**EXHIBIT
      10.34**


ENERGTEK
      INC.


Energtek
      Products Ltd





2008-IL
      KEY EMPLOYEE OPTION PLAN





Energtek
      Inc., a corporation registered in the State of Nevada, USA, (hereinafter "the
      Corporation") and its fully owned subsidiary, Energtek Products Ltd. ("Energtek"
      or "the Reporting Entity") have adopted this 2008-IL Key Employee Option Plan
      ("the Plan”) for all the key employees and/or officers (including employee and
      non-employee directors), either of the Corporation and/or of any Subsidiary
      (as
      defined hereunder), that are Israeli residents, in accordance with the following
      terms and conditions.





1.
            DESIGNATION
                AND PURPOSE OF THIS PLAN





1.1.  Designation
      - This Plan is hereby designated as the 2008-IL Key Employee Option
      Plan.





1.2.  Purpose
      -
      The purpose of this Plan is to advance the growth and development of the
      Corporation, including its Subsidiaries, by affording an opportunity to Eligible
      Participants (as defined hereunder) to purchase Common Shares of the Corporation
      through the exercise of Options granted to them. Competition and technical
      development in the Corporation’s line of business make it necessary for the
      Corporation to attract and retain persons of competence for the Corporation
      to
      encourage the highest level of performance if the Corporation is to maintain
      and
      improve its position in its particular lines of business and if it is to
      continue to serve the best interests of its Shareholders and customers. The
      acquisition of such Common Shares by such Participants who are primarily
      responsible for the Corporation’s success, provides a continuing incentive for
      them to promote the best interests of the Corporation, and, by giving such
      Participants a proprietary interest in the Corporation, induces them to continue
      in the employ and to work for the long-term benefit of the Corporation. All
      Options and Common Shares and other assets held under this Plan will be
      administered, distributed, and otherwise governed by the provisions of this
      Plan, the related Trust Agreement and the Corporation’s agreement with each
      Participant. This Plan is made pursuant to the provisions of Section 102 (as
      defined hereunder).





2.
            DEFINITIONS





The
      following definitions shall be applicable to the terms used in this
      Plan:





2.1.  “Board”
      or “Board of Directors” means the board of directors of the
      Corporation.





2.2.  “Capital
      Gain Method” means choosing the alternative of capital gain method under Section
      102.





2.3.  “Change
      in Control” means a change in ownership or control of the Corporation or the
      Subsidiary of the Corporation to which the Participant is directly employed
      by,
      effected through either of the following transactions: (a) the acquisition,
      directly or indirectly, by any person or related group of persons (other than
      the Corporation or a person that directly or indirectly controls, is controlled
      by, or is under common control with, the Corporation), of beneficial ownership
      (within the meaning of Rule 13d-3 of the U.S. Securities Exchange Act of 1934,
      as amended) of securities possessing more than fifty percent (50%) of the total
      combined voting power of the Corporation’s outstanding securities pursuant to a
      tender or exchange offer made directly to the Corporation’s stockholders; or (b)
      a change in the composition of the majority of the Board due to a change in
      ownership of securities in the Corporation.





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2.4.  “Committee”
      means the Committee appointed by the Board of Directors of the Corporation
      to
      administer this Plan pursuant to Section ‎ 4
      below,
      if such a committee shall be appointed, or the Board of Directors.





2.5.  “Common
      Shares” means the Shares of Common Stock par value $ 0.001, existing or
      otherwise created in the capital of the Corporation, (the rights of which shall
      be as specified in the Corporation governing documents).





2.6.  "Corporation"
      means the Corporation and/or any of its Subsidiaries, "Companies" means the
      Corporation together with its Subsidiaries.





2.7.  “Corporation
      Transaction” means either of the following stockholder-approved transactions to
      which the Corporation is a party: (a) a merger or consolidation in which
      securities possessing more than fifty percent (50%) of the total combined voting
      power of the Corporation’s outstanding securities are transferred to a person or
      persons different from the persons holding those securities immediately prior
      to
      such transaction; or (b) the sale, transfer or other disposition of all or
      substantially all of the Corporation’s assets in complete liquidation or
      dissolution of the Corporation’s.





2.8.  “Option
      Grant Program” means this Plan.





2.9.  “Eligible
      Participant” means any employee as such term is defined in Section 102,
      including employee and non-employee directors. Without derogating from the
      foregoing Eligible Participant shall include any employee or officer (including
      a director) of the Corporation or any Subsidiary except for such persons that
      are deemed as controlling persons, with the meaning specified in Section 32
      (or
      any section that may replace it in the future) to the Income Tax Ordinance,
      all
      as further defined .





2.10.  "Grant"
      - Means the formal decision of the Board of Directors or the Committee to award
      a Participant with Options.





2.11.  "Grant
      Day" - means the day the Grant has been approved by the Committee, but no
      earlier then 30 days following the submission of the Plan to the Israeli Tax
      Authorities.





2.12.  “Income
      Tax Ordinance” means the Israeli Income Tax Ordinance as amended from time to
      time.





2.13.  "Installment"
      means all Option Shares that become exercisable on the same date.





2.14.    “Labor
      Income Method” means choosing the alternative of labor income method under
      Section 102.





2.15.  “Expiry
      Date” means the 31st of December of the fifth year following the calendar
      Gregorian year in which the Option became exercisable.





2.16.  “Options”
      means options class A that upon exercise shall be converted to Common Shares
      in
      accordance with a vesting schedule, on a one to one basis, (provided that the
      ratio of conversion of the Options shall be adjusted to any share split, reverse
      share split, or other similar transaction or recapitalization of the
      Corporation), upon payment of the exercise payment. Any Option that shall not
      be
      exercised by the end of the Option Period, shall become void and shall not
      entitle its holder to any rights and/or benefits whatsoever.





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2.17.  "Option's
      Shares" means all Common Shares exercisable by an Option(s).





2.18.  “Participant”
      means any Eligible Participant who is granted Options that shall allow him
      to
      purchase Common Shares.





2.19.  “Participant
      Agreement” means the Option Agreement entered into between the individual
      Participant and the Corporation and/or any Subsidiary regarding the grant of
      the
      Options and its terms in conjunction with this Plan.





2.20.  “Section
      102” means Section 102 to the Income Tax Ordinance as amended from time to time,
      and any rules regulations or instructions promulgated or enacted under Section
      102.





2.21.  “Shareholder(s)”
      means a holder of Common Shares of the Corporation (as defined in the
      Corporation’s Articles of Association).





2.22.  “Subsidiary”
      - means any partially or fully owned subsidiary of the Corporation, directly
      or
      indirectly, including entities in which the Corporation holds directly or
      indirectly 50% or more of the shares or membership, that shall exist at the
      time
      of adoption of this Plan or thereafter, including, without limitation, Primecyl
      LLC, MoreGasTech LLC, Energtek Products Ltd., Angstore Ltd., Gatal (Natural
      gas
      for Israel) Ltd., Ukcyl Ltd. and MoreGasTech India Private Limited, provided
      that in the event of a partially owned Subsidiary (in which the Corporation
      holds less than 50% of the shares or the membership), the Corporation shall
      own
      the controlling shareholdings in such Subsidiary and/or have the ability to
      nominate the majority of the directors.





2.23.  “Release
      Term” means, in the case of Capital Gains Method, a period ending twenty four
      (24) months after the date of allotment in which certain Options were granted
      to
      the Trustee for the benefit of the Participant. In the case of Labor Income
      Method ‘Release Term’ shall mean a period ending twelve (12) months after the
      date of allotment in which certain Options were granted to the Trustee for
      the
      benefit of the Participant.





2.24.  “Tax
      Method” means either Capital Gains Method or Labor Income Method.





2.25.  “Trust”
      means the Trust, maintained under the Trust Agreement entered into between
      the
      Corporation and the Trustee(s) for administration of this Plan.





2.26.  “Trust
      Agreement” means the agreement between the Corporation and the Trustee(s) as may
      be in effect from time to time specifying the duties and authority of the
      Trustee.





2.27.  “Trust
      Assets” means the Options and the Shares (and other assets) held in Trust for
      the benefit of the Participants pursuant to this Plan and the Trust
      Agreement.





2.28.  “Trustee”
      means the Trustee (and any successor Trustee) appointed by the Board of
      Directors of the Corporation to hold the Trust Assets.





2.29.  "Vesting
      Date" means a date in which an Installment becomes exercisable per the terms
      of
      the Participation Agreement.





2.30.  "Vesting
      Schedule" as detailed in the Participation Agreement.





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Wherever
      appropriate, words used in this Plan in the singular may mean the plural, the
      plural may mean the singular and the masculine may mean the feminine or
      neuter.





3.
            SHARES
                SUBJECT TO THIS PLAN





3.1.  Total
      Number of shares - The total number of Common Shares which may be issued by
      the
      Corporation under this Plan is 2,700,000. Such number may be increased or
      decreased only by a resolution adopted by the Board or as is necessary to
      reflect the effect of any share split, reverse share split, or other similar
      transaction or recapitalization of the Corporation.





3.2.  Unexercised
      Options - Should any of the Options expire or terminate for any reason without
      having been exercised in full, it shall be deemed void and shall not confer
      any
      rights whatsoever.





4.
            ADMINISTRATION
                OF THE OPTION GRANT PROGRAM





4.1.  Appointment
      of Committee - The Committee shall be appointed by the Board of Directors.
      If
      not so comprised, then the entire Board of Directors shall act as the
      Committee.





4.2.  Committee
      Meetings - The Committee shall hold its meetings at such times and places as
      are
      specified by a majority of the Committee members. A majority of the Committee
      shall constitute a quorum. All actions of the Committee shall be taken by a
      majority of a quorum present at a meeting duly called; provided, however, any
      action taken by a written consent signed by all Committee members shall be
      as
      effective as any action taken by the Committee at a meeting duly called and
      held. Unless decided otherwise the rules applicable to Board Meetings shall
      apply to Committee meetings.





4.3.  Committee
      Powers





4.3.1.  Subject
      to the terms and provisions of this Plan and any applicable law and to such
      guidelines, if any, as shall be issued by the Board of Directors, the Committee,
      in its sole discretion, shall have full power and authority to:


4.3.1.1.  designate
      the Participants to whom Options shall be granted;


4.3.1.2.  determine the number of Shares to be covered by each such Grant;


4.3.1.3.  determine the Vesting Schedule of the Option which shall be in accordance with
      the Participant Agreement executed between the Participant and the relevant
      Companies, unless the Committee determines otherwise;


4.3.1.4.  determine
      the exercise price of the Shares;


4.3.1.5.  determine
      the terms of payment for the Shares upon exercise of the Option and determine
      the various exercise periods


4.3.1.6.  determine such other provisions and requirements as are appropriate, in the
      opinion of the Committee, to carry out the purpose of this Plan, including
      the
      Tax Method.





4.3.2.  The
      Committee shall have the rights, powers and authority necessary or appropriate
      to administer this Plan in accordance with its terms including, without
      limitation, the power to make binding interpretations of this Plan and to
      resolve conclusively all questions (whether express or implied) arising
      thereunder. The Committee may prescribe such rules and regulations for
      administering this Plan as the Committee, in its sole discretion, deems
      necessary or appropriate. No Committee member shall be liable to the Corporation
      or to any Participant for any action or determination taken or made in good
      faith as a Committee member on behalf of this Plan.





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4.3.3.  The
      Committee shall have the right to permit a Participant to exercise Option Awards
      which would not be otherwise exercisable pursuant to the provisions of this
      Plan.





5.
            SELECTION
                OF PARTICIPANTS UNDER THE OPTION GRANT
                PROGRAM





In
      determining which Eligible Participants shall be granted Options, as well as
      the
      terms thereof, the Committee shall evaluate, among other things; (i) the duties
      and responsibilities of Eligible Participants; (ii) their past and prospective
      contributions to the success of the Corporation or its Subsidiaries; (iii)
      the
      extent to which they are performing and will continue to perform outstanding
      services for the benefit of the Corporation or its Subsidiaries; and (iv) such
      other factors as the Committee deems relevant.





6.
            GRANT
                AND EXERCISE OF OPTIONS UNDER THE OPTION GRANT
                PROGRAM





6.1  Option
      Period - Subject to the terms and conditions of this Plan as shall be in effect
      from time to time, unless otherwise determined by Committee at the time of
      grant, each Grant of Options granted under this Plan, subject to continued
      employment or other service with the Corporation or its Subsidiaries, shall
      be
      exercisable from in accordance to the Vesting Date, through the Expiry Date
      (the
“Option Period”). Options not so exercised shall terminate upon the expiration
      of the Option Period.





6.2  Participant
      Agreement - Each Option granted to a Participant under this Plan shall be
      evidenced by a Participant Agreement, to be entered into by and between the
      relevant Companies, (including the Corporation) and such Participant, in the
      form as may be from time to time approved by the Committee, which shall
      incorporate the provisions of this Plan and the Trust Agreement by reference.
      In
      the event of any conflict between the terms and conditions of a Participant
      Agreement and the terms hereof, the terms of this Plan shall
      control.





6.3  Manner
      of
      Exercise - An Option(s) shall be exercisable, in whole or in part, during the
      Option Period, in accordance to its Vesting Schedule, by delivery to the
      Corporation and the Company party to such Agreement of a duly executed copy
      of
      the relevant notice of exercise in the prescribed form, specifying the number
      of
      Shares as to which such Options is being exercised, accompanied by full payment
      of the option exercise price thereof (the “Option Exercise Price”) plus any
      applicable taxes when exercised. The payment shall be done in U.S.
      dollars.





6.4  Termination
      of Employment - An Option may not be exercised unless the Participant is then
      in
      the employ of the Corporation and/or any Subsidiary and unless the Participant
      has remained continuously so employed since the Grant Day of the Option. Subject
      to Section 6.5 below and unless the Committee determines otherwise, if a
      Participant should for any reason cease to be employed by the Corporation or
      a
      Subsidiary, all of the Options of such Participant that are exercisable at
      the
      time of such termination shall be exercised in accordance with their terms,
      provided the Option Exercise Price shall be paid in full. Subject to any
      decision of the Committee, in the event that part of the Options that are
      exercisable, shall not be exercised during a period of ninety (90) days after
      the Participant left the employment of the Corporation or a Subsidiary, the
      Options shall be void and shall not entitle the Participant to any rights.
      In
      the event of resignation or discharge of a Participant from the employ of the
      Corporation or a Subsidiary, his employment shall, for the purpose of this
      Section 6.4, be deemed to have ceased upon the actual date of termination of
      the
      employer-employee relationship with that Participant. The Committee, in its
      sole
      discretion, may declare whether an authorized leave of absence for a particular
      Participant shall constitute a termination for the purposes of this
      Plan.





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6.5  Death,
      Disability or Retirement - If a Participant shall die while in the employ of
      the
      Corporation and/or a Subsidiary, or if the Participant’s employment shall
      terminate by reason of disability or retirement, then, at any time thereafter
      during the Option Period, all Options theretofore granted to such Participant
      and exercisable within said Option Period may, unless earlier terminated in
      accordance with their terms, be exercised by the Participant or by the
      Participant’s estate or by a person who acquired the right to exercise such
      Option by bequest or inheritance or otherwise by reason of the death or
      disability of the Participant, in any case subject to the terms and conditions
      of this Plan.





7.
            OPTION
                EXERCISE PRICE UNDER THE OPTION GRANT
                PROGRAM





The
      Committee shall determine the Option Exercise Price for each
      Participant.




8.
            OPTIONS
                UNDER SECTION 102; GRANT OF OPTIONS AND ISSUANCE OF COMMON SHARES
                IN
                TRUST: DIVIDEND AND VOTING RIGHTS





8.1.  Options
      under Section 102





8.1.1.  This
      Plan
      is intended to comply with the provisions of Section 102 to enable the
      Corporation to issue Options to Eligible Participants under the Tax Method
      elected by it.





8.1.2.  The
      Corporation selects the Capital Gain Method (‘Maslul Revach Hon’). This
      selection may be changed in the future, by Board resolution, provided, however,
      that the change in selection is possible according to the provisions of Section
      102.





8.1.3.  Terms
      of
      the Plan:





Notwithstanding
      anything to the contrary in the Plan:


8.1.3.1.  The
      Plan
      shall have one, sole, Trustee.


8.1.3.2.  Unless
      the provisions of Section 102 allow, the Plan shall be subject to one of the
      alternative tax methods.


8.1.3.3.  No
      Shares
      received subsequent to the exercise of Options shall be either transferred
      from
      the Trustee to a certain Participant or sold by the Trustee unless the Release
      Period (which is 24 months from allotment under the Capital Gains Method)
      expired. If the Release Period has not expired, the Participant shall be
      entitled to sell Option Shares, excercised per the Vesting Schedule, subject
      to
      payment of all required taxes.


8.1.3.4.  All
      rights or benefits that are received subsequently to the allocation or
      exercising the Options or the Shares underlying such Options (including and
      not
      limited to bonus shares and dividends) shall be deposited with the Trustee
      at
      least until the end of the Release Term, and all such rights and benefits shall
      be subject to the Tax Method selected by the Corporation, which is Capital
      Gains
      Tax.


8.1.3.5.  After
      the
      Release Period expires, a Participant shall be entitled to instruct the Trustee
      to sell the Shares or to transfer the Shares held for such Participant’s benefit
      to such Participant, provided, however, that the Trustee confirms that all
      applicable tax under Section 102 was actually paid and the Trustee holds a
      confirmation to that effect from Income Tax Authorities.


8.1.3.6.  The
      Corporation shall not issue any Options to a Participant unless such Participant
      confirmed in writing that he or she are aware to the provisions of Section
      102
      and the applicable Tax Method, and such Participant’s agreement in writing to
      the terms of the Trust Agreement, and that he/she shall not exercise shares
      (as
      such term is defined in Section 102) before the Release Term, unless allowed
      to
      exercise such Options per the vesting schedule and shall be subject to all
      applicable taxation.





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8.2.  Grant
      of
      Options and Issuance of Common Shares in Trust


8.2.1.  Anything
      herein to the contrary notwithstanding, each Option and Share with respect
      to
      which an Option has been exercised by a Participant shall be issued by the
      Corporation to the Trustee to be held in the Trust for the benefit of such
      Participant. All certificates representing Options or Common Shares issued
      to
      the Trustee under this Plan shall be deposited with the Trustee, and shall
      be
      held by the Trustee until such time that such Options or Common Shares are
      released from the Trust as herein provided.





8.2.2.  Anything
      herein to the contrary notwithstanding, no Options or Common Shares shall be
      released from the Trust until the Release Term has been fulfilled. Upon the
      sale
      by a Participant of any Options or Common Shares held in Trust, the Corporation
      shall (or shall cause the Trustee to) withhold from the proceeds of such sale
      all applicable taxes, shall remit the amount withheld to the appropriate Israeli
      tax authorities, shall pay the balance thereof directly to such Participant
      and
      shall report to such Participant the amount so withheld and paid to said tax
      authorities.





8.3.  Dividend
      and Voting Rights.





All
      Common Shares issued upon the exercise of Options granted under this Plan shall
      entitle the Participant thereof to receive dividends with respect thereto.
      For
      so long as Common Shares issued to the Trustee on behalf of a Participant are
      held in the Trust, the cash dividends paid with respect thereto shall be
      remitted to the Participant, and the Trustee shall vote, whether in person
      or by
      proxy, all such Common Shares in accordance with the instructions of the Board
      of Directors of the Company.





9.
            TRUST
                ASSETS





9.1  Investment
      of Trust Assets - Any cash Trust Assets as may be received by Trustee will
      be
      invested by the Trustee in interest bearing deposits, in accordance with
      directions from the Committee pending disposition thereof.





9.2  Allocations
      to Participants’ Accounts - The Trustee shall maintain records to reflect the
      Options and Common Shares held for the benefit of each Participant.





10.
            ADJUSTMENTS
                UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR ASSET
                SALE





Upon
      the
      occurrence of any of the following described events, a Participant’s Options and
      Common Shares under this Plan shall be adjusted as hereinafter
      provided:





10.1  Changes
      in Capitalization - Subject to any required action by the Shareholders of the
      Corporation’ the number of Common Shares covered by each outstanding Option and
      the number of Common Shares which have been authorized for issuance under this
      Plan or have been issued or which have been returned to this Plan upon
      cancellation or expiration of an Option, as well as the price per Share covered
      by each such outstanding Option, shall be proportionately adjusted for any
      increase or decrease in the number of issued Common Shares resulting from a
      share split, reverse share split, share dividend, combination or
      reclassification of Common Shares, or any other increase or decrease in the
      number of issued Common Shares effected without receipt of consideration by
      the
      Corporation; provided, however, that conversion of any convertible securities
      of
      the Corporation shall not be deemed to have been “effected without receipt of
      consideration”.





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10.2  Dissolution
      or Liquidation - In the event of the proposed dissolution or liquidation of
      the
      Corporation, to the extent that an Option has not been previously exercised,
      the
      unexercised Option will terminate immediately prior to the consummation of
      such
      proposed action. The Committee may, in the exercise of its sole discretion
      in
      such instances, declare that any Option shall terminate as of a date fixed
      by
      the Committee and give each Participant the right to exercise his Option as
      to
      all or any part of the Common Shares, including Common Shares as to which the
      Option would not otherwise be exercisable.





10.3.1  Merger
      or
      Asset Sale with respect to Options Granted under the Option Grant Program -
      In
      the event of a merger of the Corporation with or into another corporation,
      or
      the sale of all or substantially all of the assets of the Corporation, each
      outstanding Option granted under the Option Grant Program, may be assumed or
      an
      equivalent option may be substituted by the successor corporation or a parent
      of
      the successor corporation. In the event that the successor corporation does
      not
      agree to assume the Options or to substitute an equivalent options, the
      Committee shall in lieu of such assumption or substitution, provide for the
      Participant to have the right to exercise the Options that are fully vested
      and
      shall further be allowed to exercise any additional non vested Options, as
      may
      be determined by the Committee at its sole discretion.




If
      the
      Committee makes the Options fully, or partially, exercisable in lieu of
      assumption or substitution in the event of a merger or sale of assets, the
      Committee shall notify the Participant that the Option shall be fully
      exercisable for a period of twenty-one (21) days from the date of such notice,
      and the Option will terminate upon the expiration of such period. For the
      purposes of this paragraph, the Option shall be considered assumed if, following
      the merger or sale of assets, the option or right confers the right to purchase
      for each Common Share subject to the Option immediately prior to the merger
      or
      sale of assets, the consideration (whether shares, options, cash, or other
      securities or property) received in the merger or sale of assets by holders
      of
      Common Shares of the Corporation for each Common Share held on the effective
      date of the transaction (and if 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 merger
      or
      sale of assets were not solely shares of the successor corporation or its
      parent, the Committee may, with the consent of the successor corporation,
      provide for the consideration to be received upon the exercise of the Option,
      for each Common Share, to be solely shares of the successor corporation or
      its
      parent equal in fair value to the per share consideration received by holders
      of
      Common Shares in the merger or sale of assets.





10.4  Dividends
      (Bonus Shares) - In the event that the Corporation shall issue any of its
      securities as share dividends upon or with respect to any Common Shares which
      shall at the time be subject to a right of purchase by a Participant hereunder,
      each Participant upon exercising such right shall be entitled to receive (for
      the purchase price payable upon such exercise), the Common Shares as to which
      he/she is exercising his/her's said right and, in addition thereto (and at
      no
      additional cost), such number of Common Shares of the class or classes in which
      such share dividend (bonus Common Shares) were declared, and such amount of
      cash
      in lieu of fractional Common Shares, as is equal to the amount of Common Shares
      and the amount of cash in lieu of fractional Common Shares which he/she would
      have received had he/she been the holder of the Common Shares as to which he/she
      is exercising his said right at all times between the date of the granting
      of
      such right and the date of its exercise.





10.5  Upon
      the
      occurrence of any of the foregoing events, the class and aggregate number of
      Common Shares issuable pursuant to this Plan, in respect of which Options have
      not yet been granted, shall also be appropriately adjusted to reflect the events
      specified in paragraphs 11.1 and 11.2 above.





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10.6  Such
      adjustments as mentioned in this paragraph ‎ 10
      shall
      be made by the Committee, whose determination in that respect shall be final,
      binding and conclusive. Except as expressly provided herein, no issuance by
      the
      Corporation of shares of any class, or securities convertible into shares of
      any
      class, shall affect, and no adjustment by reason thereof shall be made with
      respect to, the number or price of Common Shares subject to an
      Option.





11.
            RESTRICTION
                ON TRANSFER





11.1  Apart
      from the inherent power of the Shareholders of the Corporation to alter or
      modify the rights of the classes of the Corporation’s shares, the Committee may
      impose on any Participant such additional restrictions on the transfer of Common
      Shares as the Committee may determine at the time that Options are granted
      to
      the Participant or as may be agreed to by the Committee and the Participant
      following purchase of said Common Shares upon exercise of such Options under
      this Plan or upon termination of the Participant’s employment with the
      Company(ies). Such additional rights and restrictions shall be included in
      the
      Participation Agreement entered into between the Company(ies) and the
      Participant, or, upon agreement of the Participants, or in this Plan. In any
      event, the Options are personal in nature and are not transferable, not hedgeble
      and cannot be subject to any type of lien. All Common Shares transferred by
      any
      Participant shall be subject to any right of first refusal detailed in the
      Articles of Association of the Corporation, subject to section 6.5
      above.





11.2  The
      Participant shall not dispose of any Common Shares in transactions which, in
      the
      opinion of counsel to the Corporation, violate the U.S. Securities Act of 1933,
      as amended (the “1933 Act”) or the rules and regulations thereunder, or any
      applicable state securities or "blue sky" laws, including the securities laws
      of
      the State of Israel.





11.3  If
      any
      Common Shares shall be registered under the 1933 Act, no public offering
      (otherwise than on a national securities exchange, as defined in the Securities
      Exchange Act of 1934, as amended) of any Common Shares shall be made by any
      Participant (or any other person) under such circumstances that he or she (or
      such other person) may be deemed an underwriter, as defined in the 1933
      Act.





11.4  The
      Corporation shall have the authority to endorse upon the certificate or
      certificates representing the Common Shares such legends referring to the
      foregoing restrictions, and any other applicable restrictions, as it many deem
      appropriate





12.
            AMENDMENT
                OR TERMINATION OF THIS PLAN





The
      Board
      of Directors may amend or terminate this Plan or the Trust Agreement at any
      time
      provided, however, that any such amendment or termination shall not adversely
      affect the rights of a Participant without his or her written
      consent.





13.
            ADMINISTRATIVE
                EXPENSES





Up
      to one
      percent (1%) of the proceeds of the sale by Participant of his Common Shares,
      with a maximum fee of no more than U.S. $1,000, may be withheld by (or paid
      over
      to) the Corporation to cover administrative, legal and other professional fees
      in connection with administration of this Plan. These fees shall be withheld
      upon the earliest of the following three:




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•
            Sale
                of an Options Share.


•
            Transfer
                of an Option Share from Trustee to
                Participant.


•
            Transfer
                of Options from Trustee to
                Participant.


These
      fees can be waived by the Company at it's sole discretion, in whole or in
      part.





14.
            TAX
                MATTERS





All
      tax
      consequences under any applicable law which may arise from the grant of an
      Option, from the exercise thereof, from the sale or disposition of Common Shares
      by the Participant or from any other act of the Participant in connection with
      any of the foregoing shall be borne solely by the Participant, and the
      Participant shall indemnify the Companies and the Trustee, and hold each of
      them
      harmless, against and from any liability for any such tax or any penalty,
      interest thereon or thereof.





15.
            TERM
                OF THIS PLAN AND TRUST AGREEMENT





The
      Corporation may issue Options under this Plan until December 31, 2013.
      Thereafter all Options that have not been allocated shall expire. The Plan
      shall
      terminate when all Options have expired or exercised, and the duties of the
      Trustee shall end after he ceases to hold Shares and/or Options, according
      to
      the Plan and has filed all reports required.





16.
            GOVERNING
                LAW AND JURISIDICTION





This
      plan
      shall be governed, construed and enforced in accordance with the laws of the
      state of Israel, 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 this Plan.





17.
            GOVERNMENT
                REGULATION





This
      Plan
      and the granting and exercise of the Options and the obligations of the
      Companies to sell and deliver shares under such Options, shall be subject to
      all
      applicable laws and regulations, whether of the state of Israel or the United
      States or any other state having jurisdiction over the Companies and the
      Participant, including, if applicable, the registration of the shares under
      the
      1933 Act and to such approval by any governmental agencies or national
      securities exchanges, as may be required.




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