XACCT TECHNOLOGIES 1997 LTD S-1/A

AMENDMENT #3 TO FORM S-1

EXHIBIT 1.1

EXHIBIT 3.3

EXHIBIT 4.1

EXHIBIT 5.1

EXHIBIT 9.4

EXHIBIT 9.5

EXHIBIT 9.6

EXHIBIT 9.7

EXHIBIT 10.1

EXHIBIT 10.4

EXHIBIT 21.1

EXHIBIT 23.1