Exhibit 4.1

                   AMENDMENT TO PERSONAL EMPLOYMENT AGREEMENT

This Agreement (the "Agreement"),  which shall be effective as of June 22, 2005,
is made by and among  m-Wise,  Inc., a company  organized  under the laws of the
State of Delaware,  USA (the  "Company"),  the Company with principal  places of
business at 3 Sapir St., Herzliya 46728; and Gabriel (Gabi) Kabazo,  residing at
456 Moberly Road, Vancouver, Canada (the "Employee").

                                   WITNESSETH

WHEREAS, the Company desires to issue Employee 5,000,000 shares of the Company's
      common stock (the  "Shares")  valued at the closing price of the Company's
      common stock on the day prior to the date hereof; and

WHEREAS, the Employee  agrees to render  services  subject to and in  accordance
      with the provisions of the Personal Employment  Agreement dated October 1,
      2002 ("Employment Agreement").

NOW THEREFORE,  in consideration of the mutual promises  contained  herein,  and
intending to be legally  bound,  the parties  hereto hereby declare and agree as
follows:

1.    Issuance of the Shares

1.1   The  Company  agrees to issue the Shares to the  Employee  for  serving as
      Chief Financial Officer of the Company.

1.2   The Employee  acknowledged  and agreed to perform the services  consistent
      with the Employment Agreement.

      The  Employee  acknowledges  and agrees that the issuance of the Shares is
      subject to the Employment Agreement.

1.3   The Employee and the Company  acknowledge that the Shares are being issued
      for valid  services  rendered and do not relate to any  investor  relation
      services  and are not  being  issued  in  connection  with  any  financing
      undertaken by the Company.

2.    Term and Termination

2.1   This  Agreement  shall be in  effect  as of the  date  hereof,  and  shall
      continue  to be in full force and effect for an  undefined  period,  until
      terminated as hereafter provided.

2.2   Upon termination of the employment  relationship  pursuant to Section 5 of
      the Employment  Agreement the Company will not have any further obligation
      or liability under this Agreement.

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3.    Entire Agreement; Amendment; Severability

3.1.  This Agreement constitutes the entire agreement between the parties hereto
      with  respect  to  the  subject  matter  hereof  and  contains  all of the
      promises, understandings,  undertakings, and other representations made by
      the parties to each other, all of which are merged herein.

3.2.  This  Agreement  shall  prevail over any prior  agreement,  understanding,
      promise or  undertaking  of the  parties,  whether  written or oral,  with
      respect to the subject matter hereof, all of which are merged herein.

3.3.  This  Agreement  shall not be amended,  modified  or varied  other than by
      written  instrument  executed  by both  parties or their  duly  authorized
      representatives.

3.4.  No  failure or delay of either  party  hereto in  exercising  any power or
      right  hereunder shall in any way restrict or diminish such party's rights
      and powers under this  Agreement,  or operate as a waiver of any breach or
      non-performance by either party of any of the terms or conditions hereof.

3.5.  If any provision of this Agreement (including any sentence, clause or part
      thereof)  shall  be  adjudicated  to be  invalid  or  unenforceable,  such
      provisions  shall be deemed  amended to delete  therefrom the portion thus
      adjudicated  to be invalid or  unenforceable,  such deletion to apply only
      with  respect  to the  operation  of  such  provision  in  the  particular
      jurisdiction  in which such adjudicate is made. Any  determination  of the
      invalidity or unenforceability of any provision of the Agreement shall not
      affect the remaining provisions hereof unless the business purpose of this
      Agreement is substantially frustrated thereby.

4.    Notice; Addresses

4.1.  The addresses of the parties hereto for purposes of this  Agreement  shall
      be the  addresses  set forth above,  or any other  address  which shall be
      provided by due notice.

4.2.  All notices in connection  with this Agreement shall be sent by registered
      mail,  transmitted  by  facsimile  or other  electronic  communication  or
      delivered by hand to the addresses set forth above, and shall be deemed to
      have been delivered to the other party, if sent by registered  mail, three
      (3) business days from the date of mailing;  or if delivered by hand, upon
      actual  delivery or proffer of  delivery.  Delivery by  facsimile or other
      electronic  communication shall be deemed to have received upon electronic
      confirmation of receipt.

5.    Miscellaneous

5.1.  The preamble to this Agreement constitutes an integral part hereof.

5.2.  Headings are included for convenience purposes only and are not to be used
      in interpreting this Agreement.

5.3.  The  provisions  of this  Agreement  are in lieu of any  provisions of any
      collective bargaining agreement,  and therefore,  no collective bargaining
      agreement shall apply with respect to the relationship between the parties
      hereto (subject to the applicable lawful provisions).

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5.4.  This  Agreement  is personal  and  non-assignable  by the  Employee.  This
      Agreement  shall  inure  to  the  benefit  of  the  Company  and  m-Wise's
      successors and assigns.

5.5.  It is hereby  agreed  between  the  parties  that the laws of the State of
      Israel shall apply to this Agreement and that the sole and exclusive place
      of  jurisdiction  in any matter arising out of or in connection  with this
      Agreement shall be the applicable court of the Tel-Aviv-Jaffa District.


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IN WITNESS WHEREOF the parties affix their  signatures  hereto,  effective as of
the date first above written.

M-WISE, INC.                              GABRIEL KABAZO


Signature: /s/ Shay Ben Asulin            Signature: /s/ Gabriel Kabazo
          ----------------------------              ----------------------------
          Name:  Shay Ben Asulin
          Title: Chairman