EXHIBIT 10.4

CAMTEK LTD.

EMPLOYEE SHARE OPTION PLAN

(In compliance with Amendment No. 132 of the Israeli Tax Ordinance, 2002)

|1. | Definitions                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                            
|   | As used herein the following terms shall have the
  meanings hereinafter set forth, unless the context clearly indicates to the
  contrary.
|   |                                                                                                                                            
|   | (A)                                                                                                                                        
|   |                                                                                                                                            
|   | (B)                                                                                                                                        
|   |                                                                                                                                            
|   | (C)                                                                                                                                        
|   |                                                                                                                                            
|   | (D)                                                                                                                                        
|   |                                                                                                                                            
|   | (E)                                                                                                                                        
|   |                                                                                                                                            
|   | (F)                                                                                                                                        
|   |                                                                                                                                            
|   | (G)                                                                                                                                        
|   |                                                                                                                                            
|   | (H)                                                                                                                                        
|   |                                                                                                                                            
|   | (I)                                                                                                                                        
|   |                                                                                                                                            
|   | (J)                                                                                                                                        
|   |                                                                                                                                            
|   | (K)                                                                                                                                        
|   |                                                                                                                                            
|   | (L)                                                                                                                                        

---

---

|   | (M)            | Holder of Control
   as defined in Section 32(9) to the Ordinance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | -------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (N)            | Affiliated
  Company  any company which is a Holder of Control in the Company
  (Parent Company) and any other company in which the Company or the Parent
  Company is a Holder of Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (O)            | Restricted Period
   as defined in Section 6.5 hereinbelow.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | The Plan      
|   |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 2.1            | Purpose - The purpose and intent
  of the Plan is to grant to selected employees of the Company an opportunity
  to purchase Shares of the Company by way of granted Options and to provide an
  additional incentive to such employees to remain in the employ of the
  Company, to encourage the sense of proprietorship of such employees, and to
  stimulate the active interest of such employees in the success of the
  Company.                                                                                                                                                                                                                                                                             
|   |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 2.2            | Framework - The Plan shall be
  implemented and the Options will be granted in accordance with the provisions
  of Section 102 of the Israeli Income Tax Ordinance (New Version), 1961-- as
  amended pursuant to Amendment No. 132 of the Israeli Income Tax
  Ordinance (New Version), 2002 -- and with the rules and regulations
  promulgated thereunder, as are in effect from time to time (hereinafter: the
  Ordinance); unless the Company
  chooses otherwise, the Plan shall be implemented and the Options will be
  granted in accordance with those provisions of Section 102 of the Ordinance
  which are applicable to the granting of Options through a Trustee in the
  capital gains tax track.
|   |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 2.3            | Effective Date - The Board has
  resolved to adopt and authorize the Plan and has resolved that it shall enter
  into effect commencing 1.9.97.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | Administration
|   |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 3.1            | The Plan shall be administered by the Board or by a
  committee appointed by the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 3.2            | The Board shall have sole and full discretion and
  sole authority to administer the Plan and all actions related thereto,
  including to perform any and all of the following from time to time and at
  any time:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                | 3.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                | 3.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                | 3.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                | 3.2.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                | 3.2.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

2

---

---

|   | 3.3                                                                                                                                                                                                                                                                                                                                                                              | Any amendment or modification of the Plan, if any,
  shall be applicable to the relationship between the Grantee and the Company,
  including under the Option Agreements and the amendment or modification shall
  be deemed to have been included in the Plan and the Option Agreements, ab initio, unless the amendment or
  modification adversely affects the rights of a Grantee under the Vested
  Options.                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | Eligibility                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|   | In determining the employees in favor of whom
  Options are to be granted, the number of Options to be granted and the terms
  of the Options, the Board may take into account the nature of the services
  rendered by the respective employee, his present and future potential and
  contribution to the Companys success, and any other data the Board may deem
  relevant.
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|5. | Reserved Shares                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|   | The total number of Options to be granted to the
  Grantees pursuant to the Plan shall be determined from time to time by the
  Board.                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company shall at all times reserve such number
  of authorized but unissued Shares which equals the number of Shares to which all
  of the then outstanding Options may be converted upon exercise.                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|6. | Grant of Options and Issuance of
  Shares in Trust                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 6.1                                                                                                                                                                                                                                                                                                                                                                              | The Options shall be granted in favor of the Grantee
  for no consideration.                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 6.2                                                                                                                                                                                                                                                                                                                                                                              | The Options and the Grantees rights thereunder
  shall be subject to the execution of an Option Agreement between the Company
  and the Grantee, which Option Agreement shall set forth the terms and
  conditions of the Options, as determined by the Company, including without
  limitation, the number of Options granted thereunder, the terms of exercise
  thereof (including the Exercise Price) and any other term the Board may deem
  necessary.
|   |                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 6.3                                                                                                                                                                                                                                                                                                                                                                              | In addition, the Options shall be subject to the
  execution of all the documents necessary in order to comply with the
  Ordinance, and all other documents required by the Company, (the Option
  Agreement and said documents shall be hereinafter referred to as: the Documents).                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 6.4                                                                                                                                                                                                                                                                                                                                                                              | The Company shall provide the Grantee with the
  Documents for signature after the Board adopts a resolution to grant Options
  in favor of such Grantee, and the Company shall sign such Documents after
  they have been duly signed and returned by such Grantee.                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                  | It is hereby clarified that the execution of the
  said Documents by the Grantee does not exempt the Grantee from signing any
  other document as may be required by the Company at a later stage.                                                                                                                                                                                                                                                           

3

---

---

|   | 6.5              | In order to fulfill the provisions of Section 102 of
  the Ordinance, the Options granted hereunder shall be held by the Trustee and
  the Exercised Shares shall be issued to the Trustee, and both shall be
  registered in the name of the Trustee, who shall hold the Options and/or the
  Exercised Shares in trust for such period of time as required by the
  provisions of Section 102 of the Ordinance applicable to options granted
  through a Trustee in the capital gains tax track (or, if the Company chooses
  the income tax track - as required by the provisions of Section 102
  applicable to such track) (hereinafter: the Restricted Period), and then continuing until such time as
  they are released, as hereinafter provided.
|-- | ---------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7. | Terms of Options
|   |                 
|   | 7.1              | The amount of Options and the Exercise Price for
  each Grantee shall be determined by the Board and shall be specified in the
  Option Agreement; if not determined otherwise by the Board, the Exercise
  Price shall be the fair market value of the Shares on the date of the grant
  of the Options. For as long as the Companys shares are traded on Nasdaq,
  said fair market value shall be as determined by the closing value of the
  Shares listed on Nasdaq at the closing of the last previous day of trading.                                                                                                                                                                                                                               
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 7.2              | Unless otherwise determined by the Board with
  respect to any specific Grantee, the right of a Grantee to exercise the
  Options granted in such Grantees favor during the Exercise Period shall be
  vested with such Grantee as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                  | In the event that the employment of the Grantee is
  terminated for any reason (including due to death or disability), all of the
  Options granted in his favor which are not yet Vested Options shall
  immediately expire and terminate, shall become null and void and shall not
  entitle the Grantee to any right in or to the Company.                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 7.3              | Exercise Period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                  | 7.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

4

---

---

| |  | 7.3.2 | Notwithstanding, in the event of a merger of the
  Company with or into another corporation, or the sale of all or substantially
  all the assets or the shares of the Company (such merger or sale: the Merger Transaction),
  the surviving or the acquiring entity, as the case may be, or their
  respective parent company or subsidiary (the Successor Entity), may either assume the Companys rights
  and obligations under outstanding Options or substitute the outstanding
  Options with substantially equivalent options exercisable to shares of the
  Successor Entitys shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  |       | For purposes of this Section 7.3.2, the outstanding
  Options shall be deemed assumed or substituted by the Successor Entity if,
  following the consummation of the Merger Transaction, the outstanding Options
  confer the right to receive, for each share subject to any outstanding Option
  immediately prior to the consummation of the Merger Transaction, the same
  consideration (whether shares, cash or other securities or property) to which
  an existing holder of a share on the effective date of consummation of the
  Merger Transaction was entitled; provided however, that if the consideration
  to which such existing holder is entitled is not solely securities of the
  Successor Entity, than the Board may determine, with the consent of the
  Successor Entity, that the consideration to be received by the Grantees for
  their outstanding Options, will be solely securities of the Successor Entity
  equal in their market value to the per share consideration received by the
  holders of shares in the Merger Transaction.                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  |       | In the event that the Successor Entity does not
  assume or substitute all of the outstanding Options of a Grantee, then the
  Grantee shall have a period of 15 days, from the date designated by the
  Company in a written notice given to the Grantee, to exercise the Vested
  Options of the Grantee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  |       | All Options, whether vested or not, which are
  neither assumed or substituted by the Successor Entity, nor exercised by the
  end of the said 15 day period, shall expire and terminate effective as of the
  date of the consummation of the Merger Transaction, shall become null and
  void and shall not entitle the Grantee to any right in or towards the
  Company.7.4  Vested Options may be
  exercised at one time or from time to time during the Exercise Period, but
  only by the Trustee, after the Trustee shall have received written
  instructions from the Grantee, accompanied by the full payment of the
  Exercise Price for the Vested Options then being exercised, by personal check
  or cashiers check payable to the order of the Company (the written
  instructions accompanied by the full payment shall be referred to hereinafter
  as: the Exercise Notice). The Trustee shall exercise such
  Vested Options with respect to which the Exercise Notice was given, by giving
  the Company, at its principal office, written notice of intent to exercise
  such Vested Options, accompanied by the Exercise Notice; provided however,
  that in case payment is made by personal check (and not by cashiers check),
  the Options shall not be considered as exercised, and the Company shall not
  issue the Exercised Shares in respect thereof, until the personal check shall
  have been fully honored by the bank on which it was drawn.

5

---

---

|   | 7.5             | The Exercised Shares shall be issued in the name of
  the Trustee who shall hold same for the entire Restricted Period and until
  their release as hereinafter provided.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 7.6             | A Grantee whose employment with the Company was
  terminated for any reason (including death or disability) shall be entitled
  only to the Shares which were previously exercised and the Vested Options,
  and the remaining Options (i.e. non-Vested) shall expire and terminate and
  become null and void and shall not entitle the Grantee to any right in or to
  the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8. | Transferability
|   |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 8.1             | The Options and all rights related thereto shall not
  be assignable, transferable, subjected to an attachment, lien or encumbrance
  of any kind.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 8.2             | Notwithstanding the abovesaid, the Vested Options
  shall be transferable by will or intestacy, provided that the Company
  receives written notice thereof, accompanied by a certified copy of the Will
  or Intestacy Order and/or other evidence deemed acceptable by the Board, and
  accompanied by the transferee(s) written consent to the provisions and rules
  of the Ordinance, the Plan, and the Option Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 8.3             | Following the exercise of the Vested Options, the
  Exercised Shares shall be transferable after the Restricted Period, subject
  to all applicable securities regulations, lock-up provisions, the conditions
  and restrictions as may be included in the option agreement and/or the
  conditions and restrictions as may be included in the Companys Securities
  Law Compliance Manuel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                 | Further, to the extent that applicable law provides
  for concurrent payment of taxes by the transferor upon transfer, the
  Exercised Shares shall only be transferable once payment of all taxes
  required to be paid in connection with a sale or transfer of Exercised Shares
  shall have been made to the Israeli Tax Authorities, confirmation of same
  shall have been received by the Trustee or the Company, and the conditions
  set forth in Section 9 hereunder shall have been fulfilled.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 8.4             | Without derogating from the abovesaid, in the event
  the shareholders of the Company (not including shareholders who purchased
  shares under an employee share option plan) (hereinafter: the Selling Shareholders) intend to sell all
  of their shares in the Company, and to the effect that the Grantee was asked
  to do so by the majority of the Selling Shareholders (which majority shall be
  determined according to the pro rata share of each Selling Shareholder of the
  issued share capital of the Company), the Grantee shall be obligated to join
  the sale and sell his Shares, under the same conditions as the Selling
  Shareholders are selling their shares, and if requested by the purchasers of
  such sale, at the purchasers sole discretion, the Grantee shall sell to the
  purchasers the Vested Options, under the same terms, as if the Grantee had
  exercised same immediately prior to the sale.
|   |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|9. | Release        
|   |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 9.1             | Trustee Options and Exercised Shares issued pursuant
  to the exercise thereof, and all rights attached thereto (including bonus
  shares), shall be held by the Trustee for the entire Restricted Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                 | The Grantee shall not be entitled to receive the
  Options, the Exercised Shares issued pursuant to the exercise thereof or any
  right attached thereto (including bonus shares), or to request the transfer
  or sale thereof to any third party, before the lapse of the Restricted
  Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

6

---

---

|    | 9.2                   | Upon the lapse of the Restricted Period, the Trustee
  may, pursuant to the written request of the Grantee, release and transfer the
  Exercised Shares to the Grantee, or to any third party to whom the Grantee
  wishes to sell the Exercised Shares, as indicated in the Grantees written
  notice, provided however that all the following conditions will have been
  fulfilled prior to such transfer: (i) payment to the Israeli Tax Authorities
  of all taxes required to be paid upon the release and transfer of the
  Exercised Shares and confirmation of same received by the Trustee; and (ii)  receipt
  by the Trustee of written confirmation issued by the Company to the Trustee
  stating that all requirements for said release and transfer have been
  fulfilled according to the terms of the Articles, the Ordinance, the Plan and
  the Option Agreement.
|--- | --------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                       | The date on which the Exercised Shares shall be
  released and transferred to the Grantee shall hereinafter be referred to as
  the Date of Release.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10. | Termination          
|    |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 10.1                  | Notwithstanding anything to the contrary herein, any
  Option granted in favor of a Grantee not exercised by such Grantee within the
  Exercise Period and in strict accordance with the terms of the Plan and the
  Option Agreement, shall, upon the lapse of the Exercise Period, immediately
  expire and terminate, become null and void, and shall not entitle the Grantee
  to any right in, or toward the Company in connection with same, and all
  interests and rights of the Grantee, in and to same, shall expire.                                                                                                                                                                                                                                                                                                                                                       
|    |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 10.2                  | Notwithstanding anything to the contrary herein,
  upon the issuance of a court order declaring the bankruptcy of a Grantee, or
  the appointment of a receiver or a provisional receiver for a Grantee, or
  over his assets, or any part thereof, or upon making a general assignment for
  the benefit of his creditors, any Option issued and registered in favor of such
  Grantee which was not yet exercised by the Grantee shall immediately expire
  and terminate, become null and void and shall not entitle the Grantee, his
  receiver, successors, creditors or assignees, to any right in, or toward the
  Company in connection with same, and all interests and rights of the Grantee,
  his receiver, successors, creditors or assignees, in and to same, if any,
  shall expire.                                                                                   
|    |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11. | Rights as Shareholder
|    |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 11.1                  | It is hereby clarified that a Grantee shall not, by
  virtue of the Plan, the Option Agreement or any Option granted in favor of
  him thereunder, have any of the rights of a shareholder with respect to any
  Shares represented by the Options, until the Options have been exercised.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                       | Furthermore, except for the right to receive dividends
  as provided in Section 12.1 hereinafter, the Grantee shall not have any
  rights by virtue of the Exercised Shares until same shall have been
  transferred to the Grantee by registering same in the Grantees name, and
  only then shall the Grantee have the rights of a shareholder with respect to
  the shares so registered.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

7

---

---

|    | 11.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | For so long as the Exercised Shares are held by the
  Trustee, the Company shall consider only the Trustee as the owner of such
  shares for all purposes whatsoever (including without limitation, for the
  purpose of delivering notices); the Trustee, however, shall not exercise the
  voting rights conferred by such Exercised Shares in any way whatsoever, and
  shall not issue a proxy to any person or entity to vote such shares.              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 11.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The Grantee shall not have, and hereby waives the
  right to have, by virtue of the Exercised Shares, any pre-emptive rights to
  purchase, along with the other shareholders in the Company, a pro rata
  portion of any securities proposed to be offered by the Company prior to the
  offering thereof to any third party and any rights of first refusal to
  purchase any securities of the Company offered by the other shareholders of
  the Company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|12. | Dividends and Bonus Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 12.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Cash dividends paid or distributed, if any, with
  respect to the Exercised Shares held by the Trustee, shall be remitted
  directly to the Grantee who is entitled to the Exercised Shares for which the
  dividends are being paid or distributed, subject to any applicable taxation
  on such distribution of dividend, and the withholding thereof.                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 12.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | All bonus shares to be issued by the Company, if
  any, with regard to the Exercised Shares held by the Trustee, shall be
  registered in the name of the Trustee and all provisions applying to the
  Exercised Shares, shall apply to the bonus shares, mutatis mutandis.                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | 12.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The Trustee shall transfer the said bonus shares
  upon the transfer of the Exercised Shares with respect to which the bonus
  shares were issued.                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|13. | Adjustments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The number of Shares to which each outstanding
  Option is exercisable, shall be proportionately adjusted in the event of a
  reorganization of the share capital of the Company by a stock split, reverse
  stock split, combination or reclassification of the shares, as well as for a
  distribution of bonus shares. Such adjustment shall be made by the Board,
  whose determination in this matter shall be final and binding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|14. | Rights to Changes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Plan or the Option Agreement shall not affect,
  in any way, the rights, powers or freedoms of the Company or its shareholders
  to make or authorize: any sale, transfer or any change whatsoever in all or
  any part of the Companys assets, obligations or business, or any other
  business, commercial or corporate act or proceeding, whether of a similar
  character or otherwise; any or all adjustments, recapitalizations,
  reorganizations or other changes in the Companys capital structure or
  business; any merger or consolidation of the Company; any issue of bonds,
  debentures, shares (including preferred or prior preference shares ahead of
  or affecting the existing shares of the Company including the shares into
  which the Options granted hereunder are exercisable or the Exercised Shares
  or the rights thereof, etc.); or the dissolution or liquidation of the Company;
  and none of the above acts or authorizations shall entitle the Grantee to any
  right or remedy, including, without limitation, a right of compensation for
  any dilution resulting from any issuance of any shares or of any other
  securities in the Company to any person or entity whatsoever.

8

---

---

|15. | No Employment Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Nothing in the Plan, the Option Agreements or in any
  Option granted hereunder shall guarantee the Grantees employment in the
  Company and no obligation of the Company as to the length of employment of
  the Grantee or as to any other term of employment shall be implied by same;
  the Company reserves the right to terminate the employment of any employee
  pursuant to such employees terms of employment and any law.                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|16. | No Representation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Company does not and shall not, through this
  Plan or through any Option Agreement, make or be deemed to make any
  representation toward any Grantee with regard to the Company, its business,
  its value or with regard to the Companys shares in general, and the
  Exercised Shares in particular, their value or rights.                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Grantee, upon entering the Option Agreement,
  represents and warrants toward the Company, that his consent to the grant of
  the Options issued in favor of him and their exercise (if so exercised), is,
  in no respect, made on the basis of any representation or warranty made by
  the Company or by any of its directors, officers, shareholders or employees,
  and is made based only upon his examination and expectations of the Company,
  on an as is basis. The Grantee waives any claim whatsoever of non
  conformity of any kind or any other cause of action or claim of any kind
  with respect to the Options and/or the Shares exercised thereupon.                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|17. | Tax Consequences                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | All tax consequences arising from the grant or
  exercise of any Option, the payment for or the transfer of the Exercised
  Shares to the Grantee, or from any other event or act (of the Company or the
  Grantee) hereunder, shall be borne solely by the Grantee, and the Grantee
  shall indemnify the Company and hold it harmless from and against any and all
  liability for any such tax or interest or penalty.                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Company and the Trustee may withhold from any
  payment to which the Grantee may be entitled to from the Company, the amount
  of the tax and/or other mandatory payment the withholding of which is
  required with respect to the Options and/or the Exercised Shares under any
  law.                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Without derogating from the foregoing, it is hereby
  clarified that the Grantee shall bear and be liable for all tax and other
  consequences in the event that his/her Options and/or Exercised Shares are
  not held for the entire Restricted Period, all as provided in Section 102 of
  the Ordinance.                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|18. | Subordination                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | It is clarified that the Grant of the Options
  hereunder is subject to the approval by the Tax Authorities of the Plan and
  the Trustee, in accordance with the Ordinance. It is also clarified that the
  Plan and the Option Agreement are subject to the provisions of the Ordinance
  and of Section 102 applicable to the granting of options through a Trustee in
  the capital gains tax track (or, if the Company chooses the income tax track
  - the provisions of Section 102 applicable to such track), which accordingly
  shall be deemed an integral part of each, and which shall prevail over any
  term in the Plan or in the Option Agreement that is not consistent therewith.

9

---

---