are passive assets as of
the end of each quarter of such year) is 50% or more, referred to as the Asset
Test.

There
is no definitive method prescribed in the Code, U.S. Treasury Regulations or
administrative or judicial interpretations thereof for determining the value of a foreign
corporations assets for purposes of the Asset Test. However, the legislative history
of the U.S. Taxpayer Relief Act of 1997, referred to as the 1997 Act, indicates that for
purposes of the Asset Test, the total value of a publicly-traded foreign
corporations assets generally will be treated as equal to the sum of the aggregate
value of its outstanding stock plus its liabilities. It is unclear under current
interpretations of the 1997 Act whether other approaches could be employed to determine
the value of our assets. Based on application of the approach of the 1997 Act, there is a
reasonable likelihood that we may not be deemed a PFIC starting 2003. A separate
determination must be made each year as to whether we are a PFIC. As a result, our PFIC
status may change.

If
we are treated as a PFIC for U.S. federal income tax purposes for any year during a U.S.
holders holding period of ordinary shares and the U.S. holder does not make a QEF
election or a mark-to-market election (both as described below), any gain
recognized by the U.S. holder upon the sale of ordinary shares (or the receipt of certain
distributions) would be treated as ordinary income. This income generally would be
allocated over a U.S. holders holding period with respect to our ordinary shares.
The amount allocated to prior years will be subject to tax at the highest tax rate in
effect for that year and an interest charge would be imposed on the amount of deferred tax
on the income allocated to prior taxable years.

Although
we generally will be treated as a PFIC as to any U.S. holder if we are a PFIC for any year
during the U.S. holders holding period, if we cease to satisfy the requirements for
PFIC classification, the U.S. holder may avoid the consequences of PFIC classification for
subsequent years if he elects to recognize gain based on the unrealized appreciation in
the ordinary shares through the close of the tax year in which we cease to be a PFIC.
Additionally, if we are treated as a PFIC, a U.S. holder who acquires ordinary shares from
a decedent would be denied the normally available step-up in tax basis for these ordinary
shares to fair market value at the date of death and instead would have a tax basis equal
to the decedents tax basis in these ordinary shares.

A
U.S. holder who beneficially owns shares of a PFIC must file Form 8621 (Return by a
Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) with the
U.S. Internal Revenue Service for each tax year in which he holds shares in a PFIC. This
form describes any distributions received with respect to these shares and any gain
realized upon the disposition of these shares.

For
any tax year in which we are treated as a PFIC, a U.S. holder may elect to treat his, her
or its ordinary shares as an interest in a qualified electing fund, referred to as a QEF
election. In that case, the U.S. holder would be required to include in income currently
his proportionate share of our earnings and profits in years in which we are a PFIC
regardless of whether distributions of our earnings and profits are actually distributed
to the U.S. holder. Any gain subsequently recognized upon the sale by the U.S. holder of
his ordinary shares, however, generally would be taxed as capital gain and the denial of
the basis step-up at death described above would not apply.

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A
shareholder may make a QEF election with respect to a PFIC for any taxable year of the
shareholder. A QEF election is effective for the year in which the election is made and
all subsequent taxable years of the shareholder. Procedures exist for both retroactive
elections and the filing of protective statements. A U.S. holder making the QEF election
must make the election on or before the due date, as extended, for the filing of the
shareholders income tax return for the first taxable year to which the election will
apply.

A
U.S. holder must make a QEF election by completing Form 8621 and attaching it to their
U.S. federal income tax return, and must satisfy additional filing requirements each year
the election remains in effect. We will provide to each shareholder, upon request, the tax
information required to make a QEF election and to make subsequent annual filings.

As
an alternative to a QEF election, a U.S. holder generally may elect to mark his ordinary
shares to market annually, recognizing ordinary income or loss (subject to certain
limitations) equal to the difference between the fair market value of his ordinary shares
and the adjusted tax basis of his ordinary shares. Losses would be allowed only to the
extent of net mark-to-market gain accrued under the election. If a mark-to-market election
with respect to ordinary shares is in effect on the date of a U.S. holders death,
the normally available step-up in tax basis to fair market value will not be available.
Rather, the tax basis of the ordinary shares in the hands of a U.S. holder who acquired
them from a decedent will be the lesser of the decedents tax basis or the fair
market value of the ordinary shares.

The
implementation of many aspects of the Codes PFIC rules requires the issuance of
regulations which in many instances have yet to be promulgated and which may have
retroactive effect. We cannot be sure that any of these regulations will be promulgated
or, if so, what form they will take or what effect they will have on the foregoing
discussion.

Accordingly,
and due to the complexity of the PFIC rules, U.S. holders should consult their own tax
advisors regarding our status as a PFIC for each year and the eligibility, manner and
advisability of making a QEF election or a mark-to-market election, and the effect of
these elections on the calculation of the amount of foreign tax credit that may be
available to a U.S. holder.

# Backup Withholding

A
U.S. holder may be subject to backup withholding at rate of 28% with respect to dividend
payments and receipt of the proceeds from the disposition of the ordinary shares. Backup
withholding will not apply with respect to payments made to certain exempt recipients,
such as corporations and tax-exempt organizations, or if a U.S. holder provides a tax
payer identification number (or certifies that he has applied for a taxpayer
identification number), certifies that such holder is not subject to backup withholding or
otherwise establishes an exemption. Backup withholding is not an additional tax and may be
claimed as a credit against the U.S. federal income tax liability of a U.S. holder, or
alternatively, the U.S. holder may be eligible for a refund of any excess amounts withheld
under the backup withholding rules, in either case, provided that the required information
is furnished to the Internal Revenue Service.

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# Non-U.S. Holders of
Ordinary Shares

Except
as provided below, a non-U.S. holder of ordinary shares except certain former U.S.
citizens and long-term residents of the United States generally will not be subject to
U.S. federal income or withholding tax on the receipt of dividends on, and the proceeds
from the disposition of, an ordinary share, unless such item is effectively connected with
the conduct by the non-U.S. holder of a trade or business in the United States or, in the
case of a resident of a country which has an income tax treaty with the United States,
such item is attributable to a permanent establishment in the United States or, in the
case of an individual, a fixed place of business in the United States. In addition, gain
recognized by an individual non-U.S. holder will be subject to tax in the United States if
the non-U.S. holder is present in the United States for 183 days or more in the taxable
year of the sale and certain other conditions are met.

Non-U.S.
holders will not be subject to information reporting or backup withholding with
          respect to the payment of dividends on ordinary shares unless the payment is
          made through a paying agent, or an office of a paying agent, in the United
          States. Non-U.S. holders generally will be subject to information reporting
and,           under regulations generally effective January 1, 2001, to backup
withholding at           a rate of 31% with respect to the payment within the United
States of dividends           on the ordinary shares unless the holder provides its
taxpayer identification           number, certifies to its foreign status, or otherwise
establishes an exemption.

Non-U.S.
holders generally will be subject to information reporting and backup
          withholding at a rate of 31% on the receipt of the proceeds from the
disposition           of the ordinary shares to, or through, the United States office of
a broker,           whether domestic or foreign, unless the holder provides a taxpayer
          identification number, certifies to its foreign status or otherwise establishes
          an exemption. Non-U.S. holders will not be subject to information reporting or
          backup withholding with respect to the receipt of proceeds from the disposition
          of the ordinary shares by a foreign office of a broker; provided, however, that
          if the broker is a U.S. person or a U.S. related person, information
          reporting (but not backup withholding) will apply unless the broker has
          documentary evidence in its records of the non-U.S. holders foreign
status           or the non-U.S. holder certifies to its foreign status under penalties
of           perjury or otherwise establishes an exemption. For this purpose, a U.S.
          related person is a broker or other intermediary that maintains one or
          more enumerated U.S. relationships. Backup withholding is not an additional tax
          and may be claimed as a credit against the U.S. federal income tax liability of
          a U.S. holder, or alternatively, the U.S. holder may be eligible for a refund
of           any excess amounts withheld under the backup withholding rules, in either
case,           provided that the required information is furnished to the Internal
Revenue           Service.

|F. | Dividends
and paying agents
|-- | ---------------------------

Not
applicable.

|G. | Statement
by Experts
|-- | --------------------

Not
applicable.

|H. | Documents
on Display
|-- | --------------------

We
are subject to the informational requirements of the Securities Exchange Act of 1934, as
amended, applicable to foreign private issuers and fulfill the obligations with respect to
such requirements by filing reports with the Securities and Exchange Commission, or SEC.
You may read and copy any document we file, including any exhibits, with the SEC without
charge at the SECs public reference room at 100 F Street, N.E., Washington, D.C.
20549. Copies of such material may be obtained by mail from the Public Reference Branch of
the SEC at such address, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. Certain of our SEC filings are also
available to the public at the SECs website at http://www.sec.gov.

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You
may request a copy of our SEC filings, at no cost, by e-mailing to
investor@mindcti.com and upon said request copies will be sent by e-mail. A copy of
each report submitted in accordance with applicable U.S. law is available for review at
our principal executive offices.

|I. | Subsidiary
Information
|-- | ----------------------

Not
applicable.

|Item 11. |  | Quantitative and Qualitative Disclosures about Market Risk
|-------- |  | ----------------------------------------------------------

Market
risk represents the risk of changes in the value of our financial instruments as a result
of fluctuations in foreign currency exchange rates.

The
following table sets forth our consolidated balance sheet exposure with respect to change
in foreign currency exchange rates as of December 31, 2008.

|Currency                    | Current
Monetary Assets
(Liabilities)-net
|--------------------------- | -----------------------------------------
|
|
|
|
|NIS                         |                                          
|Euro                        |                                          
|Romanian Ron                |                                          
|Other non-dollar currencies |                                          
|                            |                                          
|                            |                                          
|                            |                                          

Our
annual expenses paid in NIS are approximately $6 million. Accordingly, we estimate that a
hypothetical increase of the value of the NIS against the U.S. dollar by 1% would result
in an increase in our operating expenses by approximately $60,000 for the year ended
December 31, 2008.

At
December 31, 2008, we held investments in auction rate securities called Mantoloking
CDO 2006 LTD SER 2006-1A Class A-2, ISIN#US564616AB6", or the Security, in the
principal amount of $20.3 million. The stated maturity of the Security is 2046. For a
general description of certain types of auction rate securities, see Item 3.D Risk
Factors above. While the liquidity of the Security has been significantly impacted
by market conditions, we continue to receive interest payments every month. The estimated
market value of the Security at December 31, 2008 was approximately
$0.9 million, which reflects a $19.4 million adjustment to the principal value
of $20.3 million (see also note 10(c) to our consolidated financial statements, which
are incorporated into this Annual Report by reference to our Report on Form 6-K furnished
to the Securities and Exchange Commission on March 9, 2009).

As
of June 1, 2009 the Security was rated Ca by Moodys and CC by Standard &
Poors.

As
of December 31, 2008, we did not hold any derivative financial instruments for either
trading or non-trading purposes.

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|Item 12. |  | Description of Securities Other Than Equity Securities
|-------- |  | ------------------------------------------------------

Not
applicable.

# PART II

|Item 13. |  | Defaults, Dividend Arrearages and Delinquencies
|-------- |  | -----------------------------------------------

Not
applicable.

|Item  14. |  | Material
Modifications to the Rights of Security Holders and Use of Proceeds
|--------- |  | ----------------------------------------------------------------------------

The
effective date of our first registration statement, filed on Form F-1 under the Securities
Act of 1933 (No. 333-12266) relating to the initial public offering of our ordinary
shares, was August 7, 2000. Net proceeds to us were $29.9 million. From the time of
receipt through December 31, 2008, the proceeds were used for acquisitions, investments in
marketable securities and debentures, and dividend payments.

|Item 15T. |  | Controls and Procedures
|--------- |  | -----------------------

Disclosure Controls and
Procedures

We
performed an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934) as of December 31, 2008. The evaluation was performed with the
participation of our senior management and under the supervision and with the
participation of our chief executive officer and chief financial officer. Based on this
evaluation, our chief executive officer and chief financial officer have concluded that
our disclosure controls and procedures are effective to alert them on a timely basis to
material information required to be included in our periodic reports with the SEC.

Managements Annual
Report on Internal Control over Financial Reporting

Our
management, including our chief executive officer and chief financial officer, is
responsible for establishing and maintaining adequate internal control over our financial
reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act.
Our internal control system was designed to provide reasonable assurance to our management
and our board of directors regarding the reliability of financial reporting and the
preparation and fair presentation of published financial statements for external purposes
in accordance with generally accepted accounting principles. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurances with respect to
financial statement preparation and presentation. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may decline.

Our
management (with the participation of our chief executive officer and chief financial
officer) conducted an evaluation, pursuant to Rule 13a-15(c) under the Securities Exchange
Act, of the effectiveness, as of the end of the period covered by this Annual Report, of
our internal control over financial reporting based on the criteria set forth in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on the results of this evaluation,
management assessed the effectiveness of our internal control over financial reporting as
at December 31, 2008 and concluded that our internal control over financial reporting
was effective as of December 31, 2008.

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This
Annual Report does not include an attestation report of our registered public accounting
firm regarding internal control over financial reporting. Managements report was not
subject to attestation by our registered public accounting firm pursuant to temporary
rules of the SEC that permit us to provide only managements report in this Annual
Report.

Changes in Financial
Control Over Financial Reporting

There
were no changes in our internal control over financial reporting that occurred during 2008
that have materially affected, or that are reasonably likely to materially affect, our
internal control over financial reporting.

|Item 16A. |  | Audit Committee Financial Expert
|--------- |  | --------------------------------

Our
board of directors has designated Mr. Amnon Neubach as our audit committee financial
expert as defined by the SEC rules.

|Item 16B. |  | Code of Ethics
|--------- |  | --------------

In
April 2004, our board of directors adopted our Code of Ethics, a code that applies to all
of our directors and employees.

|Item 16C. |  | Principal Accountant Fees and Services
|--------- |  | --------------------------------------

In
the annual meeting held in April 2009, our shareholders appointed Brightman Almagor Zohar,
certified public accountants in Israel and a member of Deloitte Touche Tohmatsu, as our
independent auditor until the close of next years annual general meeting, in place
of our previous independent auditor, Kesselman & Kesselman, certified public
accountants in Israel and a member of PricewaterhouseCoopers International Limited.
Kesselman & Kesselmans reports on our financial statements for the past two
years did not contain an adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles. Since January 2007,
there were no disagreements with Kesselman & Kesselman on any matter of accounting
principles or practices, financial statement disclosure, or audit scope or procedure,
which agreements, if not resolved to the satisfaction of Kesselman & Kesselman, would
have caused it to make a reference to the subject matter of the disagreement in connection
with its report.

Kesselman
& Kesselman billed the following fees to us for professional services in each of the
last two fiscal years:

|                   | Years ended December 31,
|------------------ | ------------------------
|
|
|
|
|Audit Fees         |                         
|                   |                         
|Audit-Related Fees |                         
|                   |                         
|Tax Fees           |                         
|                   |                         
|All Other Fees     |                         
|                   |                         
|                   |                         
|Total              |                         

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Tax
Fees. Services comprising fees disclosed under this category includes: preparation of
original and amended tax returns; claims for refund; tax advice and assistance related to:
dividend distribution, approved enterprise and tax audits and appeals.

Our
audit committees policy is to approve each audit and non-audit service to be
performed by our independent accountant before the accountant is engaged.

|Item 16D. |  | Exemptions from the Listing Standards for Audit Committees
|--------- |  | ----------------------------------------------------------

Not
applicable.

|Item 16E. |  | Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|--------- |  | ----------------------------------------------------------------------

In
September 2008, our Board of Directors authorized a plan for the repurchase of up to
2,100,000 of our ordinary shares in the open market, in an amount in cash of up to $2.8
million. As of December 31, 2008, we had repurchased 2,100,000 ordinary shares under the
program at a total purchase price of approximately $1.6 million, after getting an approval
by an Israeli court in accordance to the Israeli Companies Law. In February 2009, our
Board of Directors authorized additional repurchase transactions of our shares in the
total amount of $1.2 million pursuant to the 2008 repurchase plan. As of June 1, 2009, we
have purchased an aggregate amount of 2,383,337 ordinary shares under the 2008 and 2009
programs at a total purchase price of approximately $1.8 million.

80

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During
the fiscal year ended December 31, 2008, we made the following share repurchases
pursuant to our share repurchase program:

|Period             | Total Number of
Shares Purchased | Average Price
Paid per Share | Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs | Maximum Number of Shares
that May Yet Be
Purchased Under the
Plans or Programs
|------------------ | -------------------------------- | ---------------------------- | -------------------------------------------------------------------------------- | ------------------------------------------------------------------------------
|
|
|
|
|Month #1 (November |                                  |                             
|26 to November 30) |                                  |                              |                                                                                  | 403,200                                                                       
|                   |                                  |                             
|Month #2 (December |                                  |                             
|1 to December 31)  |                                  |                              |                                                                                  | 1,696,800                                                                     
|                   |                                  |                             
|Total              |                                  |                              |                                                                                  | 2,100,000                                                                     

|Item 16F. |  | Change in Registrants Certifying Accountant
|--------- |  | --------------------------------------------

Not
applicable.

|Item 16G. |  | Corporate Governance
|--------- |  | --------------------

We
follow the Companies Law, the relevant provisions of which are summarized in
this annual report, rather than comply with the Nasdaq requirement relating to
the quorum for shareholder meetings, as described in Item 10.B Additional
Information  Memorandum and Articles of Association  Voting,
Shareholders Meetings and Resolutions. In addition, we are exempt from
Nasdaqs requirement to send an annual report to shareholders prior to our annual
general meetings. Instead, we file annual reports on Form 20-F electronically with the SEC
and post a copy on our website.

PART III

|Item 17. |  | Financial Statements
|-------- |  | --------------------

Not
applicable.

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|Item 18. |  | Financial Statements
|-------- |  | --------------------

Our
consolidated financial statements and related auditors report for the year ended
December 31, 2008 are hereby incorporated into this Annual Report by reference to our
Report on Form 6-K furnished to the Securities and Exchange Commission on March 9, 2009.

|Item 19. |  | Exhibits
|-------- |  | --------

The
following exhibits are filed as part of this Annual Report:

|Exhibit No. |  | Exhibit
|----------- |  | -------

|1.1* |  | Memorandum
of Association, as amended
|---- |  | -------------------------------------

|1.2*** |  | Articles
of Association, as amended
|------ |  | -----------------------------------

|4.1** |  | MIND
1998 Share Option Plan
|----- |  | ---------------------------

|4.2** |  | MIND
2000 Share Option Plan
|----- |  | ---------------------------

|8 |  | List
of Subsidiaries
|- |  | --------------------

|11** |  | Code
of Ethics and Business Conduct
|---- |  | -----------------------------------

|12.1 |  | Certification
of Principal Executive Officer pursuant to 17 CFR 240.13a-14(a), as adopted
                   pursuant toss.302 of the Sarbanes-Oxley Act
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------

|12.2 |  | Certification
of Principal Financial Officer pursuant to 17 CFR 240.13a-14(a), as adopted
                   pursuant toss.302 of the Sarbanes-Oxley Act
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------

|13.1 |  | Certification
of Principal Executive Officer pursuant to 18 U.S.C.ss.1350, as adopted pursuant to
                 ss. 906 of the Sarbanes-Oxley Act
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

|13.2 |  | Certification
of Principal Financial Officer pursuant to 18 U.S.C.ss.1350, as adopted pursuant to
                 ss. 906 of the Sarbanes-Oxley Act
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

|15.1 |  | Consent
of Houlihan Smith & Company
|---- |  | -----------------------------------

|
|

|* | Incorporated
by reference to MIND C.T.I. Ltd.s Annual Report on Form 20-F for the fiscal year
ended December 31, 2002 (Commission file number 000-31215).
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Incorporated
by reference to MIND C.T.I. Ltd.s Annual Report on Form 20-F for the fiscal year
ended December 31, 2003 (Commission file number 000-31215).
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|*** | Incorporated
by reference to MIND C.T.I. Ltd.s Annual Report on Form 20-F for the fiscal year
ended December 31, 2005 (Commission file number 000-31215).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

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# SIGNATURES

The
Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F
and has duly caused and authorized the undersigned to sign this annual report on its
behalf.

| |  | MIND CTI LTD.By: /s/ Monica Eisinger
Monica EisingerPresident & CEODate: June 29, 2009
| |  | ----------------------------------------------------------------------------------------------------

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