[FACE
        OF
        CERTIFICATE]

       

      
        	
                NUMBER 

              	 	 
	
                SVN 

              	 	
                SHARES 

              
	 	 	 
	
                INCORPORATED
                  UNDER THE 
LAWS OF THE STATE OF ISRAEL

              	
                SCOPUS
                  VIDEO NETWORK LTD.

              	
                SEE
                  REVERSE FOR CERTAIN DEFINITIONS

              
	 	 	 
	
                 

              	 	
                 CUSIP

              


      

       

       

       

      


      This
        Certifies that is the record holder of

      FULLY
        PAID AND NONASSESSABLE ORDINARY SHARES, NIS 1.4 PAR VALUE, OF

      


      SCOPUS
        VIDEO NETWORK LTD.

      transferable
        on the books of the Company by the holder hereof, in person or by duly
        authorized attorney upon surrender of this Certificate properly endorsed.
        This
        Certificate is not valid unless countersigned by the Transfer Agent and
        registered by the Registrar. The Stock evidenced by this Certificate is not
        an
        account of an insurable type and is not insured by the Federal Deposit Insurance
        Corporation.

      


      Witness
        the facsimile signatures of the Company’s duly authorized officers.

      


      Dated

      


      
        
          

        

      

      COUNTERSIGNED
        AND REGISTERED:

      THE
        BANK OF NEW YORK

      (NEW
        YORK, NY)

      


      TRANSFER
        AGENT 

      AND
        REGISTRAR

      BY

      AUTHORIZED
        OFFICER

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [REVERSE
        OF CERTIFICATE]

      


      SCOPUS
        VIDEO NETWORK LTD.

      


      The
        following abbreviations, when used in the inscription on the face of this
        certificate, shall be construed as though they were written out in full
        according to applicable laws or regulations:

      


      


      
        	
                TEN
                  COM 

              	
                -

              	
                as
                  tenants in common

              	 	
                UNIF
                  GIFT MIN ACT - 

              	
                
                  _______ 
                    Custodian   _______

                

              
	
                TEN
                  ENT 

              	
                -

              	
                as
                  tenants by the entireties

              	 	 	
                (Cust)

              	
                (Minor)

              
	
                JT
                  TEN 

              	
                -

              	
                as
                  joint tenants with right of survivorship and not as tenants in
                  common

              	 	 	
                under
                  Uniform Gifts to Minors Act _______________

              
	 	 	 	 	 	
                (State)

              
	 	 	 	 	
                UNIF
                  TRF MIN ACT - 

              	
                _______ 
                  Custodian (until age ___ )   _______

              
	 	 	 	 	 	
                (Cust)

              	
                (Minor)

              
	 	 	 	 	 	
                _____________under
                  Uniform Transfers 

              
	 	 	 	 	 	
                (Cust)

              	 
	 	 	 	 	 	
                to
                  Minors Act _________

              
	 	 	 	 	 	 	
                (State)

              


      

      


      Additional
        abbreviations may also be used though not in the above list.

      


      FOR
        VALUE
        RECEIVED, __________________________ hereby sell, assign and transfer
        unto

      


      
        	
                PLEASE
                  INSERT SOCIAL SECURITY OR 
OTHER IDENTIFYING NUMBER OF
                  ASSIGNEE

              	 
	 	 


      

      


      


      


      
        
          

        

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
        ASSIGNEE)

      


      
        
          

        

      

       

      
        

      

    

     

    
      
        
          

        



      Shares
        of
        the ordinary shares represented by the within Certificate, and do hereby
        irrevocably constitute and appoint

      
         

        
          

        

      

      Attorney
        to transfer the said shares on the books of the within named Company with
        full
        power of substitution in the premises.

      


      Dated
        _____________________________

       

      
 

      
        

      

    

     

     

    
      	
            	
              NOTICE:

            	
              THE
                SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
                UPON
                THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
                OR
                ENLARGEMENT OR ANY CHANGE WHATEVER.


            


    

    


    Signature(s)
      Guaranteed:


    


    
      	 	 
	
              THE
                SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
                (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
                WITH
                MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE GUARANTEE PROGRAM),
                PURSUANT
                TO S.E.C. RULE 17Ad-15.