1. Harnessing the Potential of the North American Capital Markets The IPO in Canada – What Management Needs to Know Stock Exchange Listing In Canada

2. Why Go Public on the TSX? Some Notable Benefits for Israeli Tech Co’s  TSX is a senior market for well established businesses  Access to North American Capital

3. Why Go Public on the TSX? – (con’t)  Analyst Coverage of Technology Companies  Corporate Governance Meets North American Investor Standards  Straight Forward Listing Application Process and Lower Costs

4. Do You Have What it Takes General TSX Listing Criteria for Technology Companies  At least 300 shareholders and least 1 million shares in public float at a total value of Cdn$10M  Minimum market value of Cdn$50 million  Minimum of Cdn$10 million cash in treasury (raised via prospectus)  Funds to cover expenses, R&D and capital expenditures and requirements 1 year

5. Do You Have What it Takes – (con’t)  Adequate working capital to cover planned development  Product and services and operating history at an advanced stage  Management talent and expertise to develop the business  Less demanding requirements for a TSX Venture Exchange Listing

6. How to Get Started  Establish an Internal IPO Team  Keeping your eye on the ball  Interview and Retain Canadian External Advisors  Investment Bank  Audit Firm  Law Firm  Transfer Agent

7.  Is It Expensive?  Competitive (but costs should be considered relative to amount of dollars raised on the IPO)  Cdn$750,000 - Cdn$1,250,000 (includes audit, legal, translation and transfer agent costs but does not include underwriters’ fee)  How long does it take?  3 – 6 months How to Get Started – (con’t)

8. Other Key Items to Consider  Management  Management must have adequate experience and adequate public company experience  Officers, directors and holders of more than 10% of outstanding voting securities must provide details of their background, business experience and industry knowledge

9. Other Key Items to Consider – (con’t)  Regulators and TSX will perform background checks to help determine if there are any integrity or compliance issues (must file PIF’s)

10. Other Items to Consider (con’t)  Board of Directors  At least a majority of the directors of a public company should be independent directors  Ample time during the IPO process to recruit independent directors  One or more Canadian resident directors may be required

11. Other Items to Consider – (con’t)  Audit Committees  All Canadian public companies must have an audit committee comprised of at least three independent directors who are financially literate  Other Recommended Board Committees (for example, corporate governance and compensation committees)

12. The Prospectus  “full, true and plan” disclosure of all material facts  Minimum Disclosure – Canadian Legal Requirements  Description of the Business and Strategy for Success  A tell-all about your “secret sauce”  Audited Financial Statements for the past 3 years  US GAAP or IFRS are accepted by the TSX  Audited Financial Projections (Optional)  All financial projections must stem from Audited projections

13. The Prospectus – (con’t)  Minimum Disclosure – Canadian Legal Requirements  Risk Factors  Securities Laws requires the prospectus to provide an extensive list of risks that are relevant to the company about to go public and the industry  Due Diligence  The contents of the prospectus is supported by extensive due diligence which is time consuming and labour intensive

14. Ongoing Reporting Requirements  Unaudited Quarterly Financial Statements  Audited Annual Financial Statements  Annual Information Form (similar to Form 10-K in US)  Proxy Circular (Annual General Meeting)  Ongoing costs (Cdn$250,000 – Cdn$500,000)

15. Filing the Prospectus  Filing a Preliminary Prospectus with regulators  Receipt of comments from regulators within 15 business days  TSX has an open door policy when dealing with comments  Filing final prospectus  Escrow Requirements

16. Case Study of a Recent International Listing Harmony Asset Limited: Recent Success Story  HKSE listed investment company investing in both publicly listed and private companies  Successfully commenced trading on TSX on June 29, 2007  Funding: Satisfied by successfully completing an oversubscribed private placement in Canada  No practical difference between a Hong Kong and Israeli Company

17. Michael Melanson Partner Fraser Milner Casgrain LLP Toronto, Canada 1-416-863-4382 michael.melanson@fmc-law.com Andrew Elbaz Associate Fraser Milner Casgrain LLP Toronto, Canada 1-416-863-4569 andrew.elbaz@fmc-law.com Tom Houston Managing Partner Fraser Milner Casgrain LLP Ottawa, Canada 1-613.783.9611 tom,houston@fmc-law.com FMC Key Contacts