EXHIBIT 24.2


                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Doron Inbar, President and Chief
Executive Officer, and Giora Bitan, Executive Vice President and Chief Executive
Officer, and each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution and re-substitution, for him and in his name, place
and stead, in any and all capacities, to (i) act on, sign and file with the
Securities and Exchange Commission any and all amendments (including
post-effective amendments) to this Registration Statement, together with all
schedules and exhibits thereto, and any subsequent registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together
with all schedules and exhibits thereto, (ii) act on, sign and file such
certificates, instruments, agreements and other documents as may be necessary or
appropriate in connection therewith, (iii) act on, sign and file any supplement
to any prospectus filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and (iv) take any and all actions which may be necessary or
appropriate to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.



/s/ Craig Ehrlich                 Director                       March 24, 2005
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Craig Ehrlich

/s/ Avraham Fischer               Director                       March 24, 2005
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Avraham Fischer