EXHIBIT 4.4


               ATTUNITY LTD. - THE 2003 ISRAELI SHARE OPTION PLAN


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                                  ATTUNITY LTD.



                       THE 2003 ISRAELI SHARE OPTION PLAN

                            (as amended through 2004)


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










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                                TABLE OF CONTENTS

1. PURPOSE OF THE ISOP........................................................3

2. DEFINITIONS................................................................3

3. ADMINISTRATION OF THE ISOP.................................................6

4. DESIGNATION OF PARTICIPANTS................................................7

5. DESIGNATION OF OPTIONS PURSUANT TO SECTION 102 ............................7

6. TRUSTEE....................................................................9

7. SHARES RESERVED FOR THE ISOP...............................................9

8. PURCHASE PRICE............................................................10

9. ADJUSTMENTS...............................................................10

10. TERM AND EXERCISE OF OPTIONS.............................................12

11. VESTING OF OPTIONS.......................................................13

12. PURCHASE FOR INVESTMENT..................................................13

13. DIVIDENDS................................................................14

14. RESTRICTIONS ON ASSIGNABILITY AND SALE OF OPTIONS........................14

15. EFFECTIVE DATE AND DURATION OF THE ISOP..................................14

16. AMENDMENTS OR TERMINATION................................................14

17. GOVERNMENT REGULATIONS...................................................15

18. CONTINUANCE OF EMPLOYMENT................................................15

19. GOVERNING LAW & JURISDICTION.............................................15

20. TAX CONSEQUENCES.........................................................15

21. NON-EXCLUSIVITY OF THE ISOP..............................................15

22. MULTIPLE AGREEMENTS......................................................16

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     This plan,  as amended from time to time,  shall be known as Attunity  Ltd.
     2003 Israeli Share Option Plan (the "ISOP").


1.   PURPOSE OF THE ISOP

     The ISOP is intended to provide an  incentive  to retain,  in the employ of
     the Company and its  Affiliates  (as defined  below),  persons of training,
     experience, and ability, to attract new employees, directors,  consultants,
     service  providers  and any other entity which the Board shall decide their
     services are considered  valuable to the Company, to encourage the sense of
     proprietorship  of such persons,  and to stimulate  the active  interest of
     such persons in the  development  and  financial  success of the Company by
     providing  them with  opportunities  to  purchase  shares  in the  Company,
     pursuant to the ISOP.

2.   DEFINITIONS

     For  purposes  of the ISOP and  related  documents,  including  the  Option
     Agreement, the following definitions shall apply:

     2.1  "Affiliate"  means any  "employing  company"  within  the  meaning  of
          Section 102(a) of the Ordinance.

     2.2  "Approved  102  Option"  means an Option  granted  pursuant to Section
          102(b) of the Ordinance and held in trust by a Trustee for the benefit
          of the Optionee.

     2.3  "Board" means the Board of Directors of the Company.

     2.4  "Capital Gain Option (CGO)" as defined in Section 5.4 below.

     2.5  "Cause" means,  (i) conviction of any felony involving moral turpitude
          or affecting  the Company;  (ii) any refusal to carry out a reasonable
          directive of the chief executive officer,  the Board or the Optionee's
          direct  supervisor,  which involves the business of the Company or its
          Affiliates and was capable of being  lawfully  performed time to cure;
          (iii) embezzlement of funds of the Company or its Affiliates; (iv) any
          breach  of the  Optionee's  fiduciary  duties or duties of care of the
          Company;  including  without  limitation  disclosure  of  confidential
          information of the Company; and (v) any conduct (other than conduct in
          good  faith)  reasonably  determined  by the  Board  to be  materially
          detrimental to the Company.

          In order to remove doubt, it is hereby  clarified that in any event of
          conflict  between the  definition of the term "Cause" in this ISOP and
          the  definition of the term "Cause" in certain  employment  agreement,
          the  definition  in this ISOP  shall  prevail in  connection  with the
          Option, with the Option Agreement and with this ISOP.

     2.6  "Chairman" means the chairman of the Committee.

     2.7  "Code" means the United States  Internal  Revenue Code of 1986, as now
          in effect or as hereafter amended.

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     2.8  "Committee" means a share option compensation  committee of the Board,
          designated  from time to time by the  resolution  of the Board,  which
          shall consist of no fewer than two members of the Board. The Committee
          shall consist of directors  who are "outside  directors" as defined in
          Section 162(m) of the Code and "Non-Employee  Directors" as defined in
          Rule 16b-3 promulgated by the Securities and Exchange Commission under
          the United States Securities Exchange Act of 1934.

     2.9  "Company" means Attunity Ltd., an Israeli company.

     2.10 "Companies Law" means the Israeli  Companies Law 5759-1999,  as now in
          effect or as hereafter amended.

     2.11 "Controlling  Shareholder"  shall have the  meaning  ascribed to it in
          Section 32(9) of the Ordinance.

     2.12 "Date of Grant" means,  the date of grant of an Option,  as determined
          by the Board or authorized  Committee and set forth in the  Optionee's
          Option Agreement.

     2.13 Employee"  means  a  person  who is  employed  by the  Company  or its
          Affiliates, including an individual who is serving as a director or an
          office holder, but excluding Controlling Shareholder.

     2.14 "Expiration date" means the date upon which an Option shall expire, as
          set forth in Section 10.2 of the ISOP.

     2.15 "Fair  Market  Value"  means  as of any  date,  the  value  of a Share
          determined as follows:

          (i) If the Shares are listed on any  established  stock  exchange or a
          national  market  system ,  including  without  limitation  the NASDAQ
          National  Market system,  or the NASDAQ  SmallCap Market of the NASDAQ
          Stock  Market,  the Fair Market Value shall be the closing sales price
          for such Shares (or the closing  bid, if no sales were  reported),  as
          quoted on such  exchange  or system for the last  market  trading  day
          prior  to  time of  determination,  as  reported  in the  Wall  Street
          Journal, or such other source as the Board deems reliable.

          Without  derogating  from  the  above,   solely  for  the  purpose  of
          determining  the tax  liability  pursuant to Section  102(b)(3) of the
          Ordinance,  if at the Date of Grant the Company's shares are listed on
          any  established  stock exchange or a national market system or if the
          Company's  shares will be  registered  for trading  within ninety (90)
          days following the Date of Grant,  the Fair Market Value of a Share at
          the Date of Grant shall be determined  in accordance  with the average
          value  of  the  Company's  shares  on the  thirty  (30)  trading  days
          preceding  the  Date of  Grant  or on the  thirty  (30)  trading  days
          following the date of registration for trading, as the case may be;

          (ii) If the Shares are  regularly  quoted by a  recognized  securities
          dealer but selling  prices are not  reported,  the Fair  Market  Value
          shall be the mean  between  the high bid and low asked  prices for the
          Shares  on  the  last   market   trading  day  prior  to  the  day  of
          determination, or;

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          (iii) In the absence of an established market for the Shares, the Fair
          Market Value thereof shall be determined in good faith by the Board.

     2.16 "ISOP"  means this 2003 Israeli  Share Option Plan,  as may be amended
          from time to time.

     2.17 "ITA" means the Israeli Tax Authorities.

     2.18 "Non-Employee"   means  a  consultant,   adviser,   service  provider,
          Controlling Shareholder or any other person who is not an Employee.

     2.19 "Ordinary Income Option (OIO)" as defined in Section 5.5 below.

     2.20 "Option" means an option to purchase one or more Shares of the Company
          pursuant to the ISOP.

     2.21 "102 Option" means any Option granted to Employees pursuant to Section
          102 of the Ordinance.

     2.22 "3(i) Option" means an Option granted  pursuant to Section 3(i) of the
          Ordinance to any person who is Non- Employee.

     2.23 "Optionee"  means a person who  receives or holds an Option  under the
          ISOP.

     2.24 "Option  Agreement"  means  the share  option  agreement  between  the
          Company and an Optionee  that sets out the terms and  conditions of an
          Option.

     2.25 "Ordinance"  means the 1961 Israeli Income Tax Ordinance [New Version]
          1961  as  now  in  effect  or as  hereafter  amended  and  regulations
          promulgated thereunder.

     2.26 "Purchase Price" means the price for each Share subject to an Option.

     2.27 "Section  102" means  section 102 of the Ordinance as now in effect or
          as hereafter amended.

     2.28 "Share"  means the  ordinary  shares,  NIS 0.1 par value each,  of the
          Company.  2.29  "Successor  Company"  means any entity the  Company is
          merged to or is acquired by, in which the Company is not the surviving
          entity.

     2.30 "Transaction"  means (i) merger,  acquisition or reorganization of the
          Company  with one or more other  entities  in which the Company is not
          the surviving  entity,  (ii) a sale of all or substantially all of the
          assets or shares of the Company not covered by paragraph (1) above.

     2.31 "Trustee" means any individual  appointed by the Company to serve as a
          trustee and approved by the ITA, all in accordance with the provisions
          of Section 102(a) of the Ordinance.

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     2.32 "Unapproved  102 Option" means an Option  granted  pursuant to Section
          102(c) of the  Ordinance  and not held in trust by a  Trustee  for the
          benefit of the Optionee.

     2.33 "Vested  Option"  means any  Option,  which has  already  been  vested
          according to the Vesting Dates.


     2.34 "Vesting Dates" means, as determined by the Board or by the Committee,
          the date as of which the  Optionee  shall be entitled to exercise  the
          Options  or part of the  Options,  as set forth in  section  11 of the
          ISOP.

3.   ADMINISTRATION OF THE ISOP

     3.1  The Board shall have the power to administer the ISOP either  directly
          or upon  the  recommendation  of the  Committee,  all as  provided  by
          applicable  law  and  in  the  Company's   Articles  of   Association.
          Notwithstanding the above, the Board shall automatically have residual
          authority:  (i) if no Committee  shall be constituted or; (ii) if such
          Committee shall cease to operate for any reason or; (iii) with respect
          to the rights not delegated by the Board to the Committee.

     3.2  The  Committee  shall  select one of its members as its  Chairman  and
          shall hold its meetings at such times and places as the Chairman shall
          determine.  The Committee shall keep records of its meetings and shall
          make such rules and  regulations for the conduct of its business as it
          shall deem advisable.

     3.3  The  Committee  shall have the power to recommend to the Board and the
          Board  shall  have the full  power and  authority  to:  (i)  designate
          participants;   (ii)   determine  the  terms  and  provisions  of  the
          respective  Option  Agreements,  including,  but not  limited  to, the
          number of Options to be granted to each Optionee, the number of Shares
          to be covered by each Option,  provisions  concerning the time and the
          extent  to which the  Options  may be  exercised  and the  nature  and
          duration of  restrictions  as to the  transferability  or restrictions
          constituting  substantial  risk of forfeiture and to cancel or suspend
          awards,  as  necessary;  (iii)  determine the Fair Market Value of the
          Shares covered by each Option; (iv) make an election as to the type of
          Approved 102 Option; and (v) designate the type of Options.

          The  Committee  shall have full power and  authority to :(i) alter any
          restrictions  and  conditions of any Options or Shares  subject to any
          Options (ii) interpret the provisions and supervise the administration
          of the ISOP;  (iii) accelerate the right of an Optionee to exercise in
          whole or in part, any previously  granted  Option;  (iv) determine the
          Purchase Price of the Option;  (v) prescribe,  amend and rescind rules
          and  regulations  relating  to the  ISOP;  and  (vi)  make  all  other
          determinations deemed necessary or advisable for the administration of
          the ISOP.

     3.4  Notwithstanding  the above,  the  Committee  shall not be  entitled to
          grant  Options to the  Optionees,  however,  it will be  authorized to
          issue Shares  underlying  Options which have been granted by the Board
          and duly  exercised  pursuant to the  provisions  herein in accordance
          with section 112(a)(5) of the Companies Law.

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     3.5  The Board shall have the authority to grant, at its discretion, to the
          holder of an  outstanding  Option,  in exchange for the  surrender and
          cancellation  of such  Option,  a new Option  having a purchase  price
          equal to, lower than or higher than the Purchase Price of the original
          Option so surrendered and canceled and containing such other terms and
          conditions  as the  Committee  may  prescribe in  accordance  with the
          provisions of the ISOP.

     3.6  Subject to the Company's  Articles of  Association,  all decisions and
          selections  made  by  the  Board  or  the  Committee  pursuant  to the
          provisions  of the ISOP  shall be made by a  majority  of its  members
          except that, subject to the provisions of the Companies Law, no member
          of the Board or the Committee  shall vote on, or be counted for quorum
          purposes,  with  respect  to any  proposed  action of the Board or the
          Committee  relating  to any Option to be granted to that  member.  Any
          decision  reduced to writing shall be executed in accordance  with the
          provisions of the Company's  Articles of Association,  as the same may
          be in effect from time to time.

     3.7  The  interpretation  and construction by the Board or the Committee of
          any provision of the ISOP or of any Option Agreement  thereunder shall
          be final and conclusive unless otherwise determined by the Board.

     3.8  Subject to the  Company's  Articles of  Association  and the Company's
          decision,  and to all approvals legally required,  including,  but not
          limited to the  provisions  of the  Companies  Law, each member of the
          Board or the Committee  shall be indemnified  and held harmless by the
          Company  against  any  cost  or  expense   (including   counsel  fees)
          reasonably  incurred by him, or any liability  (including any sum paid
          in settlement of a claim with the approval of the Company) arising out
          of any act or  omission  to act in  connection  with the  ISOP  unless
          arising  out of such  member's  own fraud or bad faith,  to the extent
          permitted by applicable law. Such indemnification shall be in addition
          to any rights of indemnification  the member may have as a director or
          otherwise under the Company's Articles of Association,  any agreement,
          any vote of shareholders or disinterested directors,  insurance policy
          or otherwise.

4.   DESIGNATION OF PARTICIPANTS

     4.1  The persons eligible for  participation in the ISOP as Optionees shall
          include any Employees  and/or  Non-Employees  of the Company or of any
          Affiliate;  provided,  however, that (i) Employees may only be granted
          102 Options;  (ii) Non-Employees may only be granted 3(i) Options; and
          (iii) Controlling Shareholders may only be granted 3(i) Options.

     4.2  The grant of an Option hereunder shall neither entitle the Optionee to
          participate  nor  disqualify the Optionee from  participating  in, any
          other  grant of Options  pursuant  to the ISOP or any other  option or
          share plan of the Company or any of its Affiliates.

     4.3  Anything in the ISOP to the  contrary  notwithstanding,  all grants of
          Options  to  directors  and office  holders  shall be  authorized  and
          implemented in accordance  with the provisions of the Companies Law or
          any successor act or regulation, as in effect from time to time.

5.   DESIGNATION OF OPTIONS PURSUANT TO SECTION 102

     5.1  The Company may  designate  Options  granted to Employees  pursuant to
          Section 102 as Unapproved 102 Options or Approved 102 Options.

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     5.2  The  grant of  Approved  102  Options  shall be made  under  this ISOP
          adopted by the Board as  described  in Section 15 below,  and shall be
          conditioned  upon the  approval of this ISOP by the ITA as required by
          Section 102.

     5.3  Subject to the  provisions  of Section 5.6 below,  Approved 102 Option
          may either be  classified  as Capital Gain Option  ("CGO") or Ordinary
          Income Option ("OIO").

     5.4  Approved 102 Option  elected and  designated by the Company to qualify
          under the capital gain tax treatment in accordance with the provisions
          of Section 102(b)(2) shall be referred to herein as CGO.

     5.5  Approved 102 Option  elected and  designated by the Company to qualify
          under  the  ordinary  income  tax  treatment  in  accordance  with the
          provisions of Section 102(b)(1) shall be referred to herein as OIO.

     5.6  The  Company's  election of the type of Approved 102 Options as CGO or
          OIO granted to  Employees  (the  "Election"),  shall be  appropriately
          filed with the ITA before the Date of Grant of an Approved 102 Option.
          Such Election shall become effective beginning the first Date of Grant
          of an Approved  102 Option  under this ISOP and shall remain in effect
          until the end of the year  following the year during which the Company
          first granted  Approved 102 Options.  The Election  shall obligate the
          Company to grant only the type of Approved  102 Option it has elected,
          and shall apply to all Optionees who were granted Approved 102 Options
          during  the  period  indicated  herein,  all in  accordance  with  the
          provisions of Section  102(g) of the  Ordinance.  For the avoidance of
          doubt,  such  Election  shall not prevent the  Company  from  granting
          Unapproved 102 Options simultaneously.

     5.7  All  Approved  102  Options  must be held in  trust by a  Trustee,  as
          described in Section 6 below.

     5.8  For the avoidance of doubt,  the designation of Unapproved 102 Options
          and Approved 102 Options shall be subject to the terms and  conditions
          set  forth  in  Section  102  of the  Ordinance  and  the  regulations
          promulgated thereunder.

     5.9  With  regards to Approved  102  Options,  the  provisions  of the ISOP
          and/or the Option  Agreement  shall be  subject to the  provisions  of
          Section  102 and the Tax  Assessing  Officer's  permit,  and the  said
          provisions and permit shall be deemed an integral part of the ISOP and
          of the Option Agreement.  Any provision of Section 102 and/or the said
          permit which is  necessary in order to receive  and/or to keep any tax
          benefit  pursuant to Section 102, which is not expressly  specified in
          the ISOP or the Option Agreement, shall be considered binding upon the
          Company and the Optionees.

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6.   TRUSTEE

     6.1  Approved 102 Options  which shall be granted under the ISOP and/or any
          Shares  allocated or issued upon exercise of such Approved 102 Options
          and/or other shares received subsequently following any realization of
          rights,  including without limitation bonus shares, shall be allocated
          or issued to the Trustee and held for the benefit of the Optionees for
          such period of time as  required  by Section  102 or any  regulations,
          rules or orders or  procedures  promulgated  thereunder  (the "Holding
          Period").  In the case the  requirements  for Approved 102 Options are
          not met,  then the Approved  102 Options may be treated as  Unapproved
          102 Options,  all in accordance with the provisions of Section 102 and
          regulations promulgated thereunder.

     6.2  Notwithstanding  anything  to the  contrary,  the  Trustee  shall  not
          release any Shares  allocated or issued upon  exercise of Approved 102
          Options prior to the full payment of the  Optionee's  tax  liabilities
          arising from Approved 102 Options which were granted to him and/or any
          Shares allocated or issued upon exercise of such Options.

     6.3  With respect to any Approved 102 Option,  subject to the provisions of
          Section  102 and any  rules or  regulation  or  orders  or  procedures
          promulgated  thereunder,  an Optionee  shall not sell or release  from
          trust any Share  received  upon the exercise of an Approved 102 Option
          and/or any share received  subsequently  following any  realization of
          rights, including without limitation, bonus shares, until the lapse of
          the  Holding  Period  required  under  Section  102 of the  Ordinance.
          Notwithstanding  the above,  if any such sale or release occurs during
          the Holding  Period,  the sanctions under Section 102 of the Ordinance
          and under any rules or regulation or orders or procedures  promulgated
          thereunder shall apply to and shall be borne by such Optionee.

     6.4  Upon  receipt  of  Approved  102  Option,  the  Optionee  will sign an
          undertaking  to release the Trustee  from any  liability in respect of
          any action or decision  duly taken and bona fide  executed in relation
          with the ISOP,  or any  Approved  102  Option or Share  granted to him
          thereunder.

7.   SHARES RESERVED FOR THE ISOP; RESTRICTION THEREON

     7.1  The total  number of Shares  that may be subject  to  Options  granted
          under the ISOP and the  Attunity  Ltd Year 2001 Stock  Option Plan (as
          amended,  2004)  (the  "2001  Plan" and  together  with the ISOP,  the
          "Plans")  shall not exceed  (following  a roll-over of an aggregate of
          [838,396]  Shares from the Company's 1994 and 1998 plans)  [4,038,396]
          Shares,  subject to  adjustment  as set forth in Section 9 below.  Any
          Shares  which  remain  unissued  and  which  are  not  subject  to the
          outstanding  Options at the  termination of the ISOP shall cease to be
          reserved  for the purpose of the ISOP,  but until  termination  of the
          ISOP the  Company  shall at all  times  reserve  sufficient  number of
          Shares to meet the requirements of the ISOP. Should any Option for any
          reason expire or be canceled  prior to its exercise or  relinquishment
          in full,  the Shares  subject to such Option may again be subjected to
          an Option  under the ISOP or under the  Company's  other share  option
          plans.

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     7.2  Each Option  granted  pursuant to the ISOP,  shall be  evidenced  by a
          written Option Agreement between the Company and the Optionee, in such
          form as the Board or the  Committee  shall from time to time  approve.
          Each Option Agreement shall state, among other matters,  the number of
          Shares  to  which  the  Option  relates,  the type of  Option  granted
          thereunder  (whether  a CGO,  OIO,  Unapproved  102  Option  or a 3(i)
          Option),  the  Vesting  Dates,  the  Purchase  Price  per  share,  the
          Expiration  Date and such other terms and  conditions as the Committee
          or the Board in its discretion  may prescribe,  provided that they are
          consistent with this ISOP.  Unless otherwise  explicitly  expressed in
          the Option Agreement or in this Plan, in any event of conflict between
          the  provisions  of  this  ISOP  and  the  provisions  of  the  Option
          Agreement, the provisions of this Option Agreement shall prevail.

8.   PURCHASE  PRICE

     8.1  The  Purchase  Price  of each  Share  subject  to an  Option  shall be
          determined  by the  Committee in its sole and absolute  discretion  in
          accordance with  applicable  law,  subject to any guidelines as may be
          determined by the Board from time to time. Each Option  Agreement will
          contain the Purchase Price determined for each Optionee.

     8.2  The Purchase Price shall be payable upon the exercise of the Option in
          a form satisfactory to the Committee, including without limitation, by
          cash or check.  The Committee shall have the authority to postpone the
          date of payment on such terms as it may determine.

     8.3  The Purchase Price shall be denominated in the currency of the primary
          economic  environment  of, either the Company or the Optionee (that is
          the  functional  currency of the Company or the  currency in which the
          Optionee is paid) as determined by the Company.

9.   ADJUSTMENTS

     Upon the occurrence of any of the following  described  events,  Optionee's
     rights to purchase  Shares  under the ISOP shall be  adjusted as  hereafter
     provided:

     9.1  In the event of Transaction,  the unexercised Options then outstanding
          under the ISOP  shall be  assumed or  substituted  for an  appropriate
          number of shares of each  class of shares or other  securities  of the
          Successor Company (or a parent or subsidiary of the Successor Company)
          as were  distributed  to the  shareholders  of Ordinary  Shares of the
          Company in connection and with respect to the Transaction. In the case
          of  such  assumption  and/or  substitution  of  Options,   appropriate
          adjustments  shall be made to the Purchase Price so as to reflect such
          action and all other  terms and  conditions  of the Option  Agreements
          shall  remain  unchanged,  including  but not  limited to the  vesting
          schedule,  all subject to the  determination  of the  Committee or the
          Board,  which  determination  shall be in their  sole  discretion  and
          final.  The Company  shall notify the Optionee of the  Transaction  in
          such  form and  method as it deems  applicable  at least ten (10) days
          prior to the effective date of such Transaction.

     9.2  Notwithstanding the above and subject to any applicable law, the Board
          or the Committee shall have full power and authority to determine that
          in certain Option Agreements there shall be a clause instructing that,
          if in any such  Transaction  as  described  in section 9.1 above,  the
          Successor  Company (or parent or subsidiary of the Successor  Company)
          does not agree to

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          assume or  substitute  for the Options,  either (i) the Vesting  Dates
          shall  be  accelerated  so that any  unvested  Option  or any  portion
          thereof shall be  immediately  vested as of the date which is ten (10)
          days prior to the effective  date of the  Transaction  and any Options
          not  exercised  by ten (10) days  prior to the  effective  date of the
          Transaction  shall be null and  void and no  consideration  whatsoever
          shall be paid to the  Optionees in connection  with such  Options,  or
          (ii)  all  unexercised  Options  shall  expire  as of the  date of the
          Transaction.

     9.3  For the purposes of section 9.1 above,  an Option shall be  considered
          assumed or  substituted  if,  following  the  Transaction,  the Option
          confers the right to purchase or receive, for each Share underlying an
          Option  immediately  prior  to  the  Transaction,   the  consideration
          (whether  shares,  options,  cash,  or other  securities  or property)
          received in the  Transaction by holders of Ordinary Shares held on the
          effective date of the Transaction  (and if such holders were offered a
          choice  of  consideration,  the type of  consideration  chosen  by the
          holders of a majority of the outstanding shares);  provided,  however,
          that if such  consideration  received in the Transaction is not solely
          ordinary shares (or their  equivalent) of the Successor Company or its
          parent or  subsidiary,  the  Committee  may,  with the  consent of the
          Successor  Company,  provide for the consideration to be received upon
          the  exercise  of the  Option to be solely  ordinary  shares (or their
          equivalent) of the Successor Company or its parent or subsidiary equal
          in Fair  Market  Value  to the per  Share  consideration  received  by
          holders of a majority of the  outstanding  shares in the  Transaction;
          and  provided  further  that  the  Committee  may  determine,  in  its
          discretion, that in lieu of such assumption or substitution of Options
          for options of the Successor Company or its parent or subsidiary, such
          Options  will be  substituted  for any other type of asset or property
          including cash which is fair under the circumstances.

     9.4  If  the  Company  is   voluntarily   liquidated  or  dissolved   while
          unexercised  Options  remain  outstanding  under the ISOP, the Company
          shall  immediately  notify  all  unexercised  Option  holders  of such
          liquidation,  and the Option  holders shall then have ten (10) days to
          exercise any  unexercised  Vested Option held by them at that time, in
          accordance  with the exercise  procedure  set forth  herein.  Upon the
          expiration of such ten-days period, all remaining  outstanding Options
          will terminate immediately.

     9.5  If the outstanding  shares of the Company shall at any time be changed
          or exchanged by declaration of a share dividend (bonus shares),  share
          split,  combination  or exchange of shares,  recapitalization,  or any
          other like event by or of the Company,  and as often as the same shall
          occur,  then the number,  class and kind of the Shares  subject to the
          ISOP or subject to any Options  therefore  granted,  and the  Purchase
          Prices,  shall  be  appropriately  and  equitably  adjusted  so  as to
          maintain  the  proportionate  number of Shares  without  changing  the
          aggregate Purchase Price, provided,  however, that no adjustment shall
          be made by reason of the  distribution of subscription  rights (rights
          offering)  on  outstanding  shares.  Upon  happening  of  any  of  the
          foregoing,  the class and aggregate number of Shares issuable pursuant
          to the ISOP (as set forth in  Section 7  hereof),  in respect of which
          Options have not yet been exercised,  shall be appropriately adjusted,
          all as will be  determined by the Board whose  determination  shall be
          final.

10.  TERM AND EXERCISE OF OPTIONS

     10.1 Options shall be exercised by the Optionee by giving written notice to
          the Company and/or to

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          any third party designated by the Company (the  "Representative"),  in
          such form and  method as may be  determined  by the  Company  and when
          applicable,  by the Trustee in  accordance  with the  requirements  of
          Section 102,  which  exercise  shall be effective upon receipt of such
          notice by the Company and/or the Representative and the payment of the
          Purchase  Price at the  Company's  or the  Representative's  principal
          office.  The notice shall specify the number of Shares with respect to
          which the Option is being exercised.

     10.2 Options,  to the  extent not  previously  exercised,  shall  terminate
          forthwith  upon the  earlier  of: (i) the date set forth in the Option
          Agreement;  and (ii) the  expiration of any extended  period in any of
          the events set forth in section 10.5 below.

     10.3 The Options may be  exercised  by the Optionee in whole at any time or
          in part from  time to time,  to the  extent  that the  Options  become
          vested and  exercisable,  prior to the  Expiration  Date, and provided
          that, subject to the provisions of section 10.5 below, the Optionee is
          employed  by or  providing  services  to  the  Company  or  any of its
          Affiliates, at all times during the period beginning with the granting
          of the Option and ending upon the date of exercise.

     10.4 Subject to the  provisions  of  section  10.5  below,  in the event of
          termination of Optionee's employment or services,  with the Company or
          any of its  Affiliates,  all  Options  granted to such  Optionee  will
          immediately  expire.  A notice of termination of employment or service
          shall be deemed to  constitute  termination  of employment or service.
          For the avoidance of doubt, in case of such  termination of employment
          or service,  the unvested  portion of the Optionee's  Option shall not
          vest and shall not become exercisable.

     10.5 Notwithstanding  anything  to  the  contrary  hereinabove  and  unless
          otherwise determined in the Optionee's Option Agreement, an Option may
          be exercised after the date of termination of Optionee's employment or
          service with the Company or any Affiliates during an additional period
          of time beyond the date of such termination,  but only with respect to
          the number of Vested Options at the time of such termination according
          to the Vesting Dates, if:

          (i)  termination  is without  Cause,  in which event any Vested Option
               still in force and unexpired may be exercised  within a period of
               ninety (90) days after the date of such termination; or-

          (ii) termination is the result of death or disability of the Optionee,
               in which event any Vested Option still in force and unexpired may
               be exercised within a period of twelve (12) months after the date
               of such termination; or -

          (iii)prior  to the  date  of such  termination,  the  Committee  shall
               authorize  an extension of the terms of all or part of the Vested
               Options beyond the date of such  termination  for a period not to
               exceed the period  during  which the Options by their terms would
               otherwise have been exercisable.

          For avoidance of any doubt, if termination of employment or service is
          for Cause,  any  outstanding  unexercised  Option  (whether  vested or
          non-vested),  will immediately expire and terminate,  and the Optionee
          shall not have any right in connection to such outstanding Options.

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     10.6 To avoid  doubt,  the  Optionees  shall not have any of the  rights or
          privileges  of  shareholders  of the  Company in respect of any Shares
          purchasable upon the exercise of any Option,  nor shall they be deemed
          to be a class of  shareholders or creditors of the Company for purpose
          of the  operation of sections 350 and 351 of the  Companies Law or any
          successor  to such  section,  until  registration  of the  Optionee as
          holder of such Shares in the Company's  register of shareholders  upon
          exercise of the Option in accordance  with the provisions of the ISOP,
          but in case of Options and Shares held by the Trustee,  subject to the
          provisions of Section 6 of the ISOP.

     10.7 Any form of Option  Agreement  authorized by the ISOP may contain such
          other  provisions  as the  Committee  may,  from  time to  time,  deem
          advisable.

     10.8 With respect to Unapproved  102 Option,  if the Optionee  ceases to be
          employed by the Company or any Affiliate, the Optionee shall extend to
          the  Company  and/or its  Affiliate a security  or  guarantee  for the
          payment  of tax due at the time of sale of Shares,  all in  accordance
          with the provisions of Section 102 and the rules, regulation or orders
          promulgated thereunder.

11.  VESTING OF OPTIONS

     11.1 Subject  to the  provisions  of  the  ISOP,  each  Option  shall  vest
          following  the Vesting  Dates and for the number of Shares as shall be
          provided in the Option Agreement.  However,  subject to the provisions
          of  Section  10.5  above,  no Option  shall be  exercisable  after the
          Expiration Date.

     11.2 An Option may be subject to such  other  terms and  conditions  on the
          time or times  when it may be  exercised,  as the  Committee  may deem
          appropriate. The vesting provisions of individual Options may vary.

12.  PURCHASE FOR INVESTMENT

     The Company's  obligation  to issue or allocate  Shares upon exercise of an
     Option  granted  under  the ISOP is  expressly  conditioned  upon:  (a) the
     Company's  completion of any registration or other  qualifications  of such
     Shares  under  all   applicable   laws,   rules  and   regulations  or  (b)
     representations   and   undertakings   by  the   Optionee   (or  his  legal
     representative,  heir or legatee,  in the event of the Optionee's death) to
     assure that the sale of the Shares complies with any registration exemption
     requirements  which the Company in its sole discretion shall deem necessary
     or advisable.  Such required  representations  and undertakings may include
     representations   and   agreements   that  such   Optionee  (or  his  legal
     representative,  heir,  or  legatee):  (a) is  purchasing  such  Shares for
     investment  and not with any  present  intention  of selling  or  otherwise
     disposing thereof;  and (b) agrees to have placed upon the face and reverse
     of any  certificates  evidencing such Shares a legend setting forth (i) any
     representations  and  undertakings  which  such  Optionee  has given to the
     Company or a reference  thereto and (ii) that,  prior to effecting any sale
     or other  disposition of any such Shares,  the Optionee must furnish to the
     Company an opinion of counsel,  satisfactory to the Company, that such sale
     or  disposition   will  not  violate  the  applicable   laws,   rules,  and
     regulations,  whether of the State of Israel or of the United States or any
     other State having jurisdiction over the Company and the Optionee.

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13.  DIVIDENDS

     With respect to all Shares (but excluding,  for avoidance of any doubt, any
     unexercised  Options)  allocated  or issued  upon the  exercise  of Options
     purchased by the  Optionee  and held by the Optionee or by the Trustee,  as
     the case may be, the  Optionee  shall be entitled to receive  dividends  in
     accordance  with the quantity of such Shares,  subject to the provisions of
     the Company's  Articles of  Association  (and all  amendments  thereto) and
     subject to any applicable  taxation on distribution of dividends,  and when
     applicable  subject  to the  provisions  of  Section  102  and  the  rules,
     regulations or orders promulgated thereunder.

14.  RESTRICTIONS ON ASSIGNABILITY AND SALE OF OPTIONS

     14.1 No Option or any right with respect  thereto,  purchasable  hereunder,
          whether fully paid or not, shall be assignable,  transferable or given
          as collateral or any right with respect to it given to any third party
          whatsoever,  except as specifically allowed under the ISOP, and during
          the lifetime of the Optionee each and all of such Optionee's rights to
          purchase Shares hereunder shall be exercisable only by the Optionee.

          Any  such  action  made  directly  or  indirectly,  for  an  immediate
          validation or for a future one, shall be void.

     14.2 As long as Options  and/or Shares are held by the Trustee on behalf of
          the Optionee, all rights of the Optionee over the Shares are personal,
          can not be transferred,  assigned, pledged or mortgaged, other than by
          will or pursuant to the laws of descent and distribution.

15.  EFFECTIVE DATE AND DURATION OF THE ISOP

     The ISOP shall be  effective  as of the day it was adopted by the Board and
     shall terminate at the end of ten (10) years from such day of adoption.

16.  AMENDMENTS OR TERMINATION

     The Board may at any time, but when applicable, after consultation with the
     Trustee,  amend,  alter,  suspend  or  terminate  the ISOP.  No  amendment,
     alteration,  suspension or  termination of the ISOP shall impair the rights
     of any Optionee,  unless mutually agreed otherwise between the Optionee and
     the Company,  which agreement must be in writing and signed by the Optionee
     and the Company.  Termination of the ISOP shall not affect the  Committee's
     ability to exercise  the powers  granted to it  hereunder  with  respect to
     Options granted under the ISOP prior to the date of such termination.

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17.  GOVERNMENT REGULATIONS

     The ISOP,  and the  granting  and  exercise of Options  hereunder,  and the
     obligation  of the Company to sell and deliver  Shares under such  Options,
     shall be subject to all applicable laws, rules, and regulations, whether of
     the State of  Israel or of the  United  States  or any other  State  having
     jurisdiction over the Company and the Optionee,  including the registration
     of the  Shares  under the United  States  Securities  Act of 1933,  and the
     Ordinance and to such  approvals by any  governmental  agencies or national
     securities exchanges as may be required.  Nothing herein shall be deemed to
     require the Company to register the Shares under the securities laws of any
     jurisdiction.

18.  CONTINUANCE OF EMPLOYMENT OR HIRED SERVICES

     Neither the ISOP nor the Option  Agreement  with the Optionee  shall impose
     any  obligation  on the Company or an  Affiliate  thereof,  to continue any
     Optionee in its employ or service, and nothing in the ISOP or in any Option
     granted  pursuant  thereto  shall  confer  upon any  Optionee  any right to
     continue in the employ or service of the Company or an Affiliate thereof or
     restrict the right of the Company or an Affiliate thereof to terminate such
     employment or service at any time.

19.  GOVERNING LAW & JURISDICTION

     The ISOP shall be governed by and construed and enforced in accordance with
     the laws of the  State of Israel  applicable  to  contracts  made and to be
     performed  therein,  without giving effect to the principles of conflict of
     laws. The competent courts of Tel-Aviv, Israel shall have sole jurisdiction
     in any matters pertaining to the ISOP.

20.  TAX CONSEQUENCES

     20.1 Any tax consequences arising from the grant or exercise of any Option,
          from the payment for Shares covered thereby or from any other event or
          act  (of  the  Company  and/or  its  Affiliates,  the  Trustee  or the
          Optionee),  hereunder,  shall be borne  solely  by the  Optionee.  The
          Company and/or its Affiliates  and/or the Trustee shall withhold taxes
          according to the requirements  under the applicable  laws,  rules, and
          regulations,  including withholding taxes at source. Furthermore,  the
          Optionee  shall agree to indemnify the Company  and/or its  Affiliates
          and/or the Trustee and hold them harmless against and from any and all
          liability for any such tax or interest or penalty  thereon,  including
          without limitation, liabilities relating to the necessity to withhold,
          or to have  withheld,  any  such  tax  from  any  payment  made to the
          Optionee.

     20.2 The Company and/or, when applicable, the Trustee shall not be required
          to release any Share  certificate  to an Optionee  until all  required
          payments have been fully made.

21.  NON-EXCLUSIVITY OF THE ISOP

     The  adoption of the ISOP by the Board shall not be  construed as amending,
     modifying or rescinding any previously  approved incentive  arrangements or
     as creating any  limitations  on the power of the Board to adopt such other
     incentive  arrangements  as  it  may  deem  desirable,  including,  without
     limitation, the granting of Options otherwise than under the ISOP, and such
     arrangements may be either applicable generally or only in specific cases.

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For the avoidance of doubt, prior grant of options to Optionees of the Company
under their employment agreements, and not in the framework of any previous
option plan, shall not be deemed an approved incentive arrangement for the
purpose of this Section.

22.  MULTIPLE AGREEMENTS

The terms of each Option may differ from other Options granted under the ISOP at
the same time, or at any other time. The Board may also grant more than one
Option to a given Optionee during the term of the ISOP, either in addition to,
or in substitution for, one or more Options previously granted to that Optionee.




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