<PAGE>
EXHIBIT 4.1
FORM OF
RADVIEW SOFTWARE LTD.
INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL
ORDINARY SHARES NEW ISRAELI SHEKELS (NIS) 0.01 PAR VALUE PER SHARE
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP_________
This Certifies that
is the Registered Holder of
FULLY PAID AND NONASSESSABLE ORDINARY SHARES of RADVIEW SOFTWARE LTD.
(hereinafter called the "Corporation") transferable on the books of the
Corporation by said owner in person or by duly authorized attorney, in
accordance with the Corporation's Articles of Association and Memorandum and all
amendments thereto and as prescribed by applicable law. This certificate and the
shares represented hereby are issued and shall be held subject to all the
provisions of the Articles of Association and Memorandum of Association of the
Corporation and all amendments thereto, copies of which are on file at the
office of the Transfer Agent, and the holder hereof, by acceptance of this
certificate, consents to and agrees to be bound by all of said provisions. This
certificate is not valid unless countersigned and registered by the Transfer
Agent and Registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to issued .
Dated:
--------------------------------- -------------------------------------
Chief Financial Officer President and Chief Executive Officer
Countersigned and Registered:
EQUISERVE TRUST COMPANY, N.A. (MASSACHUSETTS)
Transfer Agent and Registrar
By:
-----------------------------
Authorized Signature
<PAGE>
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 under Uniform Gifts to Minors
survivorship and not as tenants Act __________________________
in common (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)
--------------------------------------------------------------------------------
(PLEASE INSERT NUMBER OF SHARES TRANSFERRED) of the ordinary shares represented
by the within certificate, and do hereby irrevocably constitute and appoint
__________________________________________________________ Attorney to transfer
the said stock on the books of the within named Corporation with full power of
substitution in the premises.
Dated________________________________
X_______________________________
X_______________________________
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,
stock-brokers, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program), pursuant to S.E.C. rule
17Ad-15.
<PAGE>
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
