<page>

FREE TRANSLATION FROM THE HEBREW                          2002 SHARE OPTION PLAN

                           DELTA GALIL INDUSTRIES LTD.
                           ---------------------------
                          (In this Plan "THE COMPANY")

                              CHAPTER A - PREAMBLE
                              --------------------

1.       GENERAL
         The Company is registered in Israel and its securities are traded on
         The Tel-Aviv Stock Exchange Ltd. (hereinafter the "TASE"). American
         Depositary Shares (ADS) of the Company are traded in the USA on the
         Nasdaq National Market (hereinafter "NASDAQ").

         The Options offered to employees in accordance with this Plan will not
         be registered for trade on any stock exchange. The Shares that result
         from the exercise of the Options offered to employees in accordance
         with this Plan will be registered for trade on the TASE like the
         existing shares of the paid up share capital of the Company; and may be
         converted to ADS traded on NASDAQ in accordance with rules applicable
         there.

         All the shares of the Company are equal in rights proportionately to
         their par value in all matters relating to distribution of dividends,
         any other bonus of the Company, voting rights and the right to
         participate in the distribution of assets of the Company available for
         distribution.

         In accordance with a resolution of the shareholders of the Company
         dated 25th January 2001, instead of the reporting system in accordance
         with the Regulations and Rules of the Israel Securities Authority
         pursuant to Chapter 6 of The Securities Law, the Company adopted the
         reporting system in accordance with Chapter 3 of The Securities Law and
         The Securities (Periodic and Immediate Report of Foreign Companies)
         Regulations 2000.

         Further particulars as to the Company may be found in the Annual Report
         (20F) of the Company for the year 2001 and in the Immediate Reports
         subsequently filed.

2.       PERMITS AND APPROVALS
         The Company has received from the Israel Securities Authority an
         exemption from the provisions of The Securities Law 1968 with regard to
         the offer of securities to employees of the Company in Israel because
         the Rules as to the allotment of shares on NASDAQ, apply to the offer.

         The Company shall apply to the TASE to register for trade on the TASE
         the shares to be allotted on exercise of the Options (hereinafter "TASE
         APPROVAL").

3.       CAPITAL OF THE COMPANY
         The registered share capital of the Company at the date of the Plan is
         26,000,000 Ordinary Shares of NIS 1 par value each.

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         The issued share capital of the Company1 at the date of the Plan and
         thereafter is as follows:

<table>
<caption>

                                                            <C>
         ----------------------------------------------------- -----------------------------------------
                         Before the Plan                                 After the Plan
         ------------------ ----------------- ---------------- -------------------- --------------------
         Undiluted          Diluted2          Undiluted        Partly diluted3      Fully diluted4
         ------------------ ----------------- ---------------- -------------------- --------------------
         18,822,616         19,866,678        18,822,616       19,922,616           20,966,678
         ------------------ ----------------- ---------------- -------------------- --------------------
</table>

                   CHAPTER B - THE OFFER TO ENTITLED EMPLOYEES
                   -------------------------------------------

4.       THE EMPLOYEES OPTION PLAN
         The objects of the Option Plan are participation of the employees in
         the success of the Company and the creation of an incentive for the
         employees to contribute to the success of the Company that expresses
         itself, inter alia, in the price of the shares of the Company on the
         TASE. The Plan is also intended to give an incentive to the employees
         to tie their future with the future of the Company for many years and
         to enable the Company to rely of the skilled professional manpower of
         the employees for a long period, while encouraging an aspiration for
         excellence, and rewarding the employees for investing effort and
         ability in their work for the Company. The Plan constitutes an
         additional element to the existing rewards. The Plan is intended for
         employees who are in the full time employ of the Company and/or its
         subsidiaries.

5.      THE SECURITIES OFFERED TO THE EMPLOYEES

         (A)      On October 23, 2002 the Board of Directors of the Company
                  resolved to offer in accordance with this Plan, to employees
                  of the Company and its subsidiaries, whose identity and the
                  quantity to be allocated to each of them were fixed in the
                  resolution (hereinafter collectively, together with the
                  employees who may receive Options pursuant to Section 5 (D)
                  below, referred to as "The Entitled Employees" or "The Offer
                  Recipients"), up to 1,100,000 Options, without consideration.

                  The Entitled Employees do not include interested parties by
                  virtue of their shareholding in the Company or employees who
                  will become interested parties as a result of the exercise of
                  all the non-traded Options held by them and offered to them in
                  accordance with this Plan.

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

1 After neutralizing 478,986 Shares owned by Delta Socks Ltd., a fully owned
subsidiary of the Company (which shares were purchased prior to the date on
which The Companies Law, 1999 came into force) and after neutralizing 378,500
Shares owned by the Company and 100,447 Shares owned by a Trustee in connection
with a previous Option Plan.

2 On the assumption of the exercise of the existing Options of the Company (that
remain in circulation) - 237,562 Options that were allotted to employees of the
Company and/or its subsidiaries, in accordance with the May 1998 Plan, at an
exercise price equal to $ 8.297; 100,000 Options that were allotted to Arnon
Tiberg, CEO and Chief Executive Officer of the Company, in accordance with the
September 1998 Plan, at an exercise price equal to $ 7.90, and 706,500 Options
that were allotted to employees of the company and to Arnon Tiberg in accordance
with the June 2000 "Mit'ar" at an exercise price equal to $ 21.07.

3 On the assumption of the exercise of all the Options offered in accordance
with this Plan.

4 On the assumption of the exercise of all the Options and rights to purchase
shares, existing (see note 2 above) and offered.

                                      -2-
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         (B)      Among the Entitled Employees is Arnon Tiberg, President and
                  CEO of the Company, to whom there will allotted, in accordance
                  with this Plan, 100,000 Options out of the total Options to be
                  allotted in accordance with this Plan. Prior to this
                  allotment, Mr. Tiberg holds, directly and indirectly (by means
                  of a company controlled by him) 509,052 Ordinary Shares of the
                  Company of NIS 1 par value each.

                  The holding of Arnon Tiberg, in the voting rights and issued
                  share capital of the Company as at the date of the Plan and
                  thereafter, are as follows:

<table>
<caption>

                                              <C>
                  ------------------------------ -------------------------------------------------------
                  Before the Plan                                    After the Plan
                  ---------------- ------------- --------------- ------------------- -------------------
                  Undiluted        Diluted1      Undiluted       Partly diluted2     Fully diluted3
                  ---------------- ------------- --------------- ------------------- -------------------
                      2.70%            3.57%          2.70%           3.06%              3.86%
                  ---------------- ------------- --------------- ------------------- -------------------
</table>

         (C)      The quantity of Options to which each of the Entitled
                  Employees is entitled was fixed by the Board of the Company in
                  accordance with his future potential contribution to the
                  Company, to his seniority, responsibility and/or professional
                  skill and to his professional excellence.

         (D)      Up to 95,500 Options out of the quantity of Options to be
                  allotted to the Trustee as detailed hereafter, will from time
                  to time be allocated in accordance with the principles of the
                  Plan, to existing and/or future employees, who will not hold,
                  at the time of the allotment or as a result of the allotment,
                  5% or more of the issued share capital of the Company. The
                  identity of the employees and the quantity of Options to be
                  allocated to each employee will be fixed by the Board of the
                  company, in accordance with the recommendation of the CEO. The
                  price to be determined as the exercise price of the said
                  Options will be as fixed by the Board, but will not be less
                  than $ 9 per Share. The dates for exercise by such employees
                  and the period for exercise will be counted from the time the
                  Options are allotted to the employee.

         (E)      The Options may be exercised for Ordinary Shares of the
                  Company of NIS 1 par value each ("THE EXERCISE SHARES"), in
                  such manner that every Option may be exercised for 1 Ordinary
                  Share of NIS 1 par value on the exercise terms fixed in this
                  Plan.

         (F)      The Options are not transferable by the Entitled Employees and
                  they will not registered for trade on any Stock Exchange.

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

1        On the assumption of the exercise of all the existing Options of the
         Company (remaining in circulation), including the Options allotted to
         Mr. Tiberg in accordance with the September 1998 Plan and the June 2000
         "Mit'ar". See footnote (2) to section 3 above.

2        On the assumption of exercise of all the Options offered in accordance
         with this Plan.

3        On the assumption of exercise of all the Options and rights to purchase
         shares, existing (see footnote 1 above) and offered.

                                      -3-
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                        CHAPTER 3 - DETAILS OF THE OFFER
                        --------------------------------'

6.       (A)      GRANT OF THE OPTIONS

                  (1)      The Company will allot to Investec Trust Company
                           (Israel) Ltd. (hereinafter "THE TRUSTEE") Options for
                           the Entitled Employees, within 30 days of receipt of
                           approval of the TASE, but in no event prior to 30
                           days from the delivery of a notice to the Tax
                           Commissioner; and with regard to an employee of
                           subsidiaries of the Company - not prior to the
                           approval of the Tax Commission to the allotment
                           within the frame of section 102 of The Income Tax
                           Ordinance. The Trustee will hold the Options and will
                           deal with them in accordance with the terms hereafter
                           detailed.

                  (2)      Subject to the other terms of the Plan detailed
                           hereafter, the right of the Employee to exercise the
                           Options allotted to him will vest as follows: one
                           quarter of the Options to which he is entitled in
                           accordance with this Plan, may be exercised - subject
                           to the provisions detailed in section 6(B)(1) below -
                           at the end of one year from the allotment to the
                           Employee ("THE FIRST PORTION" and "DATE OF VESTING OF
                           ENTITLEMENT TO EXERCISE THE FIRST PORTION"); the
                           second quarter of the Options to which he is entitled
                           in accordance with this Plan, may be exercised by the
                           Employee at the end of two years from the allotment
                           to the Employee ("the SECOND PORTION" and "DATE OF
                           VESTING OF ENTITLEMENT TO EXERCISE THE SECOND
                           PORTION"); the third quarter of the Options to which
                           he is entitled in accordance with this Plan, may be
                           exercised at the end of three years from the
                           allotment to the Employee ("THE THIRD PORTION" and
                           "DATE OF VESTING OF ENTITLEMENT TO EXERCISE THE THIRD
                           PORTION"); and the fourth quarter of the Options to
                           which he is entitled in accordance with this Plan,
                           may be exercised at the end of four years from the
                           allotment to the Employee ("THE FOURTH PORTION" AND
                           "DATE OF VESTING OF ENTITLEMENT TO EXERCISE THE
                           FOURTH PORTION");

                  (3)      The Options may be exercised by the Employee, at the
                           relevant times, only if at the time of the
                           entitlement to exercise the relevant portion as in
                           section 6(A)(2) above, he was an employee of the
                           Company, subject to the provisions of sub-section (B)
                           hereafter. If the Employee is not employed by the
                           Company at the time of the entitlement to exercise
                           the relevant portion as aforesaid, the Options that
                           are the subject of such portion and subsequent
                           portions, shall be void and shall not confer any
                           rights against the Company.

6.       (B)      Period for Exercise of the Options and Conditions for Exercise

                  (1)      After vesting of the entitlement to Exercise as in
                           section 6(A)(2) above and subject to the other terms
                           of the Plan, the Options may be exercised, at any
                           time, in whole or in part, as follows:

                                      -4-
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FREE TRANSLATION FROM THE HEBREW

                           (a)      The First Portion - during three years
                                    commencing from the end of one year from the
                                    Date of Vesting of Entitlement to Exercise
                                    the First Portion.

                           (b)      The Second Portion - during three years
                                    commencing from the Date of Vesting of
                                    Entitlement to Exercise the Second Portion.

                           (c)      The Third Portion - during three years
                                    commencing from the Date of Vesting of
                                    Entitlement to Exercise the Third Portion.

                           (d)      The Fourth Portion - during three years
                                    commencing from the Date of Vesting of
                                    Entitlement to Exercise the Fourth Portion.

                           (The above periods are referred to in this Plan as
                           "THE EXERCISE PERIOD")

                  (2)      Notwithstanding the aforesaid, the following
                           conditions shall apply to the exercise of the
                           Options:

                           (a)      The Options may be exercised on condition
                                    that at the time of vesting of entitlement
                                    to exercise those Options (as in section
                                    6(A)(2) above), the Employee is employed by
                                    the Company and that during the period up to
                                    that time the Employee did not terminate his
                                    employment by the Company and/or did not
                                    give notice as to termination of his
                                    employment by the Company and/or did not
                                    receive notice as to termination of his
                                    employment by the Company. For the sake of
                                    caution it is hereby clarified that such an
                                    Employee whose entitlement to any Portion
                                    vested previously will be entitled to
                                    exercise those Options even if he is not
                                    employed by the Company at the actual time
                                    of exercise. An Option that the Employee is
                                    not entitled to exercise on account of the
                                    provisions of this sub-section will expire
                                    and will be void and will not confer upon
                                    the Offer Recipient any right whatsoever.
                                    In the event of resignation or dismissal of
                                    the Employee in circumstances in which he is
                                    not entitled to severance payment in
                                    accordance with sections 16 or 17 of The
                                    Severance Payments Law 1963, the termination
                                    of his employment by the Company for the
                                    purpose of this Plan shall be deemed
                                    effective within 30 days of the date of the
                                    dispatch of a letter of resignation to the
                                    employer, or within 15 days of the dispatch
                                    of a letter of dismissal to the employee, as
                                    the case may be, regardless of the actual
                                    date of termination of employment. In the
                                    event of the dismissal of the Employee in
                                    other circumstances, the termination of his
                                    employment by the Company for the purpose of
                                    this Plan shall be deemed effective as
                                    though

                                      -5-
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FREE TRANSLATION FROM THE HEBREW

                                    employment terminated within 60 days of the
                                    receipt by the Employee of the letter of
                                    dismissal or within such longer period as is
                                    stated in the letter of dismissal but which
                                    in no event shall exceed 180 days from the
                                    receipt by the Employee of the letter of
                                    dismissal.

                           (b)      Notwithstanding the aforesaid in sub-section
                                    (a) above, in the event of the death of the
                                    Offer Recipient, or in the event of his
                                    retirement at the age of 65 or more, or in
                                    the event of retirement for reasons of
                                    invalidity, the Offer Recipient or his
                                    heirs, as the case may be, are entitled to
                                    exercise the entire balance of the Options
                                    allotted to him, including Options the date
                                    of entitlement to the exercise of which has
                                    not yet arrived - upon the exercise times
                                    for exercise specified in the Plan.

                           (c)      Notwithstanding the aforesaid in sub-section
                                    (a) above, in exceptional cases, taking into
                                    consideration the circumstances of each
                                    case, the Board of the Company may, upon
                                    recommendation of the Chairman of the
                                    Company and of the CEO, permit an employee
                                    to exercise Options in a quantity that
                                    exceeds the quantity to which he is entitled
                                    in accordance sub-section (a) above, but in
                                    no event more than the quantity of Options
                                    allotted to the employee.

                                    For the purpose of this section - the
                                    expression "COMPANY" includes also a
                                    subsidiary of the Company and the expression
                                    "INVALIDITY" shall be deemed to mean
                                    inability of the employee to engage in his
                                    office as a result of injury and/or illness
                                    for a period of at least six months.

                  (3)      The offer to the employees in accordance with this
                           Plan or any offer to employees who may be entitled in
                           the future shall not be construed as imposing upon
                           the Company a liability to continue to employ the
                           employee and/or as limiting the Company from
                           terminating the employment of the employee and/or as
                           conferring upon the employee a right to continue to
                           be employed by the Company.

                  (4)      The Board of the Company may use existing Options,
                           the entitlement of an employee thereto has become
                           void as in section 6(A)(3) above or for any other
                           reason, for the purpose of their re-allocation for
                           other employees in accordance with the principles of
                           this Plan, in a quantity equal to the quantity of
                           Options the entitlement of exercise of which have
                           become void. The price fixed for the purpose of
                           exercise of such Options shall be as may determined
                           by the Board of the Company, but not less than $ 9
                           per Option. The dates for exercise by such employees
                           and the Exercise Period shall be counted from the
                           date of the new allotment of the Options.

         (B)      OPTION PRICE AND EXERCISE PRICE

                                      -6-
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FREE TRANSLATION FROM THE HEBREW

                  (1)      The Options will be allotted to the Employees without
                           consideration.

                  (2)      The Exercise Price of each Option (hereinafter "THE
                           EXERCISE PRICE") will be paid to the Company at the
                           time of exercise. The time of exercise will be the
                           day on which the notice in writing of the Option
                           holder as to his request to exercise the Options,
                           subject to payment of the Exercise Price, reaches the
                           Company ("THE EXERCISE DATE" and "THE EXERCISE
                           NOTICE"), provided that the Exercise Notice is given
                           to the Company during the Exercise Period. The
                           quantity of Options may be exercised in parts
                           (commencing from the termination of the blocking
                           period) and in such case the provisions of this
                           section will apply with the changes required by the
                           context.

         (D)      REGISTRATION OF THE EXERCISE SHARES FOR TRADE
                  Registration of the Exercise Shares on the TASE will be made
                  shortly after the allotment thereof by the Company.

         (E)      RIGHTS OF THE EXERCISE SHARES
                  The Exercise Shares will be equal in rights to the existing
                  shares of the same class (Ordinary Shares of NIS 1 par value),
                  for all intents and purposes. The said shares will be entitled
                  to any dividend or other bonus the Record Date for the receipt
                  of which is on the Exercise Date or thereafter. The aforesaid
                  in this section will not derogate from the provisions of
                  sections 9-12 above.

7.       NOTICES TO ENTITLED EMPLOYEES

         (a)      Within thirty-five (35) days after resolution by the Board,
                  the Company shall send to each of the Entitled Employees a
                  notice in writing as to the number of Options that he is
                  entitled to receive in accordance with this Plan. The Company
                  will send the Plan to each Entitled Employee in accordance
                  with the Plan, or alternatively will make the Plan available
                  for perusal in every work place at which Entitled Employees
                  are employed in a sufficient quantity that will enable every
                  employee interested to peruse the Plan. After filing Form S-8
                  with the SEC the Company will provide every Entitled Employee
                  with the Form S-8, the Company will also provide every
                  interested employee with all the Appendices to Form S-8,
                  including every document to which reference is made directly
                  or indirectly in Form S-8 including appendices thereto.
                  Alternatively the Company will make the S-8 Form available for
                  perusal in every work place at which Entitled Employees of the
                  Company are employed in a sufficient quantity that will enable
                  every employee interested to peruse the same, and will also
                  provide the rest of the appendices to Form S-8 to every
                  employee who is interested in perusing the same.

                                      -7-
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FREE TRANSLATION FROM THE HEBREW

         (b)      Each of the Entitled Employees will be requested to sign an
                  undertaking (hereinafter "THE UNDERTAKING"), which will
                  include the following principal provisions: (a) a declaration
                  of the employee as to his agreement to accept the Options
                  offered to him and his agreement to all the terms of this
                  Plan, including but without prejudice to the generality of the
                  foregoing, his agreement to bear the cost of all tax
                  liabilities and other compulsory payments that may ensue from
                  the offer and allotment of the Options, the exercise thereof
                  or sale of the Exercise Shares; (b) an undertaking of the
                  employee to observe the provisions of Israeli and US law as to
                  the prohibition of the use of inside information of the
                  Company; (c) an undertaking of the employee to observe the
                  provisions of section 102 of The Income Tax (New Version)
                  Ordinance 1961 ("THE INCOME TAX ORDINANCE" and "SECTION 102",
                  as the case may be) and the Regulations pursuant thereto, and
                  if he is not an Israeli employee, all the relevant tax
                  provisions applicable to him; (d) an undertaking of the
                  employee to observe the procedure for exercise of the Options
                  and sale of the Exercise Shares as may be agreed between the
                  Company and the Trustee.

         (c)      The right to receive the Option Warrants is personal to the
                  Entitled Employees and may not be transferred and/or assigned
                  and/or waived in favor of any other person, including other
                  Entitled Employees.

8.       EXERCISE OF THE OPTION WARRANTS

         (a)      If an employee wishes to exercise an Option Warrant offered to
                  him after the expiration of the Blocking Period as hereinafter
                  defined - the employee shall submit via the Company to the
                  Trustee an Exercise Application in the form fixed by the
                  Trustee and which may be obtained at the offices of the
                  Company during the Exercise Period. The employee shall specify
                  in the Exercise Application the quantity of Options that he
                  wishes to exercise and shall also state his choice as to one
                  of the following alternatives:

                  (1)      Exercise and instructions to the Trustee to hold the
                           Exercise Shares for him in a Trust Account to be
                           opened by the Trustee for the employee;

                  (2)      Exercise and instructions to the Trustee immediately
                           to sell the Exercise Shares, in whole or in part, as
                           the employee may instruct;

                  (3)      Exercise and instructions to the Trustee to transfer
                           to the Bank account of the employee, the Exercise
                           Shares registered in the name of Bank Leumi LeIsrael
                           Nominee Company Ltd. ("THE NOMINEE COMPANY").

         (b)      The Trustee will check with the Company the entitlement of the
                  employee to give the instruction, and if the Trustee receives
                  confirmation in writing from the Company that the employee is
                  entitled to exercise the Options or to exercise the Options
                  and to sell the Exercise Shares or the exercise the Options
                  and to release the Exercise Shares, as the case may be, the
                  Trustee will act accordingly.

                                      -8-
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FREE TRANSLATION FROM THE HEBREW

         (c)      If the employee chooses the alternative specified in section
                  8(A)(1) above, the employee shall furnish the Trustee with a
                  confirmation in writing that the Company has received from the
                  employee, the Exercise Price of the Options that are the
                  subject of the Exercise Notice. The Exercise Shares will be
                  allotted in the name of the Trustee and registered in the name
                  of the Trustee in the registers of the Company, or
                  alternatively, will be allotted in the name of the Nominee
                  Company and deposited in a Trust Account in the name of the
                  Trustee.

                  (d)      If the employee chooses the alternative specified in
                           section 8(A)(2) above, namely a request to sell the
                           Exercise Shares on his behalf subject to exercise of
                           the Options, the employee shall deliver to the
                           Trustee an instruction to sell the Exercise Shares on
                           the TASE and to transfer to the Company the Exercise
                           Price of the Options that are the subject of the
                           Exercise Notice. The employee shall also instruct the
                           Trustee to deduct the amount of tax (including
                           National Insurance, Health Tax, and any other
                           compulsory payment, if applicable) and other
                           compulsory payments to be borne by the employee in
                           respect of the exercise of the Options and sale of
                           the shares. The Exercise Shares will be allotted in
                           the name of the Trustee and registered in the name of
                           the Trustee in the registers of the Company, or
                           alternatively, will be allotted in the name of the
                           Nominee Company and transferred to the Trustee,
                           subject to the provisions, if any, of the TASE. If
                           the employee gives an Exercise Notice and notice for
                           sale of the Exercise Shares, he will not be entitled
                           to cancel same, if the exercise and/or sale has
                           already been effected. When the Trustee receives the
                           consideration for the sale, the Trustee will deal
                           with the consideration as follows: (1) Set-off from
                           the consideration for the sale of the shares, the
                           amount of income tax due by law in accordance with
                           certificates of the income tax authorities, and also
                           the other compulsory payments to be borne by the
                           employee in respect of the exercise of the Options
                           and sale of the shares, in the amounts notified to
                           the Trustee by the Company, and the trustee shall
                           transfer such amounts to the authorities; (2) Set-off
                           the Exercise Price from the consideration for the
                           sale of the shares, and transfer the same to the
                           Company; (3) Set-off from the consideration for the
                           sale of the shares, the commission due to the Trustee
                           and to the selling broker in accordance with the
                           provisions of the Agreement with the Trustee referred
                           to in section 15 below; (4) Transfer to the bank
                           account of the employee the sale consideration less
                           the amounts specified in sections 1, 2 and 3 above.
                           If the employee chooses, to the extent permissible,
                           the tax alternative in accordance with alternative
                           6(b) of the Income Tax (Tax Relief on Share
                           Allotments to Employees) Rules 1989 (hereinafter
                           "ALTERNATIVE 6(B)"), the tax will be deducted
                           accordingly.

                  (e)      If the employee chooses the alternative specified in
                           section 8(A)(3) above, namely a request that the
                           Exercise Shares be transferred to the employee, the
                           employee shall attach to the Exercise Notice, in cash
                           or by bank draft to the order of the Trustee, the
                           amount of income tax due by law in accordance with
                           certificates of the income tax authorities, and also
                           the other compulsory payments to be borne by the
                           employee in respect of the exercise of the Options
                           and release of the shares, in the amounts notified

                                      -9-
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FREE TRANSLATION FROM THE HEBREW

                           to the Trustee by the Company - unless the employee
                           attaches to the Exercise Notice a Certificate of the
                           Tax Commissioner confirming that the employee has
                           paid the amount of income tax due from him in respect
                           of transfer of the shares as above, in accordance
                           with Section 102 or in accordance with any other law,
                           and together with confirmation by the Company that
                           the employee has paid the other compulsory payments
                           to be borne by him. The Trustee will transfer the
                           amount of the tax and the other compulsory payments
                           to the respective authorities. Within 15 business
                           days thereafter, the Trustee will transfer the
                           Exercise Shares to the Nominee Company to the credit
                           of the employee and the Company will apply to the
                           TASE for registration of the said Exercise Shares on
                           the TASE. If the employee chooses, to the extent
                           permissible, Alternative 6(b), the tax will deducted
                           accordingly.

                  (f)      The Company may at any time make changes in the
                           exercise procedure and sale instructions, to the
                           extent required, at the discretion of the Company, in
                           order to facilitate, to make efficient and to improve
                           the procedure for exercise, exercise and release and
                           exercise and sale, and to adjust the same to any
                           changes in the Israeli and/or US tax laws applicable,
                           as well as in the light of the experience in such
                           matters acquired by the Company in the future. The
                           Company will give to the Entitled Employees notice of
                           any such change to the extent that the relevant
                           change relates to them. Any changes will be made in
                           coordination with the Trustee and subject to the
                           provisions of Section 102 and the Regulations and
                           Rules thereunder to the extent applicable to the
                           relevant Offer Recipients.

                  (g)      The provisions of this section (and all sub-sections
                           of same) will apply, with the changes required, to
                           sale on NASDAQ of ADSs of the Company that may be
                           allotted to any of the Entitled Employee who may so
                           wish, as against the Exercise Shares, by means of a
                           broker appointed by the Company and on the conditions
                           for same then required by the broker or on the
                           conditions applicable to American Depositary Shares
                           on NASDAQ and in accordance with the relevant tax
                           laws applicable to the exercise and sale of such
                           Options.

                  (h)      The Ordinary Shares to be allotted upon exercise of
                           the Options shall, as from the time of their
                           allotment, be equal in all rights for all intents and
                           purposes to the existing Ordinary Shares in the share
                           capital of the Company, and inter alia will entitle
                           the holder to full rights to distribution of
                           dividends or other bonus, the Record Date for the
                           distribution of which (ex date) occurs on the
                           Exercise Date or thereafter.

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        CHAPTER 4 - PROTECTION OF OPTION HOLDERS DURING THE OPTION PERIOD
        -----------------------------------------------------------------

9.       ADJUSTMENT IN RESPECT OF DISTRIBUTION OF BONUS SHARES DURING THE OPTION
         PERIOD

         (a)      If the Company shall distribute bonus shares and the Record
                  Date for distribution of same (hereinafter "THE BONUS DATE")
                  is subsequent to the date of allotment to the employee but
                  prior to the Exercise Date, the Exercise Price in respect of
                  each Option will not be altered, but the number of shares that
                  the Option holder will be entitled to receive at the Exercise
                  Date will be increased by the number of shares to which the
                  Option holder would have been entitled as bonus shares if he
                  had exercised the Options prior to the Bonus Date.

         (b)      Adjustments in respect of distribution of bonus shares in
                  accordance with the provisions of this section will also be
                  made as to Options included in the Plan even if they are
                  allocated subsequent to the Bonus Date.

         (c)      The Exercise Price of each Option will not be altered as a
                  result of the increase of the number of Exercise Shares that
                  the Option holder is entitled to as in this section aforesaid.
                  The provisions relating to the Exercise Shares will also be
                  applicable to the shares added to the Exercise Shares, subject
                  to the necessary changes.

         (d)      In the event of adjustments in accordance with this section,
                  the employee will be not entitled to the receipt of part only
                  of one whole share. Surplus exercise shares that may ensue
                  will be sold by the Company on the TASE within one month of
                  the Exercise Date after the surpluses accumulate to whole
                  shares of NIS 1 par value each in a quantity suitable for
                  trade on the TASE. The net proceeds of sale less expenses,
                  commissions and levies, will be paid to those entitled within
                  15 days of the date of sale.

        (e)     The number of Exercise Shares to which the holder of an Option
                Warrant is entitled will only be adjusted in the event of the
                distribution of bonus shares as aforesaid, but not in the event
                of any other allotment of securities (including allotments to
                interested parties).

        (f)     The bonus shares will be allotted to the Trustee and the
                provisions of the Plan and of the Trust Agreement relating to
                shares ensuing from exercise of the Options, will be applicable
                thereto.

10.      PROVISIONS AS TO RIGHTS ISSUES DURING THE OPTION PERIOD

         (a)      In the event of a rights issue by the Company to its
                  shareholders, each one of the Offer Recipients will be offered
                  rights equal to those which would have been offered to the
                  holder of Options not yet exercised, as though he had
                  exercised his Options prior to the Record Date that determines
                  the right to participate in the rights issue, the aforesaid
                  upon exercise of the Options. The payment to be paid for
                  utilization of the rights, in the event that utilization is
                  subject to any payment, will be paid upon exercise of the
                  Options linked to the Representative Rate of the US Dollar

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                  as the against the Representative Rate on the date fixed at
                  the time of the allotment as the final date for utilization of
                  the rights by shareholders ("THE ORIGINAL DATE FOR UTILIZATION
                  OF RIGHTS") up to the Representative Rate of the US Dollar
                  last published prior to the date of exercise of the Options
                  ("RIGHTS UTILIZATION PRICE").

         (b)      In the event of a rights issue by the Company to its
                  shareholders, in the frame of which convertible securities are
                  issued, the final date for realization or conversion of which
                  is prior to the final date for exercise of any Options not yet
                  exercised ("THE CONVERTIBLE SECURITIES"), each of the Offer
                  Recipients will be entitled to utilize the rights offered to
                  him in such issue even prior to the exercise of the Options
                  allocated to him in accordance with this Plan, but not later
                  than the final utilization date of the Convertible Securities
                  issued, the aforesaid in the manner, on the dates and on the
                  other terms fixed for the shareholders of the Company in the
                  Prospectus of the rights issue, provided that if the rights of
                  the issue include different classes of securities ("UNITS"),
                  the Offer Recipient will be bound to utilize the rights in
                  respect of the Units in their entirety and to pay the full
                  price for utilization of such rights.

         (c)      The Company will include such undertaking at the time of the
                  issue of the Convertible Securities, so that the number of
                  securities registration of which is applied for, will include
                  the quantity of securities to which the Offer Recipient will
                  be entitled to in accordance with this section.

         (d)      The auditor of the Company will certify the quantities to be
                  offered by the Company that each of the Offer Recipients will
                  be entitled to receive and the amounts to be paid by him as in
                  this section aforesaid.

         (e)      Adjustments in respect of the issue of rights in accordance
                  with the provisions of this section will also be made in
                  respect of Options included in the Plan that are allocated
                  subsequent to the issue date.

11.      ADDITIONAL PROVISIONS FOR PROTECTION OF THE OPTION HOLDERS

         (a)      The right of the Offer Recipients to securities of the Company
                  in the event of the distribution of bonus shares and/or rights
                  issue as in sections 9 and 10 above, will be reserved until
                  the Exercise Date of the Options and will be actually carried
                  out only on the Exercise Date; namely - only on exercise of
                  the Options, in whole or in part, by the Offer Recipient, will
                  the Offer Recipient be entitled to receive or to purchase, as
                  the case may be, the securities to which he became entitled as
                  a result of the distribution of bonus shares or the rights
                  issue, as the case may be, in respect of the number of
                  Exercise Shares actually exercised from time to time.

         (b)      As security for the rights of the Offer Recipient as aforesaid
                  in this section, the Company will set aside in its share
                  capital, securities in a sufficient quantity to enable the
                  Offer Recipients to exercise their rights as aforesaid.

12.      As from the date of the Plan for so long as the Options have not been
         exercised, but in no event later than the termination of the Exercise
         Period of such Options, the following provisions will apply to the
         holders of the Option Warrants:

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         (a)      The Company will reserve a sufficient number of Shares in its
                  registered share capital in order to secure the right of
                  exercise of the Options including the right to bonus shares
                  (if distributed), and if the need should arise the Company
                  will increase its registered share capital.

         (b)      The Company will not distribute bonus shares that may cause
                  reduction of the price of the Exercise Share below its par
                  value.

         (c)      The Company will not alter the rights attached to the Ordinary
                  Shares of NIS 1 par value and will not issue shares of a new
                  class that are entitled to participate in the surplus assets
                  in the event of winding up, otherwise than with the consent of
                  a special resolution of the Option holders.

         (d)      In the event of the carrying of a resolution for the voluntary
                  winding up of the Company, the Company will notify all the
                  Option holders in writing as to the adoption of such
                  resolution. In such event, every Option holder will be
                  entitled, within 30 days of the date of the notice, to notify
                  the Company in writing of his desire to be regarded as having
                  utilized his right of exercise prior to receipt of the notice.
                  In such event, and after payment of the Exercise Price, the
                  Option holder may participate in the amount that he would have
                  received in the winding up of the Company as the holder of the
                  shares resulting from exercise of the Option Warrants held by
                  him prior to the adoption of the resolution for winding up, if
                  any balance remains for distribution.

         (e)      If there shall be any change in the par value of shares of the
                  Company of the same class as the Exercise Shares, such change
                  will apply also to the Exercise Shares, however the Option
                  holder will not be entitled to receive part of a share. All
                  shares that may ensue as a result of any such event will be
                  sold by the Company on the TASE within one month of the date
                  of such allotment after the surpluses accumulate to whole
                  shares of NIS 1 par value each in a quantity suitable for
                  trade on the TASE. The net proceeds of sale less expenses,
                  commissions and levies, will be paid to those entitled within
                  15 days of the date of sale.

         (f)      To the extent that the Company is a party to an agreement or
                  arrangement for share exchange (such as a merger or
                  reconstruction) (hereinafter "THE EXCHANGE") in which the
                  holders of the Ordinary Shares of the Company are offered the
                  exchange of such shares for shares of some other corporation,
                  the Company may obligate all of its employees who have not yet
                  exercised the Option Warrants held by them or for them, to
                  accept Options that may exercised for shares of the other
                  corporation in substitution for the Options of the Company
                  held by them, the aforesaid proportionately to the exchange
                  rate fixed for all shareholders of the Company and provided
                  that the total Exercise Price in respect of such Options held
                  by for the employee in respect of all of the substitute
                  Options to be allotted, will be equal to the total Exercise
                  Price in respect of all the Options held by or for the
                  employee that have not yet been exercised and provided that
                  the employee will not be prejudiced in any matter relating to
                  the periods for exercise fixed in this Plan, subject to
                  approval by the Income Tax Authorities as to continuous
                  blocking period.

                                      -13-
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13.      TAX AND COMPULSORY PAYMENTS ASPECTS

         (a)      Any liability for tax including income tax, National
                  Insurance, Health Tax and any other compulsory payment
                  applicable to the employee in respect of the receipt of the
                  Option Warrants, the exercise thereof and sale of the Exercise
                  Shares will be borne in full by the employees who receive the
                  Option Warrants. The Company will not bear the tax imposed, if
                  imposed on such employees, in respect of the Offer to the
                  employees, whether by way of grossing up or in any other
                  manner.

         (b)      The Company will notify the tax authorities as to the adoption
                  of the Plan to the extent that the Plan relates to those
                  employees who are subject to Israeli tax law in the frame of
                  section 102 of The Income Tax Ordinance (New Version). With
                  regard to those employees of the subsidiaries of the company
                  who are subject to Israeli tax laws, the Company will file an
                  application for the application to them of the provisions of
                  section 102 of The Income Tax Ordinance. The Options that are
                  the subject of this Plan (including Options offered to
                  employees who are not subject to Israeli tax law) will be
                  deposited with the Trustee and will be blocked as detailed in
                  section 15 hereafter.

         (c)      The Trustee will hold the Options for the employee for a
                  period not less than the blocking period and will also hold
                  the Exercise Shares until payment of the tax payable by the
                  employee.

14.      TAXATION ON THE OPTION WARRANTS

         (a)      In accordance with the provisions of Section 102 and the Rules
                  enacted thereunder, the income of the employee from the
                  allotment of the Option Warrants offered in the frame of the
                  provisions of the Section are exempt from income tax in Israel
                  at the time of allotment (to the extent that Israeli tax laws
                  are applicable) if the following main conditions are fulfilled
                  - (a) The Option Warrants are deposited with a Trustee
                  approved by the Income Tax Commissioner for the purpose of
                  Section 102 for a period of two years at least from the date
                  of allotment or for some other period fixed by law or by
                  approval of the Income Tax Authorities ("THE BLOCKING
                  PERIOD"); (b) The employee continues to be an employee of the
                  Company during the Blocking Period (except if he ceased to be
                  employed by the Company as a result of death or as a result of
                  special circumstances not in the control of the employee to
                  the satisfaction of the Income Tax Commissioner); (c) The
                  Trustee does not transfer the Option Warrants and/or the
                  Exercise Shares to the employee and the employee does not
                  transfer his right to the Option Warrants within such period
                  of two years. These limitation of transfer of the Option
                  Warrants and the Exercise Shares during the Blocking Period
                  will apply, with the changes required by

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                  the context, also to bonus shares and any other securities
                  that may be distributed, including in the frame of a rights
                  issue, and to which the employee is entitled during the
                  Blocking Period in respect of the option Warrants offered
                  and/or in respect of the Exercise Shares. In the event that
                  the employee exercises the Option Warrants for shares and
                  continues to hold the shares by means of the Trustee, the
                  employee will be entitled to all the rights carried by the
                  Exercise Shares including the voting rights thereof.

         (b)      In accordance with section 102 and the Rules enacted
                  thereunder pursuant to which the obligation for payment of
                  income tax in Israel is to borne by the employees with regard
                  to whom Israeli tax laws are applicable (each employee in
                  accordance with the tax margin rate applicable to him) at the
                  time on which the Trustee sells the Exercise Shares on their
                  behalf, or at the time on which the Trustee transfers the
                  Exercise Shares to the employee, whichever is the earlier, and
                  in such event the employee will be regarded, for tax purposes,
                  as though he had sold for consideration as defined in section
                  88 of The Income Tax Ordinance. In the event that the employee
                  chooses, to the extent permissible, Alternative 6(b), tax will
                  be deducted accordingly.

         (c)      If an employee to whom Israeli tax laws are applicable
                  receives the Exercise Shares in his name or in his bank
                  account, or if the Trustee sells the Exercise Shares in
                  accordance with the instruction of the employee, the Trustee
                  will deduct tax at source at the rate of 30% of the value of
                  the shares on the date of the receipt of same by the employee
                  or from the consideration received from the sale thereof, as
                  the case may be, or at such other rate as may be fixed by the
                  Tax Commissioner or in a general approval given to the Company
                  by the Tax Authorities. In the event that the employee
                  chooses, to the extent permissible, Alternative 6(b), tax will
                  be deducted accordingly.

         (d)      The aforesaid in this section relates to Israeli law in force
                  at the time of the Plan with regard to employees to whom
                  Israeli tax law applies. The provisions of law relating to
                  compulsory payments and tax aspects in respect of the Option
                  Warrants allocated under this Plan may changed from time to
                  time. The provisions of law relating to compulsory payments
                  and tax levies in respect of the Option Warrants payable by
                  employees to whom Israeli tax law does not apply, are not
                  detailed in this document and each of such employees is
                  entitled to check the tax laws applicable to him.

         THE AFORESAID DOES NOT PURPORT TO CONSTITUTE AN AUTHORITATIVE
         INTERPRETATION OF THE PROVISIONS OF LAW ABOVE REFERRED TO OR A
         EXHAUSTIVE DESCRIPTION OF ALL PROVISIONS OF LAW RELATING TO TAX THAT
         MAY BE IMPOSED IN CONNECTION WITH THE OPTION WARRANTS OFFERED TO THE
         EMPLOYEES, AND DOES NOT COME IN PLACE OF LEGAL AND PROFESSIONAL ADVICE
         ON THESE MATTERS. AS USUAL WITH REGARD TO INVESTMENT DECISIONS, EACH
         EMPLOYEE WHO RECEIVES OPTION WARRANTS WHO DECIDES TO EXERCISE THEM,
         SHOULD WEIGH UP THE VARIOUS TAX ASPECTS AND THE TAX REPERCUSSIONS OF
         HIS INVESTMENT. THE EMPLOYEE SHOULD CONSULT PROFESSIONAL CONSULTANTS,
         INCLUDING LEGAL AND TAX ADVISERS, TAKING INTO CONSIDERATION HIS OWN
         SPECIAL CIRCUMSTANCES AND THE LAWS APPLICABLE TO HIM.

15.      BLOCKING

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         (a)      The Options (including the Exercise Shares allotted in respect
                  of same and securities issued for adjustments in respect of
                  bonus shares or rights issue) will be blocked in the hands of
                  the Trustee, who will hold them during the Blocking Period in
                  trust for the Employees with respect to whom Israeli tax law
                  is applicable, in the frame of Section 102 of The Income Tax
                  Ordinance (New Version). For the sake of caution it is
                  clarified that the exercise procedures fixed in this Plan,
                  including the holding of the Options by the Trustee, for a
                  period of not less than the Blocking Period, will also apply
                  to those employees with respect to whom Israeli tax law is not
                  applicable.

         (b)      Because the relation of employee-employer exists between the
                  Employees and the Company and because the employees will not
                  become interested parties by virtue of their holdings even
                  after exercise of the Options in accordance with this Plan, no
                  blocking provisions will be applicable to them.

16.      NOTICES
         Any notice from the Company to the holders of the Option Warrants will
         be given by notice in writing to be delivered to the employee at the
         place at which he works or at his address as registered with the
         Company.

Date: October 23, 2002


                                                   DELTA GALIL INDUSTRIES LTD.