MTLK Metalink, Ltd. (MM)

PROPOSALS FOR THE 2009 ANNUAL GENERAL MEETING

 ITEM 1 - ELECTION OF DIRECTORS

 The Company currently has a Board of five directors, including two outside
directors. Directors of the Company, other than the outside directors, are
elected at each annual meeting of shareholders.

 At the Meeting, shareholders will be asked to re-elect the following three
(3) directors to serve as members of the Company's Board of Directors: (1) Tzvi
Shukhman; (2) Uzi Rozenberg; and (3) Efi Shenhar.

 If elected, directors who are not executive officers shall not receive
compensation for their service on the Board of Directors or any committee of the
board of directors, but they shall be reimbursed for their expenses for each
Board of Directors meeting attended.

 It is intended that proxies (other than those directing the proxy holders
to vote against the listed nominees or for certain of them or to abstain) will
be voted for the election of the three (3) nominees named above as directors of
the Company, each to hold office until the next annual general meeting or until
his successor shall have duly taken officer.

 The three (3) nominees named above were recommended by all of the
independent directors in accordance with the NASDAQ rules regarding corporate
governance. In the event any one or more of such nominees should be unable to
serve, the proxies will be voted for the election of such other person or
persons as shall be determined by the persons named in the proxy in accordance
with their best judgment. The Company is not aware of any reason why any of the
nominees, if elected, should be unable to serve as a director. In addition, the
Company is not aware of any understandings or agreements with respect to the
future election of any nominees named herein.

 Other than Mr. Rozenberg and Mr. Shenhar, who are brothers, there are no
family relations between the nominees named below. Of the current members of the
Board of Directors, only Tzvi Shukhman is employed by the Company. The other
members of the Board of Directors, Uzi Rozenberg, Efi Shenhar, Naama Zeldis and
Meir Bar-El, have been determined by the Board of Directors to meet the
requirements under the NASDAQ rules to qualify as "independent directors,"
except that Mr. Rozenberg would not be considered independent for purposes of
Audit Committee membership. All members of the Company's Audit Committee are
"independent directors."

 The following information is supplied with respect to each person nominated
and recommended to be elected by the Board of Directors of the Company and is
based upon the records of the Company and information furnished to it by the
nominees. Reference is made to the above chart entitled "Ownership of Ordinary
Shares" for information pertaining to share ownership by certain nominees.

A brief biography of each director nominee is set forth below:

 TZVI SHUKHMAN, a co-founder of the Company, has served as the Company's
Chief Executive Officer from the Company's inception in 1992 and as Chairman of
the Company's Board of Directors, until December 2007. Prior to May 1999, Mr.
Shukhman served as the Company's President. From March 1989 until March 1993,
Mr. Shukhman served as an independent consultant for RAD Data Communications
Ltd. and ECI Telecom Ltd. Prior thereto, Mr. Shukhman served in the Israel
Defense Forces where he founded a group involved in digital signal processing
applications. Mr. Shukhman has an M.Sc. degree from the Technion, Israel
Institute of Technology.

 UZI ROZENBERG, a co-founder of the Company, has served as a director from
1992 until 1997 and August 1999 to the present, and as Chairman of the Company's
Board of Directors from December 2007 to the present. Mr. Rozenberg is also the
founder and Chief Executive Officer of USR Electronics Systems (1987) Ltd. since
February 1987. Mr. Rozenberg served as a director of Orbot Ltd. from 1992 to
1996 and as a director of Gibor Sport Ltd. from 1993 to 1997. Mr. Rozenberg and
Mr. Shenhar are brothers.


 4

 EFI SHENHAR has served as a director since July 1995. Mr. Shenhar is the
Corporate Chief Executive Officer & President of USR Group. Mr. Shenhar
currently serves as a member of the board of directors of USR Electronic Systems
(1987) Ltd. From March 1987 until February 2003, Mr. Shenhar has served as a
Vice President of USR Electronics Systems (1987) Ltd., an electronic
manufacturing services company. Mr. Shenhar has a B.A. in accounting and
economics from Tel Aviv University and an M.B.A. from Herriot Watt University.
Mr. Shenhar is a certified public accountant. Mr. Shenhar and Mr. Rozenberg are
brothers.

 It is proposed that at the Meeting the following resolutions be adopted:

 "RESOLVED, that Tzvi Shukhman be re-elected to serve as a member of the
 Board of Directors of the Company, effective immediately."

 "RESOLVED, that Uzi Rozenberg be re-elected to serve as a member of the
 Board of Directors of the Company, effective immediately."

 "RESOLVED, that Efi Shenhar be re-elected to serve as a member of the Board
 of Directors of the Company, effective immediately."

 Approval of this matter will require the affirmative vote of the holders of
a majority of the voting power represented at the Meeting, in person or by
proxy, and voting on this matter.

 THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF THE SAID NOMINEES.

 ITEM 2 - ELECTION OF OUTSIDE DIRECTOR

 Companies incorporated under the laws of Israel whose shares have been
offered to the public, such as the Company, are required by the Israeli
Companies Law, 5759-1999 (the "Companies Law"), to have at least two "outside
directors." To qualify as an outside director, an individual may not have, and
may not have had at any time during the previous two years, any "affiliations"
with the company or its "affiliates," as such terms are defined in the Companies
Law. In addition, no individual may serve as an outside director if the
individual's position or other activities create or may create a conflict of
interest with his or her role as an outside director. For a period of two years
from termination from office, a former outside director may not serve as a
director or employee of the company or provide professional services to the
company for compensation.

 The outside directors are required to be elected by the shareholders. The
initial term of an outside director is three years and may be extended for one
additional term of three years. Thereafter, he or she may be re-elected by the
Company's shareholders for additional periods of up to three years each only if
the audit committee and the board of directors confirm that, in light of the
outside director's expertise and special contribution to the work of the board
of directors and its committees, the re-election for such additional period is
beneficial to the company. All of the outside directors of a company must be
members of its audit committee and each other committee of a company's board of
directors must include at least one outside director.

 Currently, Ms. Naama Zeldis and Mr. Meir Bar-El serve as the Company's
outside directors.

 Ms. Zeldis was elected as an outside director for a term of three years at
the 2006 annual shareholders meeting. Ms. Zeldis will not stand for re-election.


 5

 Mr. Bar-El was initially elected as an outside director for terms of three
years at the 2002 and at the 2005 annual shareholders meeting. At the 2008
annual shareholders meeting the shareholders re-elected Mr. Bar-El as an outside
director for a third term of three years.

 At the Meeting, shareholders will be asked to elect Ms. Orly Etzion as an
outside director to the Company's Board of Directors for a term of three years.

 For your information, a brief biography of Ms. Orly Etzion is set forth
below:

 ORLY ETZION, is the CFO of Coriolis Wind Inc. From February 2005 until
March 2009, Ms. Etzion served as the CFO of Precede Technologies Ltd. From May
2004 until January 2005, Ms. Etzion served as the CFO of The People's Voice,
Ltd. From October 2002 until April 2004, Ms. Etzion served as the Manager of
finance at Millimetrix Broadband Networks Ltd. and from March 1998 until
February 2002 Ms. Etzion served as the controller of Chromatis networks Ltd. Ms.
Etzion holds a BA degree in Economics from the Tel Aviv University and an MBA
degree, specializing in Finance, from The Colman College.

 The Company's outside directors are entitled to an annual fee of NIS 42,600
(equivalent to approximately $11,290) and an attendance fee of NIS 2,200
(equivalent to approximately $580) per meeting attended.

 It is proposed that at the Meeting the following resolution be adopted:

 "RESOLVED, to elect Ms. Orly Etzion as an outside director of the Company
 for a term of three years."

 Approval of this matter will require the affirmative vote of a majority of
the Ordinary Shares present, in person or by proxy, provided that either (1) at
least one third of the Ordinary Shares of non-controlling shareholders voted at
the meeting vote in favor of election of the outside director or (2) the total
number of Ordinary Shares of non-controlling shareholders voted against the
election of the outside director does not exceed one percent of the aggregate
voting rights in the company.

 THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR APPROVAL
OF THE PROPOSED RESOLUTION.

 ITEM 3 - REVERSE SHARE SPLIT

BACKGROUND

 On August 13, 2008, the Company reported that it received a NASDAQ Staff
Deficiency Letter informing the Company that it was not in compliance with
NASDAQ Marketplace Rule 4320(e)(2)(E)(ii) (now numbered as Marketplace Rule
4450(a)(5)) indicating that the Company's Ordinary Shares had closed below $1.00
per share for the preceding 30 consecutive trading days (the "Bid Price Rule").
The Company was given 180 days to regain compliance with the Bid Price Rule and,
following a temporary suspension by NASDAQ of enforcement of such rule, the
Company now has until November 27, 2009 to regain compliance with such rule.

 If a delisting where to occur, and the Company's Ordinary Shares did not
thereafter qualify for trading on the NASDAQ Capital Market, the Company's
Ordinary Shares may trade on the OTC Bulletin Board or in the "pink sheets"
maintained by the National Quotation Bureau, Inc. These alternatives are
generally considered to be less efficient and less broad-based than the NASDAQ
Capital Market.


 6

PURPOSE OF THE REVERSE SHARE SPLIT

 The purpose of the reverse share split is to increase the market price per
share of the Company's Ordinary Shares. The Company's Board of Directors intends
to effect a reverse share split because it believes that a decrease in the
number of shares outstanding is likely to improve the trading price of the
Company's Ordinary Shares and is necessary to continue its listing on the NASDAQ
Capital Market.

 If the reverse share split is authorized by the Company's shareholders, the
Company's Board of Directors will have the discretion to implement the reverse
share split once during the next twelve months, or effect no reverse share split
at all.

 The Company's Board of Directors has requested that shareholders approve an
exchange ratio range, as opposed to approval of a specified exchange ratio, in
order to give the Board of Directors maximum discretion and flexibility to
determine the exchange ratio based, among other factors, upon prevailing market,
business, economic and regulatory conditions at the time. It is important to
note that it is the intention of the Board of Directors to effect the reverse
share split immediately after the Meeting, unless the Board will conclude that
regulatory, market, business and economic conditions at the time require
otherwise or that the split will not allow the Company to continue to be listed
on the NASDAQ Capital Market. No further action on the part of the shareholders
will be required to either effect or abandon the reverse share split.

 If shareholders approve the reverse share split but no reverse share split
is effected within twelve months after the Meeting, the Board of Director's
authority to effect the reverse share split will terminate.

POSITION OF THE BOARD OF DIRECTORS

 The Company's Board of Directors has unanimously recommended that the
Company's shareholders authorize the Board to effect a reverse share split of
Ordinary Shares at a ratio, to be established by the Board in its sole
discretion, not to exceed one-for-ten, or to abandon the reverse share split.
This would require amendments to the Memorandum and Articles of Association that
would (1) effect the reverse share split by reducing the number of the Company's
issued and outstanding Ordinary Shares, as well as the number of the Company's
authorized but unissued shares, by the ratio to be determined by the Board of
Directors, not to exceed one-for-ten and (2) a proportionate increase in the par
value based on the ratio to be determined by the Board of Directors.

 The Company's Board of Directors has determined that the continued listing
of the Company's Ordinary Shares on NASDAQ is in the best interests of its
shareholders. If the Company's Ordinary Shares were delisted from NASDAQ because
of failure to satisfy the minimum $1.00 price per share requirement, trading in
the Company's Ordinary Shares would have to be conducted on the OTC Bulletin
Board or in the "pink sheets". The Company's Board of Directors currently
believes that the benefits of the reverse share split outweigh the risks
associated with such action, as described below.

RISKS OF A REVERSE SHARE SPLIT

 While the Company's Board of Directors believes that the potential
advantages of a reverse share split outweigh the risks, if the Board does effect
a reverse share split, you should be aware that there is no assurance that:

 o The Company's Ordinary Shares will trade at a price in proportion to
 the reduction in the number of outstanding shares resulting from the
 reverse shares split;


 7

 o the reverse share split will result in a per share price high enough
 to attract and retain employees and strategic partners;

 o the bid price of the Company's Ordinary Shares after a reverse share
 split will be maintained at or above $1.00;

 o the Company's Ordinary Shares will not be delisted from NASDAQ for
 other reasons. In this respect, kindly note that the Company reported
 on September 30, 2009 that the Company received a letter from NASDAQ
 notifying it that it's stockholders' equity does not comply with the
 minimum $2.5 million stockholders' equity requirement for continued
 listing on NASDAQ (the "SE Rule") and that the Company intends to
 exploit the opportunity to submit to NASDAQ, by October 14, 2009, a
 specific plan and timeline to achieve and sustain compliance with the
 SE Rule. While the Company has timely submitted such plan, there is no
 assurance that it will be accepted;

 o the liquidity of the Company's Ordinary Shares will not be adversely
 affected by the reduced number of shares that would be outstanding
 after the reverse share split;

 o engaging in a reverse share split will not be perceived in a negative
 manner by investors, analysts or other stock market participants; or

 o the reverse share split will not result in some shareholders owning
 "odd-lots" of less than 100 Ordinary Shares, potentially resulting in
 higher brokerage commissions and other transaction costs than the
 commissions and costs of transactions in "round-lots" of even
 multiples of 100 shares.

EFFECTS OF THE REVERSE SHARE SPLIT ON THE COMPANY'S ORDINARY SHARES

 A reverse share split will reduce the number of Ordinary Shares issued and
outstanding and the number of shares authorized but unissued, into a
proportionately fewer number of Ordinary Shares. It will also result in a
further adjustment of the par value of the Company's Ordinary Shares. For
example, if the Company's Board of Directors implements a one-for-five reverse
share split of the Company's Ordinary Shares, then a shareholder holding 500
Ordinary Shares, NIS 0.10 par value, before the reverse share split would hold
100 Ordinary Shares, NIS 0.50 par value, after the reverse share split, and the
number of the Company's authorized Ordinary Shares will decrease from 50,000,000
to 10,000,000 Ordinary Shares and the number of Ordinary Shares outstanding
would decrease from 25,738,732 to 5,147,746 (without giving effect to the
results of rounding of fractional shares). However, each shareholder's
proportionate ownership of the issued and outstanding Ordinary Shares
immediately following the effectiveness of the reverse share split would remain
the same.

 The reverse share split will also affect the outstanding options under the
Company's equity incentive plans and outstanding warrants. Generally, such
securities include provisions providing for adjustments to the number of
Ordinary Shares in the event of a reverse share split in order to maintain the
same economic effect. For example, if the Company's Board of Directors
implements a one-for-five reverse share split, each of the outstanding options
to purchase the Company's Ordinary Shares would represent the right to purchase
that number of Ordinary Shares equal to 20% of the Ordinary Shares previously
covered by the options and the exercise price per share would be five times the
previous exercise price.

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

 THE FOLLOWING DISCUSSION SUMMARIZING CERTAIN U.S FEDERAL INCOME TAX
CONSEQUENCES IS BASED ON THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND IS
FOR GENERAL INFORMATION ONLY. IT DOES NOT DISCUSS CONSEQUENCES THAT MAY APPLY TO
SPECIAL CLASSES OF TAXPAYERS (E.G., NON-RESIDENT ALIENS OR BROKER-DEALERS). IT
ALSO DOES NOT DISCUSS STATE AND LOCAL TAX ISSUES. SHAREHOLDERS ARE URGED TO
CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR CONSEQUENCES TO THEM.


 8

 In very general terms, a reverse share split will not result in the
recognition of gain or loss for U.S. federal income tax purposes. The adjusted
tax basis of the aggregate number of new Ordinary Shares will be the same as the
adjusted basis of the aggregate number of Ordinary Shares held by a shareholder
immediately prior to the reverse share split and the holding period of the
Ordinary Shares after the reverse share split will include the holding period of
the Ordinary Shares held prior to the reverse share split. No gain or loss will
be recognized by the Company as a result of the reverse share split.

CERTAIN ISRAELI TAX CONSEQUENCES

 THE FOLLOWING DISCUSSION SUMMARIZING CERTAIN ISRAELI INCOME TAX
CONSEQUENCES IS BASED ON THE ISRAELI INCOME TAX ORDINANCE, 1961-5721, AS
AMENDED, AND THE POLICY OF THE ISRAELI TAX AUTHORITY AS CURRENTLY IN PLACE, AND
IS FOR GENERAL INFORMATION ONLY. SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS TO DETERMINE THE PARTICULAR CONSEQUENCES TO THEM.

 Generally, a reverse share split will be viewed for Israeli tax purposes as
a sale of the Ordinary Shares held by each shareholder, with the consideration
being the new Ordinary Shares received in the reverse share split. Such sale of
Ordinary Shares will generally be viewed as a tax event for Israeli tax purposes
and will result in the recognition of gain or loss for Israeli income tax
purposes, unless an applicable exemption is provided in Israeli tax law or under
an applicable treaty for the prevention of double taxation which exists between
the State of Israel and the country of residence of the shareholder.

 However, the Company has approached the Israeli Tax Authority in order to
obtain an advanced tax ruling that will provide that Israeli tax will not be
chargeable on the reverse share split. Such ruling is also expected to provide
that the adjusted tax basis of the aggregate number of new Ordinary Shares will
be the same as the adjusted tax basis of the aggregate number of Ordinary Shares
held by a shareholder immediately prior to the reverse share split, and that for
Israeli tax purposes the holding period of the new Ordinary Shares after the
reverse share split will include the holding period of the Ordinary Shares held
prior to the reverse share split. There is no assurance that the Company will
obtain such ruling.

FRACTIONAL SHARES

 In order to avoid the expense and inconvenience of issuing fractional
shares in connection with the reverse share split, the Company intends to round
any fractional share that results from the reverse share split to the nearest
whole share, with a half share being rounded upward.

NO APPRAISAL RIGHTS

 No appraisal rights are available under the Israeli Companies Law or under
the Company's Articles of Association to any shareholder who dissents from the
proposal to approve the reverse share split.

ADDITIONAL INFORMATION

 If and when the Company's Board of Directors resolves to effect the reverse
share split, the Company will publicly announce the same, including the ratio
and additional details regarding the reverse share split, such as exchange of
share certificates etc.

 It is therefore proposed that at the Meeting the following resolutions be
adopted:

 "RESOLVED, that the Board of Directors is authorized, in its discretion (as
described below), to effect a reverse share split of the Company's Ordinary
Shares at a ratio not to exceed one-for-ten;


 9

 RESOLVED, that the Board of Directors is authorized to determine whether or
not to effect the reverse share split, and if so, to determine the effective
date (to be no later than 12 months following the date of this shareholder
resolution) and the ratio of the reverse share split (not to exceed
one-for-ten), as in the discretion of the Board of Directors is necessary or
desirable to maintain the listing of the Ordinary Shares on the NASDAQ Stock
Market based on the market, business and economic conditions prevailing at the
time of such determination and such other factors deemed relevant by the Board
of Directors, such determination to be conclusive evidence of the necessity or
desirability thereof; and that, if the Board of Directors resolves to effect the
reverse share split, then, simultaneously, the par value of each Ordinary Share
(currently, NIS 0.10) shall be increased in the ratio of the reverse share
split;

 RESOLVED, that, if the reverse share split is effected, the issuance of
such number of Ordinary Shares as is necessary, at the discretion of the Board
of Directors, to treat fractional shares resulting from the reverse share split
is hereby authorized;

 RESOLVED, that, if the reverse share split is effected, in order to reflect
the foregoing resolutions, Article 4 of the Amended and Restated Articles of
Association of the Company and Section 4(a) of the Company's Memorandum of
Association, as amended, be amended to read as follows:

 `The share capital of the Company is Five Million New Israeli Shekels (NIS
 5,000,000) divided into [______________ (________)] Ordinary Shares, par
 value NIS [__] each.' [BLANKS TO BE COMPLETED FOLLOWING DETERMINATION OF
 THE REVERSE SHARE SPLIT RATIO]

 RESOLVED, that if any amendment to the Amended and Restated Articles of
Association or the Memorandum of Association of the Company is approved, at any
time and from time to time, the Board of Directors of the Company shall be
authorized, in its discretion, to restate the Articles of Association or
Memorandum of Association of the Company, as applicable, to reflect such
amendments."

 Approval of this matter will require the affirmative vote of the holders of
a majority of the voting power represented at the Meeting, in person or by
proxy, and voting on this matter.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED
RESOLUTIONS.

 ITEM 4 - REAPPOINTMENT OF AUDITORS

 At the Meeting, the shareholders will be asked to approve the reappointment
of Brightman Almagor & Co., Certified Public Accountants (Israel), a member of
Deloitte Touche Tohmatsu, as the Company's auditors until the next annual
general meeting of shareholders. The auditors have no relationship with us or
with any of the Company's affiliates, except as auditors and, to a limited
extent, as tax consultants. The Audit Committee and Board of Directors believe
that such limited non-audit function does not affect the independence of
Brightman Almagor & Co.

 At the Meeting, the shareholders will also be asked to authorize the Board
of Directors of the Company to fix the compensation of the Company's auditors in
accordance with the volume and nature of their services, or to delegate such
power to the Audit Committee of the Board of Directors. With respect to the year
2008, the Company paid Brightman Almagor & Co. and its affiliates US$40,000 for
auditing services and approximately US$3,500 for other services.


 10

 It is proposed that at the Meeting the following resolutions be adopted:

 "RESOLVED, that Brightman Almagor & Co., certified Public Accountants
 (Israel) a member of Deloitte Touche Tohmatsu, is hereby appointed as the
 auditors of the Company until immediately following the next annual general
 meeting of shareholders."

 "RESOLVED, that theF Board of Directors of the Company be authorized to fix
 the compensation of the independent auditors in accordance with the volume
 and nature of their services, or to delegate such power to the Audit
 Committee of the Board of Directors."

 Approval of this matter will require the affirmative vote of a majority of
the Ordinary Shares present at the Meeting, in person or by proxy, and voting on
this matter.

 THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR APPROVAL
OF THE ABOVE RESOLUTIONS.

 ITEM 5 - REVIEW AND CONSIDERATION OF THE FINANCIAL STATEMENTS OF THE COMPANY

 In accordance with applicable Israeli law, at the Meeting, the audited
financial statements of the Company for the year ended December 31, 2008 and the
related auditor's report in respect thereof will be presented and discussed.

 The audited financial statements of the Company for the year ended December
31, 2008 and the related auditor's report were filed with the Securities and
Exchange Commission ("SEC") under a Report on Form 20-F on June 29, 2008, and is
available at the SEC's website, www.sec.gov and at the Company's website,
www.MTLK.com. None of the auditors' report and the financial statements or the
contents of the Company's website form part of the proxy solicitation material.

 We received an exemption from the requirements of NASDAQ to include the
audited financial minutes in the mailing of this proxy statement.

 This item will not involve a vote of the shareholders.

 ITEM 6 - OTHER MATTERS

 It is not anticipated that any matters other than those on the agenda
described above will be presented at the Meeting. If any other matters are
properly presented to the Meeting, the persons named on the enclosed proxy will
have discretionary authority to vote all proxies on such matters in accordance
with their best judgment.

 /s/ UZI ROZENBERG

 CHAIRMAN OF THE BOARD OF DIRECTORS

Dated: November 26, 2009


 11

 METALINK LTD.

 PROXY

The undersigned hereby appoints Tzvi Shukhman, and Yuval Ruhama, and each of
them, attorneys, agents and proxies of the undersigned, with full power of
substitution to each of them, to represent and to vote on behalf of the
undersigned all the Ordinary Shares in Metalink Ltd. (the "Company") which the
undersigned is entitled to vote at the 2009 Annual General Meeting of
Shareholders (the "Annual Meeting") to be held at Metalink's offices in Yakum
Business Park, Yakum, Israel, on December 29, 2009, at 6:00 p.m. (Israel time),
and any postponement or adjournment thereof, upon the following matters, which
are more fully described in the Notice of Annual General Meeting of Shareholders
and Proxy Statement relating to the Annual Meeting, available at the Company's
website, www.MTLK.com. This Proxy, when properly executed, will be voted in the
manner directed herein by the undersigned. If no direction is made with respect
to any matter, this Proxy will be voted FOR such matter. Any and all proxies
heretofore given by the undersigned are hereby revoked.

[X] Please mark your votes as in this example using dark ink only

--------------------------------------------------------------------------------
 1. Re-Election of Tzvi Shukhman, Uzi Rozenberg and Efi Shenhar as
 directors
--------------------------------------------------------------------------------

 [_] FOR all nominees listed above (except those whose names have been
 crossed out or written on the line below)

 [_] AGAINST all nominees listed above

 To withhold authority to vote for any individual nominees listed above,
 cross out that nominee's name.

 To vote against any individual nominee listed above, write that nominee's
 name on the line below.

--------------------------------------------------------------------------------
 2. Election of Ms. Orly Etzion as an outside director for a three-year
 term.
--------------------------------------------------------------------------------

 [_] FOR [_] AGAINST [_] ABSTAIN

--------------------------------------------------------------------------------
 3. To authorize the Board of Directors to effect a reverse share split of
 the Ordinary Shares at a ratio not to exceed one-for-ten and to
 approve related amendments to the Company's Memorandum and Articles of
 Association.
--------------------------------------------------------------------------------

 [_] FOR [_] AGAINST [_] ABSTAIN

--------------------------------------------------------------------------------
 4. Reappointment of Brightman Almagor & Co., Certified Public Accountants
 (Israel), a member of Deloitte Touche Tohmatsu, as the Company's
 independent auditors until the next annual general meeting of
 shareholders.
--------------------------------------------------------------------------------

 [_] FOR [_] AGAINST [_] ABSTAIN

In their discretion, the proxies are authorized to vote upon such other matters
as may properly come before the Annual General Meeting or any adjournment or
postponement thereof. The undersigned acknowledges receipt of the Notice of
Annual General Meeting of Shareholders and Proxy Statement of the Company
relating to the Annual Meeting.

____________________Date: ______,2009_______________________
 SIGNATURE

Date___________________________,2009_______________________
 SIGNATURE IF HELD JOINTLY TITLE (if applicable)

Please date, sign exactly as your name appears on this proxy and promptly return
in the enclosed envelope. In the case of joint ownership, each owner should
sign. Otherwise, the signature of the senior owner who votes shall be accepted
to the exclusion of the vote(s) of the other joint owner(s); for this purpose,
seniority shall be determined by the order in which the names appear in the
shareholders register. When signing as attorney, executor, administrator,
trustee or guardian, or in any other similar capacity, please give full title.
If a corporation, sign in full corporate name by president or other authorized
officer, giving title, and affix corporate seal. If a partnership, sign in
partnership name by authorized person.

 THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

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