Exhibit 1

I.I.S. INTELLIGENT INFORMATION SYSTEMS LIMITED

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

November 27, 2001

Notice is hereby given that the Annual General Meeting of
Shareholders (the "Annual General Meeting" or the "Meeting") of I.I.S.
Intelligent Information Systems Limited ("IIS" or the "Company") will be held on
December 23, 2001, at the offices of the Company, located at Twin Towers, 33
Jabotinsky Street, Ramat Gan 52511, Israel, at 10:30 A.M. local time, for the
following purposes:

(a) To elect one director to hold office pursuant to the Articles of
Association;

(b) To receive and consider the Directors' Report and the Audited
Consolidated Financial Statements of the Company and its subsidiaries for the
year ended December 31, 2000; and

(c) To reappoint the Company's auditors and to authorize the Board of
Directors to fix the remuneration of the auditors in accordance with the volume
and nature of their services.

Shareholders of record at the close of business on November
23, 2001 are entitled to notice of and to vote at the Meeting.

Shareholders who are unable to attend the Meeting in person
are requested to complete, date and sign the enclosed form of proxy and return
it promptly in the enclosed pre-addressed envelope. No postage is required if
mailed in the United States. Shareholders who attend the Meeting may revoke
their proxy and vote their shares in person.

In accordance with the Company's Articles of Association, all
proxies must be received by American Stock Transfer and Trust Company, the
Company's transfer agent, or by the Company at its registered office, located at
Twin Towers, 33 Jabotinsky Street, Ramat Gan 52511, Israel, at least 48 hours
prior to the Meeting to be validly included in the tally of Ordinary Shares
voting at the Meeting.

According to the Articles of Association, the quorum at the
Meeting shall be two shareholders present in person or by proxy, holding or
representing twenty five percent (25%) of the total voting rights in the
Company. If within half an hour from the time appointed for the holding of the
Meeting a quorum is not present, the Meeting shall stand adjourned to the same
day in the next week at the same time and place or any time and hour as the
Directors shall designate and state in a notice to the shareholders entitled to
vote at the original meeting, and if, at such adjourned meeting, a quorum is not
present within half an hour from the time appointed for holding the Meeting, any
two shareholders present in person or by proxy shall be a quorum.

This notice shall serve as notice of such adjourned meeting if no quorum is
present at the original date and time and no further notice of the adjourned
meeting will be given to shareholders.

Joint holders of Ordinary Shares should take note that,
pursuant to Article 40 of the Articles of Association of the Company, the vote
of the senior of the joint holders of any share who tenders a vote, whether in
person or by proxy, will be accepted to the exclusion of the vote(s) of the
other registered holder(s). For this purpose, seniority will be determined by
the order in which the names stand in the Shareholders Register.

By Order of the Board of Directors,

/s/ Robi Hartman

Robi Hartman
Chairman of the Board of Directors

The Annual Report of the Company for the fiscal year ended December 31, 2000,
including Audited Consolidated Financial Statements, is enclosed herewith, but
is not part of the proxy solicitation materials.

I.I.S. INTELLIGENT INFORMATION SYSTEMS LIMITED
Twin Towers, 33 Jabotinsky Street
Ramat Gan 52511, Israel

--------------------

PROXY STATEMENT

--------------------

This proxy statement is furnished to the holders of Ordinary
Shares, NIS 0.003 nominal value per share (the "Ordinary Shares"), of I.I.S.
Intelligent Information Systems Limited, an Israeli company ("IIS" or the
"Company"), in connection with the solicitation of proxies for use at the Annual
General Meeting of Shareholders (the "Annual General Meeting" or the "Meeting")
scheduled to be held on December 23, 2001, at the offices of the Company, Twin
Towers, 33 Jabotinsky Street, Ramat Gan 52511, Israel at 10:30 A.M. local time
or at any adjournment or postponement thereof. A form of proxy for use at the
Meeting and a return envelope for the proxy are also enclosed. Shareholders may
revoke their proxies at any time before the effective exercise thereof by filing
with the Company a written notice of revocation or duly executed proxy bearing a
later date, or by voting in person at the Meeting. Unless otherwise indicated on
the form of proxy, Ordinary Shares represented by a proxy in the enclosed form,
if the proxy is properly executed and received by the Company prior to the
Meeting, will be voted in favor of all the matters to be presented at the
Meeting, as described below.

It is proposed that at the Meeting: (a) one member of the
Board of Directors be elected to hold office pursuant to the Articles of
Association; (b) the Directors' Report and Audited Consolidated Financial
Statements of the Company and its subsidiaries for the year ended December 31,
2000 be received and considered; and (c) the Company reappoint its auditors and
authorize the Board of Directors to fix the remuneration of the auditors in
accordance with the volume and nature of their services.

Proxies for use at the Meeting are being solicited by the
Board of Directors of the Company. Proxies will be mailed on or about November
27, 2001 to shareholders of record at the close of business on November 23,
2001, and will be solicited mainly by mail, but additional solicitation may be
made by telephone, telecopier or other means of communication or personal
contact by certain officers, directors and regular employees of the Company,
none of whom will receive any additional compensation therefor. The Company will
bear the cost of solicitation of the proxies, including postage, printing and
handling, and will reimburse the reasonable expenses of brokerage firms and
others for forwarding material to beneficial owners of Ordinary Shares.

OUTSTANDING SHARES, VOTING RIGHTS
AND BENEFICIAL OWNERSHIP

The Company had outstanding, as of November 12, 2001,
9,664,436 Ordinary Shares, each of which is entitled to one vote upon the
matters to be presented to the Annual General Meeting. Only shareholders of
record at the close of business on November 23, 2001 will be entitled to vote at
the Meeting. The quorum at the Meeting shall be at least two

shareholders present in person or by proxy, holding or representing at least
twenty five percent (25%) of the total voting rights in the Company.

The following table sets forth, as of November 12, 2001, the
number of Ordinary Shares of the Company owned by (i) all persons known to the
Company to own beneficially more than 5% of the Company's Ordinary Shares and
(ii) all directors and officers as a group.

Number of Percent of
Name and Address Ordinary Shares Ordinary Shares
- ---------------- Beneficially Owned(1) Beneficially Owned(2)
------------------ ------------------

Europlan Trust Company Ltd. (3) ................... 887,145 9.18%

Robi Hartman(4) ................................... 812,014 8.4%

All directors and officers as a group ............. 1,054,514(5) 10.91%

- --------------------

(1) Beneficial ownership assumes the exercise of all options and warrants
held by such person or persons that are currently exercisable or are
exercisable within 60 days of the date hereof.

(2) Percentage ownership is based on 9,664,436 shares outstanding as of
November 12, 2001.

(3) As reported on Schedule 13G filed with the Securities & Exchange
Commission, dated June 6, 2001.

(4) Mr. Hartman is Chief Executive Officer and Chairman of the Company.
Beneficial ownership is as reported on Amendment No. 4 to Schedule 13G
dated November 13, 2001.

(5) Includes 100,000 and 80,000 shares issued to Danny Shavit, the Company's
Chief Technology Officer, and Eastek Embedded Systems (Meitav) Ltd.
("Eastek"), respectively, in connection with the Company's acquisition
of the assets of Eastek in November 2000. Subject to certain conditions,
the Ordinary Shares issued to Mr. Shavit will be delivered to him in
installments of 30,000, 35,000 and 35,000 Ordinary Shares on the first,
second and third anniversaries of the Eastek acquisition, respectively.
Additionally, Mr. Shavit is the beneficial owner of the shares issued to
Eastek. The Company issued 60,000 of such shares to Eastek as partial
consideration for the acquisition and the Company may deliver an
additional 20,000 Ordinary Shares to Eastek on the first anniversary of
the acquisition if certain conditions are met.

ELECTION OF DIRECTOR

In August 1993 the Company's Articles of Association were
amended to provide, among other matters, for a classified board of directors.
Mr. Marks and Dr. Ilan currently serve until the 2001 General Meeting and until
their successors have been elected and qualified.

The Board of Directors has nominated Dr. Ilan for re-election
at the Meeting to hold office until her term shall expire at the 2004 Annual
General Meeting and until her successor shall have duly taken office, unless her
office is vacated earlier under any relevant provisions of the Articles of
Association of the Company. Gideon Marks, whose term of office expires at the
Meeting, will not be seeking re-election. The affirmative vote of a majority of
the Ordinary Shares represented at the Meeting in person or by proxy and voting
thereon is required to re-elect Dr. Ilan as a director of the Company.

Should Dr. Ilan be unable to serve, the proxies will be voted
for the election of such other person as shall be determined by the persons
named in the proxy in accordance with their judgment. The Company is not aware
of any reason why Dr. Ilan, if elected, should be unable to serve as a director.

The directors (including Dr. Ilan, the nominee for re-election
at the Meeting), their present principal occupations or employment, ages, the
year in which each first became a director, and the number of Ordinary Shares of
the Company beneficially owned by each on November 12, 2001, are:

Number of
Principal Shares
Occupation Director Beneficially
Name or Employment Age Since Owned(*)
- ---- ------------- --- ----- ------------

Robi Hartman Chairman and Chief Executive 40 1998 1,037,014
Officer of the Company

David Rubner Chairman and Chief Executive
Officer, Rubner Technology
Ventures Ltd. 61 2000 50,000

Yael Ilan Chief Executive Officer of
Optichrom Ltd. and President, 52 1997 50,000
Yedatel Ltd.

Aharon Jacobowitz Management consultant 52 1995 50,000

Jonathan Nativ Chief Executive Officer of 54 2000 50,000
Compwise Ltd.

Moshe Kahn Partner, M. Porath and Co. 43 2000 50,000

- --------------------

(*) Includes Ordinary Shares which may be issued upon exercise of options.
Certain of such options have not yet vested.

David Rubner has been a director of the Company since March 2000. Mr.
Rubner is Chairman and Chief Executive Officer of Rubner Technology Ventures
Ltd. Mr. Rubner was employed from 1970 until recently by ECI Telecom Ltd.
("ECI"). From 1991 to October 1999 and February 2000, respectively, he was ECI's
President and Chief Executive Officer. In November 1999 he was appointed
Vice-Chairman of the Board of Directors of ECI. Mr. Rubner is also Chairman of
the Board of Directors of ECTel Ltd., a publicly traded subsidiary of ECI, and
serves on the boards of Check Point Software Technologies Ltd., Efcon Ltd.,
Jigami Corp. and Koor Ltd. Mr. Rubner holds a bachelor of science degree with
honors in electronic engineering from Queen Mary College, University of London,
and a master of science degree in electrical engineering from Carnegie Mellon
University, Pittsburgh. Mr. Rubner is a member of the Presidium of the Israel
Manufacturers' Association, and was recipient of the Industry Prize of Israel
for 1995.

Robi Hartman has been a Director of the Company since September 1998,
Vice Chairman of the Board from October 1998 to March 2000, Acting Chief
Financial Officer since December 1998, and Chairman of the Board and Chief
Executive Officer of the Company since March 2000. Before joining the Company,
from 1987 to 1996, Mr. Hartman was the manager of Teledata Communications Ltd.,
a leading supplier of advanced access solutions, beginning as a manager and
progressing to the Chief Financial Officer and finally as Chief Executive
Officer and President. From 1996 to 1997, Mr. Hartman was the President of VCON
Telecommunications, a pioneer in PC based teleconferencing. Since 1997 he owns
and manages West End Technology Investments Ltd. Currently, he is also a
director of NSI Communications in Canada. Mr. Hartman received his B.A. in
Economics and Political Science from Bar Ilan University and his Masters degree
in Business Administration (MBA) from Bentley College.

Dr. Yael Ilan has been a director of the Company since November 1997.
She is the Chief Executive Officer of Optichrom Ltd., an optical components
private company, the President of Yedatel Ltd., an economic consulting company,
and a director of several public and private corporations, most of them in the
technology sector. Until 1998, she was a director of Bezeq - Israel's
Telecommunication Company in which she was also a member of the audit committee
and the committee for strategic planning and investments. Correspondingly, she
is the head of the Broadband Communication Programs administration, a
subdivision of MAGNET - the Israeli Government hi-tech cooperation initiative.
Dr. Ilan holds a Ph.D. in industrial engineering, Ph.D. in physical chemistry
and a Masters degree in business administration.

Aharon Jacobowitz has been a director of the Company since May 1995.
Since 1989, Mr. Jacobowitz has been a management consultant to large
organizations on data processing issues. His clients include the Accountant
General, Ministry of Finance, State of Israel, General Manager of the Social
Security Institute in Israel and Teva Pharmaceutical Industries Ltd., the
largest pharmaceutical manufacturer of Israel. Prior to 1989, Mr. Jacobowitz was
employed for 14 years in various capacities in the marketing division of IBM
Israel Ltd. His main specialties were networking and midrange systems. Mr.
Jacobowitz is a member of our Audit Committee.

Jonathan Nativ has been a director of the Company since November 2000.
Mr. Nativ was elected as an external director in accordance with the Israeli
Companies Law. He has served since 1997 as the Chief Executive Officer of
Compwise Ltd., a company that develops, markets and sells special-purpose
software for tariff modeling and analysis and auditing solutions to
telecommunications companies, particularly those involved in wireless
telecommunications.

From 1978 until 1983, he served as project manager at Tadiran Ltd.
(Telecommunications Division), one of Israel's leading electronics firms. From
1983 to 1995, Mr. Nativ served as the Director of Research and Development,
Executive Vice President of Marketing, and Executive Vice President of Strategy
and Business Development at Teledata Communications Ltd., a leading supplier of
advanced access network solutions to telecommunication network operators
worldwide. From 1995 to 1997 he served as a consultant to Teledata
Communications Ltd He serves as director of TDSoft Ltd. and other Israeli
technology-based companies. Mr. Nativ earned a bachelor's degree in Electronic
Engineering from the Technion, Israel Institute of Technology and an Executive
MBA from Tel-Aviv University. Mr. Nativ is a member of our Audit Committee.

Moshe Kahn has been a director of the Company since November 2000. Mr.
Kahn was elected as an external director in accordance with the Israeli
Companies Law. He is an attorney admitted to practice in Israel and the State of
New York. He is a partner of the law firm of M. Porath and Co. in Tel Aviv,
where he is engaged in corporate law and commercial mediation and acts as
counsel for local and international firms. Mr. Kahn serves as a Major in the
Legal Department of the Armed Forces of the State of Israel reserves. Mr. Kahn
has an L.L.B. in Law from Bar Ilan University. Mr. Kahn is a member of our Audit
Committee.

Under the Articles of Association of the Company, the Chairman of the
Board casts the deciding vote in the event of a tie. The affirmative vote of the
holders of a majority of the Ordinary Shares represented at the Meeting in
person or by proxy and voting thereon will be required to elect the nominated
individual to be a director of the Company.

EXECUTIVE COMPENSATION

During the fiscal year ended December 31, 2000, the aggregate
remuneration paid to all officers and directors of the Company as a group (then
eight persons) was approximately $230,000. During November 2000, the Company
acquired the assets of Eastek Embedded Systems (Meitav) Ltd. ("Eastek"), a
private Israeli software company. In connection with such acquisition, 100,000
Ordinary Shares of the Company were issued to Danny Shavit, the Company's Chief
Technology Officer. Subject to certain conditions, the Ordinary Shares issued to
Mr. Shavit will be delivered to him in installments of 30,000, 35,000 and 35,000
Ordinary Shares on the first, second and third anniversaries of the Eastek
acquisition, respectively.

An aggregate of 656,550 options were granted to the Company's directors
during the fiscal year ended December 31, 2000. All of such options are
exercisable for Ordinary Shares of the Company and have an exercise price of
$3.625. With the exception of the options held by Robi Hartman, the options
become exercisable in four equal annual installments from the date of grant and
expire six years after the date of grant. Mr. Hartman holds a total of 356,550
options, of which 131,550 are currently fully exercisable and expire on November
30, 2006. The other 225,000 options held by Mr. Hartman become exercisable in
three equal annual installments from March 22, 2002 and expire on November 30,
2006.

The Board of Directors recommends a vote FOR the reelection
of Dr. Ilan as Director of the Company

RECEIPT AND CONSIDERATION OF DIRECTORS'
REPORT AND AUDITED CONSOLIDATED FINANCIAL STATEMENTS

At the Meeting, the Directors' Report and Audited
Consolidated Financial Statements of the Company and its subsidiaries for the
fiscal year ended December 31, 2000, will be presented. The affirmative vote of
the holders of a majority of the Ordinary Shares represented at the Meeting in
person or by proxy and voting thereon will be required for the receipt by the
shareholders of the Directors' Report and Audited Consolidated Financial
Statements of the Company and its subsidiaries for the fiscal year ended
December 31, 2000.

The Board of Directors recommends a vote FOR receipt of the Directors' Report
and Audited Consolidated Financial Statements of the Company
and its subsidiaries for the fiscal year ended December 31, 2000.

APPOINTMENT OF AUDITORS

Kost, Forer & Gabbay, Certified Public Accountants (Israel)
and a member of Ernst & Young International, has been nominated by the Board of
Directors of the Company for reappointment as auditors of the Company for the
fiscal year ending December 31, 2001, and their remuneration shall be fixed by
the Board of Directors according to the volume and nature of their services.
They have no relationship with the Company or with any affiliate of the Company
except as auditors. The affirmative vote of the holders of a majority of the
Ordinary Shares represented at the Meeting in person or by proxy and voting
thereon will be required for shareholder approval of the reappointment of Kost,
Forer & Gabbay as auditors of the Company.

The Board of Directors recommends a vote FOR approval of the reappointment
of Kost, Forer & Gabbay as auditors of the Company.

By Order of the Board of Directors,

/s/ Robi Hartman

Robi Hartman
Chairman of the Board of Directors

Dated: November 27, 2001