WARRANT
AGREEMENT

     

    WARRANT
AGREEMENT (“Warrant
Agreement”) dated as of this 22 day of March 2010 (the “Effective Date”), by and
between Vuance Ltd., an Israeli company (the "Company") and Yitzchak Babayov
, an individual with a residence address at Shahaf Street, Hod Hasharon,45351,
Israel (the "Holder").

     

    WITNESSETH

     

    WHEREAS,
in connection with a private placement of 1,538,461 Ordinary Shares, with a par
value of NIS 0.0588235  each, of the Company, the Company will issue
to the Holder a warrant to purchase ordinary shares of the Company in accordance
with the terms and conditions set forth herein;

     

    NOW
THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth and for the purpose of defining the terms and provisions
of the Warrant and the certificates representing the Warrant and the respective
rights and obligations thereunder of the Company and the holder of the
certificate representing the Warrant, the parties hereto agree as
follows:

     

    SECTION
1.     DEFINITIONS.  As
used herein, the following terms shall have the following meanings, unless the
context shall otherwise require:

     

     (a)           "Corporate
Office" shall mean the office of the Company at which at any particular time its
principal business shall be administered, which office is currently located at 1
HaMa’alit St., Ha’Sharon Industrial Park, Qadima, Israel.

     

    (a)           "Exercise
Date" shall mean, the date on which the Company shall have received both (a) the
certificate representing the Warrant (the "Warrant Certificate"), with
the exercise form thereon duly executed by the Registered Holder thereof, and
(b) if payment is to be made in cash, cash or an official bank or certified
check made payable to the Company of an amount in lawful money of the United
States of America equal to the Exercise Price.

     

    (c)           "Exercise
Price" shall mean the purchase price to be paid upon exercise of each Warrant in
accordance with the terms hereof, which price shall be $0.15 per Warrant Share
subject to adjustment from time to time pursuant to the provisions of Section 8
hereof.

     

    (d)           "Initial
Warrant Exercise Date" shall mean the Effective Date.

     

    (e)           "Ordinary
Shares" shall mean ordinary shares of the Company, of NIS
0.0588235  nominal value each.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (e)           "Registered
Holder" shall mean the person in whose name any certificate representing the
Warrant shall be registered on the books maintained by the Company pursuant to
Section 6.

     

     (f)           "Warrant
Expiration Date" shall mean 5:00 P.M.  (New York time) on the fifth
anniversary of the Effective Date; provided that if such date shall in the State
of New York be a holiday or a day on which banks are authorized to close, then
5:00 P.M.  (New York time) on the next following day which in the
State of New York is not a holiday or a day on which banks are authorized to
close.

     

    (g)           "Warrant
Shares" shall mean the Ordinary Shares deliverable upon exercise of the Warrant,
as adjusted from time to time.

     

    SECTION
2.     WARRANTS AND ISSUANCE OF WARRANT
CERTIFICATES.

     

    (a)           A
Warrant shall initially entitle the Registered Holder of the Warrant Certificate
representing such Warrant to purchase 553,846 Ordinary Shares, upon the exercise
thereof, in accordance with the terms hereof, subject to modification and
adjustment as provided in Section 8.

     

    (b)           From
time to time, up to and including the Warrant Expiration Date, the Company shall
execute and deliver share certificates in required whole number denominations
representing up to an aggregate of 553,846 Ordinary Shares, subject to
adjustment as described in Section 8 hereof, upon the exercise of the Warrant in
accordance with this Warrant Agreement.

     

    (c)           From
time to time, up to the Warrant Expiration Date, the Company shall deliver one
or more Warrant Certificates executed in accordance with Section 3(b) in
required whole number denominations to the persons entitled thereto in
connection with any transfer or exchange permitted under this Warrant Agreement;
provided that no Warrant Certificates shall be issued except (i) those initially
issued hereunder, (ii) those issued on or after the Initial Warrant Exercise
Date, upon partial exercise of the Warrant represented by any Warrant
Certificate, to evidence any unexercised Warrant held by the exercising
Registered Holder, (iii) those issued upon any transfer or exchange pursuant to
Section 6; (iv) those issued in replacement of lost, stolen, destroyed or
mutilated Warrant Certificates pursuant to Section 7; and (v) at the option of
the Company, in such form as may be approved by its Board of Directors, to
reflect (a) any adjustment or change in the Exercise Price or the number of
Ordinary Shares purchasable upon exercise of the Warrant made pursuant to
Section 8 hereof and (b) other modifications effected in accordance with Section
14 hereof.

     

    SECTION
3.     FORM AND EXECUTION OF WARRANT
CERTIFICATES.

     

    (a)           The
Warrant Certificates shall be substantially in the form annexed hereto as Exhibit A (the
provisions of which are hereby incorporated herein) and may have such letters,
numbers or other marks of identification or designation and such legends,
summaries or endorsements printed, lithographed, engraved or typed thereon as
the Company may deem appropriate and as are not inconsistent with the provisions
of this Warrant Agreement, or as may be required to comply with any law or with
any rule or regulation made pursuant thereto or with any rule or regulation of
any share exchange on which the Warrant may be listed, or to conform to
usage.  The Warrant Certificates shall be dated the date of issuance
thereof (whether upon initial issuance, transfer, exchange or in lieu of
mutilated, lost, stolen, or destroyed Warrant Certificates) and issued in
registered form.

     

    
      
         


      

      
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    (b)           Warrant
Certificates shall be executed on behalf of the Company by its Chairman of the
Board, Chief Executive Officer, President or any Vice President and by its Chief
Financial Officer, Secretary or an Assistant Secretary, by manual signatures or
by facsimile signatures printed thereon.  If any officer of the
Company who has signed any of the Warrant Certificates shall cease to hold such
office before the date of issuance and delivery of the Warrant Certificates,
such Warrant Certificates may nevertheless be issued and delivered with the same
force and effect as though the person who signed such Warrant Certificates had
not ceased to hold such office.  After execution by the Company,
Warrant Certificates shall be delivered to the Registered Holder.

     

    SECTION
4.     EXERCISE.

     

    (a)           The
Warrant may be exercised by the Registered Holder thereof at any time on or
after the Initial Warrant Exercise Date, but not after the Warrant Expiration
Date, upon the terms and subject to the conditions set forth herein and in the
applicable Warrant Certificate.  A Warrant shall be deemed to have
been exercised immediately prior to the close of business on the Exercise Date
and the person entitled to receive the securities deliverable upon such exercise
shall be treated for all purposes as the holder upon exercise thereof as of the
close of business on the Exercise Date.  As soon as practicable on or
after the Exercise Date, the Company shall deposit the proceeds received from
the exercise of a Warrant, and promptly after clearance of checks received in
payment of the Exercise Price pursuant to such Warrants, cause to be issued and
delivered to the person or persons entitled to receive the same, a certificate
or certificates for the securities deliverable upon such exercise (plus a
Warrant Certificate for any remaining unexercised portion of the Warrant of the
Registered Holder).

     

    (b)           The
Registered Holder may, at its option, exchange this Warrant on a cashless basis,
in whole or in part (a "Warrant
Exchange"), into the number of Warrant Shares determined in accordance
with this Section (4)(b), by surrendering the Warrant Certificate at the
Corporate Office, accompanied by an irrevocable notice stating such Registered
Holder's intent to effect such exchange, the number of Warrant Shares to be
exchanged and the date of the notice of such intent to exchange (the "Notice of
Exchange").  The Warrant Exchange shall take place on the date
the Notice of Exchange (the "Exchange
Date").  Certificates for the shares issuable upon such Warrant
Exchange and, if applicable, a new warrant of like tenor evidencing the balance
of the shares remaining subject to such Warrant, shall be issued as of the
Exchange Date and delivered to the Registered Holder as soon as is reasonably
practicable following the Exchange Date.  In connection with any
Warrant Exchange, a Warrant shall represent the right to subscribe for and
acquire the number of Warrant Shares (rounded to the next highest integer) equal
to (i) the number of Warrant Shares specified by the Registered Holder in its
Notice of Exchange (the "Total
Number") less (ii) the number of Warrant Shares equal to the quotient
obtained by dividing (A) the product of the Total Number and the existing
Exercise Price by (B) the current market value of an Ordinary
Share.  Current market value, for purposes hereof, shall mean the
average price for the ten business days immediately preceding the date of the
Notice of Exchange.

     

    
      
         


      

      
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    SECTION
5.     RESERVATION OF SHARES; PAYMENT OF TAXES;
ETC.

     

    (a)           The
Company covenants that it will at all times reserve and keep available out of
its authorized Ordinary Shares, solely for the purpose of issue upon exercise of
the Warrant, such number of Ordinary Shares as shall then be issuable upon the
exercise of the Warrant.  The Company covenants that all Ordinary
Shares which shall be issuable upon exercise of the Warrant and payment of the
Exercise Price shall, at the time of delivery, be duly and validly issued, fully
paid, nonassessable and free from all taxes, liens and charges with respect to
the issue thereof (other than those which the Company shall promptly pay or
discharge).

     

    (b)           The
Company shall pay all documentary, stamp or similar taxes and other governmental
charges that may be imposed with respect to the issuance of the Warrant, or the
issuance or delivery of any shares upon exercise of the Warrant; provided, however, that if the
Ordinary Shares are to be delivered in a name other than the name of the
Registered Holder of the Warrant Certificate representing the Warrant being
exercised, then no such delivery shall be made unless the person requesting the
same has paid to the Company the amount of transfer taxes or charges incident
thereto, if any.

     

    SECTION
6.     EXCHANGE AND REGISTRATION OF
TRANSFER.  Subject to the restrictions on transfer contained in
the Warrant Certificate and the Subscription Agreement between the Company and
the Holder:

     

    (a)          
 A Warrant Certificate may be exchanged for one or more other Warrant
Certificates representing an equal aggregate number of Warrants of the same
class or may be transferred in whole or in part. Warrant Certificates to be
exchanged shall be surrendered to the Company at its Corporate Office, and upon
satisfaction of the terms and provisions hereof, the Company shall execute,
issue and deliver in exchange therefor the Warrant Certificate or Certificates
which the Registered Holder making the exchange shall be entitled to
receive.

     

    (b)           The
Company shall keep at its Corporate Office books in which, subject to such
reasonable regulations as it may prescribe, it shall register Warrant
Certificates and the transfer thereof in accordance with its regular
practice.  Upon due presentment for registration of transfer of any
Warrant Certificate at its office, the Company shall execute, issue and deliver
to the transferee or transferees a new Warrant Certificate or Certificates
representing an equal aggregate number of Warrants.

     

    (c)          
 With respect to all Warrant Certificates presented for registration of
transfer, or for exchange or exercise, the subscription form on the reverse
thereof shall be duly endorsed, or be accompanied by a written instrument or
instruments of transfer and subscription, in form satisfactory to the Company,
duly executed by the Registered Holder.

     

    
      
         


      

      
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    (d)           The
Company may require payment by such holder of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection
therewith.

     

    (e)          
All Warrant Certificates surrendered for exercise or for exchange in case of
mutilated Warrant Certificates shall be promptly canceled by the Company and
thereafter retained by the Company, or disposed of or destroyed, at the
Company’s sole discretion.

     

    (f)           
Prior to due presentment for registration of transfer thereof, the Company may
deem and treat the Registered Holder of any Warrant Certificate as the absolute
owner thereof and of each Warrant represented thereby (notwithstanding any
notations of ownership or writing thereon made by anyone other than a duly
authorized officer of the Company) for all purposes and shall not be affected by
any notice to the contrary.

     

    SECTION
7.    LOSS OR
MUTILATION.  Upon receipt by the Company of evidence
satisfactory to them of the ownership of and loss, theft, destruction or
mutilation of any Warrant Certificate and (in case of loss, theft or
destruction) of indemnity satisfactory to them, and (in the case of mutilation)
upon surrender and cancellation thereof, the Company shall execute and (in the
absence of notice to the Company that the Warrant Certificate has been acquired
by a bona fide purchaser) deliver to the Registered Holder in lieu thereof a new
Warrant Certificate of like tenor representing an equal aggregate number of
Warrants.  Applicants for a substitute Warrant Certificate shall
comply with such other reasonable regulations and pay such other reasonable
charges as the Company may prescribe.

     

    SECTION
8.     ADJUSTMENT; NO
IMPAIRMENT.

     

    (a)           The
Exercise Price in effect at any time and the number and kind of securities
purchasable upon the exercise of the Warrants shall be subject to adjustment
from time to time in case the Company shall hereafter (i) declare a dividend or
make a distribution on its outstanding Ordinary Shares in Ordinary Shares, (ii)
subdivide or reclassify its outstanding Ordinary Shares into a greater number of
shares, or (ii) combine or reclassify its outstanding Ordinary Shares into a
smaller number of shares, the Exercise Price in effect at the time of such
dividend or distribution or of the effective date of such subdivision,
combination or reclassification shall be adjusted so that it shall equal the
price determined by multiplying the Exercise Price by a fraction, the
denominator of which shall be the number of Ordinary Shares outstanding after
giving effect to such action, and the numerator of which shall be the number of
Ordinary Shares outstanding immediately prior to such action.  Such
adjustment shall be made successively whenever any event listed above shall
occur.

     

    (b)           Whenever
the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to
Sections 8(a), above, the number of Warrant Shares purchasable upon exercise of
this Warrant shall simultaneously be adjusted by multiplying the number of
Ordinary Shares initially issuable upon exercise of this Warrant by the Exercise
Price in effect immediately prior to the adjustment  and dividing the
product so obtained by the as adjusted Exercise Price.

     

    
      
         


      

      
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    (c)         
  No adjustment in the Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least one cent ($0.01) in
such price; provided, however, that any
adjustments which by reason of this Section 8 are not required to be made shall
be carried forward and taken into account in any subsequent adjustment required
to be made hereunder.

     

     (d)           All
calculations under this Section 8 shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be.  Anything in
this Section 8 to the contrary notwithstanding, the Company shall be entitled,
but shall not be required, to make such changes in the Exercise Price, in
addition to those required by this Section 8, as it shall determine, in its sole
discretion, to be advisable in order that any dividend or distribution in
Ordinary Shares, or any subdivision, reclassification or combination of Ordinary
Shares, hereafter made by the Company shall not result in any income tax
liability to the holders of Ordinary Shares or securities convertible into
Ordinary Shares (including the Warrants).

     

     (e)           In
the event that at any time, as a result of an adjustment made pursuant to
Section 8(a) above, the Holder of this Warrant thereafter shall become entitled
to receive any shares of the Company, other than Ordinary Shares, thereafter the
number of such other shares so receivable upon exercise of this Warrant shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Ordinary Shares
contained in Subsection (a) above

     

    (f)           
The Company shall promptly give written notice of any adjustment under this
Section 8 to Registered Holder of the Warrant.

     

    (g)           The
Company will not by amendment of its organizational documents or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issuance
or sale of its securities or any other voluntary action, avoid, or seek to
avoid, the observance or performance of any of the terms to be observed or
performed hereunder, but will at all times in good faith assist in the carrying
out of all provisions hereof and in taking of all such actions and making all
such adjustments as may be necessary or appropriate in order to protect the
rights of the Holder against any impairment.

     

    SECTION
9.    REGISTRATION UNDER THE SECURITIES ACT
OF 1933.  The Holder understands and hereby acknowledges that
the Company is under no obligation to register the Warrant or the Warrant Shares
under the 1933 Act.  The Holder consents that the Company may, if it
desires, permit the transfer of the Warrant or the Warrant Shares out of the
Holder’s name only when the Holder’s request for transfer is accompanied by an
opinion of counsel reasonably satisfactory to the Company that neither the sale
nor the proposed transfer results in a violation of the 1933 Act or any
applicable state "blue sky" laws.

     

    
      
         


      

      
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    SECTION 10.  FRACTIONAL WARRANTS AND FRACTIONAL
SHARES.  If the number of Ordinary Shares purchasable upon the
exercise of the Warrant is adjusted pursuant to Section 8 hereof, the Company
shall nevertheless not be required to issue fractions of shares, upon exercise
of the Warrant or otherwise, or to distribute certificates that evidence
fractional shares.  With respect to any fraction of a share called for
upon any exercise hereof, the Company shall pay to the Holder an amount in cash
equal to such fraction multiplied by the current market value of such fractional
share, as determined by the Company's Board of Directors.

     

    SECTION 11.  WARRANT HOLDER NOT DEEMED
SHAREHOLDER.  No holder of the Warrant shall, as such, be
entitled to vote or to receive dividends or be deemed the holder of Ordinary
Shares that may at any time be issuable upon exercise of the Warrant for any
purpose whatsoever, nor shall anything contained herein be construed to confer
upon the Holder of the Warrant, as such, any of the rights of a shareholder of
the Company or any right to vote for the election of directors or upon any
matter submitted to shareholders at any meeting thereof, or to give or withhold
consent to any corporate action (whether upon any recapitalization, issue or
reclassification of share, change of par value or change of share to no par
value, consolidation, merger or conveyance or otherwise), or to receive notice
of meetings, or to receive dividends or subscription rights, until the Holder
shall have exercised the Warrant and been issued Ordinary Shares in accordance
with the provisions hereof.

     

    SECTION 12.  AGREEMENT OF WARRANT
HOLDERS.  The Holder by his acceptance thereof, consents and
agrees with the Company that:

     

    (a)           The
Warrant is transferable only on the registry books of the Company by the
Registered Holder thereof in person and only if the Warrant Certificates
representing such Warrants are surrendered at the office of the Company, duly
endorsed or accompanied by a proper instrument of transfer satisfactory to the
Company in its sole discretion, together with payment of any applicable transfer
taxes; and

     

    (b)           The
Company may deem and treat the person in whose name the Warrant Certificate is
registered as the holder and as the absolute, true and lawful owner of the
Warrant represented thereby for all purposes, and the Company shall not be
affected by any notice or knowledge to the contrary, except as otherwise
expressly provided in Section 7 hereof.

     

    SECTION 13.  CANCELLATION OF WARRANT
CERTIFICATES.  If the Company shall purchase or acquire the
Warrants, the Warrant Certificate or Warrant Certificates evidencing the same
shall thereupon be canceled by it and retired.  The Company shall also
cancel Ordinary Shares following exercise of the Warrant represented thereby or
delivered to it for transfer, split-up, combination or exchange.

     

    SECTION 14.  MODIFICATION OF
AGREEMENT.  The parties hereto may by supplemental agreement
make any changes or corrections in this Warrant Agreement (i) that it shall deem
appropriate to cure any ambiguity or to correct any defective or inconsistent
provision or manifest mistake or error herein contained; (ii) to reflect an
increase in the number of Warrants which are to be governed by this Warrant
Agreement resulting from an increase in the size of the Offering; or (iii) that
it may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Warrant Certificates.

     

    
      
         


      

      
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    SECTION 15.  NOTICES.  All
notices, requests, consents and other communications hereunder shall be in
writing and shall be deemed to have been made when delivered or mailed first
class registered or certified mail, postage prepaid as follows:  if to
the Registered Holder of a Warrant Certificate, at the address of such holder as
shown on the registry books maintained by the Company; if to the Company: 1
HaMa’alit St., Ha’Sharon Industrial Park, Qadima, Israel; Attention: Chief
Executive Officer.

     

    SECTION 16.  GOVERNING LAW.  This
Warrant Agreement shall be governed by and construed in accordance with the laws
of the State of Israel without giving effect to any conflicts of law rules or
provisions that would cause the laws of any other jurisdiction to be
applied.

     

    SECTION 17.  BINDING
EFFECT.  This Warrant Agreement shall be binding upon and inure
to the benefit of the Company (and its successors and assigns) and the holders
from time to time of Warrant Certificates.  Nothing in this Warrant
Agreement is intended or shall be construed to confer upon any other person any
right, remedy or claim, in equity or at law, or to impose upon any other person
any duty, liability or obligation.

     

    SECTION 18.  TERMINATION.  This
Warrant Agreement shall terminate on the earlier to occur of (i) the close of
business on the second day following the Warrant Expiration Date; or (ii) the
date upon which thus Warrant have been fully exercised.

     

    SECTION 19.  COUNTERPARTS.  This
Warrant Agreement may be executed in several counterparts, which taken together
shall constitute a single document.

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be
duly executed as of the date first above written.

     

    
      
        
          
            
              
                
                  
                    	 
      	
                            VUANCE
      LTD.

                          
	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          
	 
      	 
      
	 
      	
                            HOLDER

                          
	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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    EXHIBIT
A

    TO WARRANT
AGREEMENT

    FORM OF WARRANT
CERTIFICATE

    


    THIS
WARRANT AND ANY ORDINARY SHARES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNTIL (1)
A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT")
SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE ISSUER
OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT
THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED IN CONNECTION WITH
SUCH PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE STATE
SECURITIES LAWS.

     

    553,846
Warrants

     

    VOID
AFTER MARCH 21, 2015

     

    WARRANT
CERTIFICATE FOR PURCHASE OF COMMON SHARE

     

    VUANCE
LTD.

     

    This
certifies that FOR VALUE RECEIVED USD 200,000  or registered assigns
(the "Registered
Holder") is the owner of the number of Warrants ("Warrants") specified
above.  Each Warrant initially entitles the Registered Holder to
purchase, subject to the terms and conditions set forth in this Certificate and
the Warrant Agreement (as hereinafter defined), 553,846 Ordinary Shares at any
time commencing on the Initial Exercise Date and prior to the Expiration Date,
upon the presentation and surrender of this Warrant Certificate with the
Subscription Form attached hereto duly executed, at the Corporate Office,
accompanied by payment of an amount equal to the Exercise Price in lawful money
of the United States of America in cash or by official bank or certified check
made payable to the Company.

     

    This
Warrant Certificate and each Warrant represented hereby are issued pursuant to
and are subject in all respects to the terms and conditions set forth in the
Warrant Agreement (the "Warrant
Agreement"), dated March 21, 2010 (the “Effective Date”) by and
between the Company and Yitzchak Babayov. Capitalized terms used but not defined
herein shall have the meaning ascribed to them in the Warrant
Agreement.

     

    In the
event of certain contingencies provided for in the Warrant Agreement, the
Exercise Price or the number of Ordinary Shares subject to purchase upon the
exercise of each Warrant represented hereby are subject to modification or
adjustment.

     

    
      
         


      

      
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    Each
Warrant represented hereby is exercisable at the option of the Registered
Holder, but no fractional Ordinary Shares will be issued.  In the case
of the exercise of less than all the Warrants represented hereby, the Company
shall cancel this Warrant Certificate upon the surrender hereof and shall
execute and deliver a new Warrant Certificate or Warrant Certificates of like
tenor for the balance of such Warrants.

     

    The term
"Expiration Date" shall mean 5:00 P.M.  (New York time) on March on
the fifth anniversary of the Effective Date.  If such date shall in
the State of New York be a holiday or a day on which the banks are authorized to
close, then the Expiration Date shall mean 5:00 P.M.  (New York time)
the next following day which in the State of New York is not a holiday or a day
on which banks are authorized to close.  The Company may, at its
election, extend the Expiration Date.

     

    This
Warrant Certificate is exchangeable, upon the surrender hereof by the Registered
Holder at the Corporate Office of the Company, for a new Warrant Certificate or
Warrant Certificates of like tenor representing an equal aggregate number of
Warrants, each of such new Warrant Certificates to represent such number of
Warrants as shall be designated by such Registered Holder at the time of such
surrender.  Upon due presentment with any tax or other governmental
charge imposed in connection therewith, for registration of transfer of this
Warrant Certificate at such office, a new Warrant Certificate or Warrant
Certificates representing an equal aggregate number of Warrants will be issued
to the transferee in exchange therefor, subject to the limitations provided in
the Warrant Agreement.

     

    Prior to
the exercise of any Warrant represented hereby, the Registered Holder shall not
be entitled to any of the rights of a shareholder of the Company, including,
without limitation, the right to vote or to receive dividends or other
distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant
Agreement.

     

    Prior to
due presentment for registration of transfer hereof, the Company may deem and
treat the Registered Holder as the absolute owner hereof and of each Warrant
represented hereby (notwithstanding any notations of ownership or writing hereon
made by anyone other than a duly authorized officer of the Company) for all
purposes and shall not be affected by any notice to the contrary.

     

    This
Warrant Certificate shall be governed by and construed in accordance with the
laws of the State of Israel.

     

    
      
         


      

      
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    IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed, manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted
hereon.

     

    
      
        
          
            
              	 
      	
                      VUANCE
      LTD.

                    
	
                      Dated:
      March 22, 2010

                    	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:

                    


            

          

        

      

    

     

    
      
         


      

      
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    SUBSCRIPTION
FORM

     

    To Be
Executed by the Registered Holder

    in Order
to Exercise Warrants

     

    The
undersigned Registered Holder hereby irrevocably elects to exercise Warrants
represented by this Warrant Certificate, and to purchase the securities issuable
upon the exercise of such Warrants, and requests that certificates for such
securities shall be issued in the name of

     

    PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

     

    ______________________________

    ______________________________

    ______________________________

    [please
print or type name and address]

    


    and be
delivered to

     

    ______________________________

    ______________________________

    ______________________________

    [please
print or type name and address]

     

    and if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be
registered in the name of, and delivered to, the Registered Holder at the
address stated below.

     

    
      
        
          	
                  Dated:____________________________

                	
                  Number
      of Warrants Exercised ___________

                
	
                  X_____________________________

                	 
      
	 	 
	
                  ______________________________

                	
                  Check
      if Cashless Exercise Election ________

                
	 
      	
                  (Section
      4(b) of Warrant Agreement)

                
	
                  ______________________________

                	 
      
	 
      	
                  Address

                
	 
      	 
      
	 
      	
                  ______________________

                


        

      

    

    


    Taxpayer
Identification Number

    


    
      	
              __________________________

            
	
              Signature
      Guaranteed

            


    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    ASSIGNMENT

     

    To Be
Executed by the Registered Holder

    in Order
to Assign Warrants

     

    FOR VALUE
RECEIVED, ____________________ hereby sells, assigns and transfers
unto

     

    PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

     

    ______________________________

    ______________________________

    ______________________________

    [please
print or type name and address]

    


     

    _________________________  of
the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints ____________________________________
_______________________________ Attorney to transfer this Warrant Certificate on
the books of the Company, with full power of substitution in the
premises.

     

    Dated:____________________

    X________________________

    


    
      	
              Signature
      Guaranteed

            
	
              _________________________

            


    

    


    THE
SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME
AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (A BANK, SHAREBROKER, SAVINGS
AND LOAN ASSOCIATION OR CREDIT UNION WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM) PURSUANT TO RULE 17Ad-15 OF THE SECURITIES EXCHANGE
ACT

     

    
      
         


      

      
        13