Final

     
      

    EXHIBIT
      A

    


    


    VALOR
      COMPUTERIZED SYSTEMS LTD.

     

     

     

    THE
      1999 

    SECTION
      102 SHARE OPTION PLAN

    


     

    
      
        
        

      

      
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    Final

    


    VALOR
      COMPUTERIZED SYSTEMS LTD.

     

    THE
      1999 SECTION 102 SHARE OPTION PLAN

     

    
      	
              1.

            	
              NAME

            


    

     

    This
      Plan, as amended from time to time, shall be known as the VALOR COMPUTERIZED
      SYSTEMS Ltd. 1999 Section 102 Share Option Plan (“the
      Option Plan”
      or
      “the
      Plan”)

     

    
      	
              2.

            	
              PURPOSE
                OF THE OPTION PLAN

            


    

     
      

    The
      Option Plan is intended as an incentive to retain, in the employ of VALOR
      COMPUTERIZED SYSTEMS Ltd. (“the
      Company”)
      or a
      Subsidiary y of the Company which now exists or hereafter is organized or
      acquired by the Company, persons of training, experience, and ability, to
      attract new employees, whose services are considered valuable, 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 Option Plan approved by the board of directors of the company (“the
      Board”),
      which
      is designed to benefit from, and is made pursuant to, the provisions of Section
      102 of the Israeli Income Tax Ordinance (New Version) 1961 and any regulations,
      rules, orders of procedures promulgated thereunder (“Section
      102”)
      with
      respect to Options granted to employees of the Company, each Option exercisable
      for one share, pursuant to the Option Plan (“the
      Options”).

     

    The
      term
“Subsidiary”
      shall
      mean for the purposes of the Plan: any company (other than the Company) in
      an
      unbroken chain of companies beginning with the Company if, at the time of
      granting an option, each of the companies other than the last company in the
      unbroken chain owns stock possessing fifty percent (50%) or more of the total
      combined voting power of all classes of stock in one of the other companies
      in
      such chains.

     
      

    
      	
               3.

            	
              ADMINISTRATION
                OF THE OPTION PLAN

            


    

     

    The
      Board
      or a share option committee appointed and maintained by the Board for such
      purpose (“the
      Committee”) shall
      have the power to administer the Option Plan. Notwithstanding the above, the
      Board shall automatically have a residual authority if no Committee shall be
      constituted or if such Committee shall cease to operate for any reason
      whatsoever.

     

    The
      Committee shall consist of such number of members (not less than two (2) in
      number) as may be fixed by the Board. The Committee shall select one of its
      members as its chairman (“the
      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.

     

    Any
      member of such Committee shall be eligible to receive Options under the Option
      Plan while serving on the Committee, unless otherwise specified
      herein.

     

    
      
        
        

      

      
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    Final

    


    The
      Committee shall have full power and authority to:

     

    
      	
               

            	
              3.1

            	
              Designate
                participants.

            


    

     

    
      	
               

            	
              3.2

            	
              Determine
                the terms and provisions of respective Option agreements (which need
                not
                be identical) including, but not limited to, the number of shares
                in the
                Company to be covered by each Option, provisions concerning the time
                or
                times when and the extent to which the Options may be exercised and
                the
                nature and duration of restrictions as to transferability or restrictions
                constituting substantial risk of
                forfeiture.

            


    

     

    
      	
               

            	
              3.3

            	
              Accelerate
                the right of an Optionee to exercise, in whole or in part, any previously
                granted Option.

            


    

     

    
      	
               

            	
              3.4

            	
              Interpret
                the provisions and supervise the administration of the Option
                Plan;

            


    

     

    
      	
               

            	
              3.5

            	
              Determine
                the Fair Market value( as defined below) of the shares (as defined
                below).

            


    

     

    
      	
               

            	
              3.6

            	
              Determine
                any other matter which is necessary or desirable for, or incidental
                to
                administration of the Option Plan.

            


    

     

    The
      Committee shall have the authority to grant, in 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 provided in the Option so surrendered and canceled, and
      containing such other terms and conditions as the Committee may prescribe in
      accordance with the provisions of the Option Plan.

     

    All
      decisions and selections made by the Board or the Committee pursuant to the
      provisions of the Option Plan shall be made by a majority of its members except
      that 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 and signed by a majority of the members who are authorized
      to
      make such decision shall be fully effective as if it had been made by a majority
      at a meeting duly held.

     

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

     

    Subject
      to the Company decision, 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 Option Plan 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.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Final

    


    “Fair
      Market value” shall
      mean in the Plan, 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 Administrator deems
                reliable.

            


    

     

    
      	
               

            	
              (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;

            


    

     

    
      	
               

            	
              (iii)

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

            


    

     

    
      	
              4.

            	
              DESIGNATION
                OF PARTICIPANTS

            


    

     

    The
      persons eligible for participation in the Option Plan as recipients of Options
      shall include any employees of the Company or of any Subsidiary of the Company
      now exists or hereafter is organized or acquired by the Company. The grant
      of an
      Option hereunder shall neither entitle the recipient thereof to participate
      nor
      disqualify him from participating in, any other grant of Options pursuant to
      this Option Plan or any other option or stock plan of the Company or any of
      its
      affiliates.

     

    Notwithstanding
      anything in the Option Plan to the contrary, all grants of Options to directors
      and office holders (“Nosei Misra” - as such term is defined in the Companies
      Ordinance (New Version), 1983 - “the
      Companies Ordinance”) shall
      be
      authorized and implemented only in accordance with the provisions of the
      Companies Ordinance, as in effect from time to time.

     

    
      	
              5.

            	
              TRUSTEE

            


    

     

    The
      Options which shall be granted to employees of the Company and/or any Shares
      (as
      defined below) issued upon exercise of such Options and/or other shares received
      subsequently following any realization of rights, shall be issued to a Trustee
      nominated by the Committee, and approved in accordance with the provisions
      of
      Section 102 (“the
      Trustee”) and
      held
      for the benefit of the Optionees for a period of not less than two years (24
      months) from the date of grant.

     

    Notwithstanding
      anything to the contrary, the Trustee shall not release any Options which were
      not already exercised into Shares by the Optionee or release any Shares issued
      upon exercise of Options prior to the full payment of the Optionee’s tax
      liabilities arising from Options which were granted to him and/or any Shares
      issued upon exercise of such Options.

     

    
      
        
        

      

      
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    Final

    


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

     

    
      	
              6.

            	
              SHARES
                RESERVED FOR THE OPTION PLAN; RESTRICTION
                THEREON

            


    

     

    
      	
               

            	
              6.1

            	
              The
                Company has reserved 20,000 authorized but unissued Ordinary Shares
                nominal value NIS 1.00 per share, of the Company (“the Shares”), for
                purposes of the Plan, subject to adjustment as set forth in paragraph
                8
                below. Any of such Shares which may remain unissued and which are
                not
                subject to outstanding Options at the termination of the Option Plan
                shall
                cease to be reserved for the purpose of the Option Plan, but until
                termination of the Option Plan the Company shall at all times reserve
                sufficient number of Shares to meet the requirements of the Option
                Plan.
                Should any Option for any reason expire or be canceled prior to its
                exercise or relinquishment in full, the Shares therefore subject
                to such
                Option may again be subjected to an Option under the Option
                Plan.

            


    

     

    
      	
               

            	
              6.2

            	
              An
                employee who purchased Shares hereunder upon exercise of Options
                shall
                have no voting rights as a shareholder (in any and all matters whatsoever)
                until the consummation of a public offering of the Company’s shares (the
                “IPO”). Until an IPO, such Shares shall be voted by an irrevocable proxy
                pursuant to the directions of the Board, such proxy irrevocably to
                be to
                the person or persons designated by the Board. All Shares issued
                upon
                exercise of the Options shall entitle the holder thereof to receive
                dividends and other distributions
                thereon.

            


    

     

    
      	
              7.

            	
              OPTION
                PRICE

            


    

     

    
      	
               

            	
              7.1

            	
              The
                purchase price of each Share subject to an Option or any portion
                thereof
                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.

            


    

     

    To
      the
      extent required by Section 102 of the Ordinance, the Optionee shall waive 1.00
      NIS of his salary payment.

     

    
      	
               

            	
              7.2

            	
              The
                Option price shall be payable upon the exercise of the Option in
                a form
                satisfactory to the Committee and conforming to the requirements
                of
                Section 102, 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.

            


    

     

    
      
        
        

      

      
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    Final

     

    
      	
              8.

            	
              ADJUSTMENTS

            


    

     

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

     

    
      	
               

            	
              8.1

            	
              In
                the event of a merger of the Company with or into another corporation,
                or
                the sale of substantially all of the assets of the Company, while
                unexercised Options remain outstanding under the Option Plan, there
                shall
                be substituted for the Shares subject to the unexercised portions
                of such
                outstanding Options 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) which were distributed to the
                shareholders of the Company in respect of such shares, and appropriate
                adjustments shall be made in the purchase price per share to reflect
                such
                action, all as will be determined by the Committee whose determination
                shall be final.

            


    

     

    
      	
               

            	
              8.2

            	
              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 8.1 above, the successor corporation
                does not agree to assume the Options, the Vesting Dates shall be
                accelerated .

            


    

     

    
      	
               

            	
              8.3

            	
              If
                the Company is liquidated or dissolved while unexercised Options
                remain
                outstanding under the Option Plan, then all such outstanding Options
                may
                be exercised in full by the Optionees as of the effective date of
                any such
                liquidation or dissolution of the Company without regard to the
                installment exercise provisions of Paragraph 9(2), by the Optionees
                giving
                notice in writing to the Company of their intention to so
                exercise.

            


    

     

    
      	
               

            	
              8.4

            	
              If
                the outstanding shares of the Company shall at anytime be changed
                or
                exchanged by declaration of a stock dividend (bonus shares), stock
                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 Shares subject to this Option Plan or subject
                to
                any Options therefore granted, and the Option prices, shall be
                appropriately and equitably adjusted so as to maintain the proportionate
                number of Shares without changing the aggregate Option price, provided,
                however, that no adjustment shall be made by reason of the distribution
                of
                subscription rights (rights offering) on outstanding stock. Upon
                happening
                of any of the foregoing, the class and aggregate number of Shares
                issuable
                pursuant to the Option Plan (as set forth in paragraph 6 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.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Final

    


    
      	
               

            	
              8.5

            	
              Anything
                herein to the contrary notwithstanding, if prior to the completion
                of an
                initial public offering of the Company’s securities (“IPO”),
                all or substantially all of the shares of the Company are to be sold,
                or
                upon a merger or reorganization or the like, the shares of the Company,
                or
                any class thereof, are to be exchanged for securities of another
                Company,
                then in such event, each Optionee shall be obliged to sell or exchange,
                as
                the case may be, the Shares such Optionee purchased under the Option
                Plan,
                in accordance with the instructions then issued by the Board whose
                determination shall be final.

            


    

     

    
      	
              9.

            	
              TERM
                AND EXERCISE OF OPTIONS

            


    

     

    
      	
               

            	
              9.1

            	
              Options
                shall be exercised by the Optionee by giving written notice to the
                Company, in such form and method as may be determined by the Company
                and
                the Trustee in accordance with the requirements of Section 102, which
                exercise shall be effective upon receipt of such notice by the Company
                at
                its principal office. The notice shall specify the number of Shares
                with
                respect to which the Option is being
                exercised.

            


    

     

    
      	
               

            	
              9.2

            	
              Each
                Option granted under this Option Plan shall be exercisable following
                the
                exercise dates and for the number of Shares as shall be provided
                in
                Exhibit B to the Option agreement. However no Option shall be exercisable
                after the Expiration Date, as defined for each Optionee in the Optionee’s
                Option agreement.

            


    

     

    
      	
               

            	
              9.3

            	
              Options
                granted under the Option Plan shall not be transferable by Optionees
                other
                than by will or laws of descent and distribution, and during an Optionee’s
                lifetime shall be exercisable only by that
                Optionee.

            


    

     

    
      	
               

            	
              9.4

            	
              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 prior to
                the
                Expiration Date, and provided that, subject to the provisions of
                Section
                9.6 below, the Optionee is an employee of the Company or a Subsidiary
                of
                the Company or a company or a Parent or a subsidiary company of such
                company issuing or assuming the Options in a transaction described
                in
                section 7.1 of the Agreement, at all times during the period beginning
                with the granting of the Option and ending upon the date of
                exercise.

            


    

     

    
      	
               

            	
              9.5

            	
              Subject
                to the provisions of Section 9.6 below, in the event of termination
                of
                Optionee’s employment with the Company or a Subsidiary of the Company or a
                company or a Parent or a subsidiary company of such company issuing
                or
                assuming the Options in a transaction described in section 7.1 of
                the
                Agreement , all Options granted to him will immediately be expired.
                A
                notice of termination of employment shall be deemed to constitute
                termination of employment.

            


    

     

    
      	
               

            	
              9.6

            	
              Notwithstanding
                anything to the contrary hereinabove, an Option may be exercised
                after the
                date of termination of Optionee’s employment with the Company or any
                Subsidiary of the Company thereof or a company or a Parent or a subsidiary
                company of such company issuing or assuming the Options in a transaction
                described in section 7.1 of the Agreement during an additional period
                of
                time beyond the date of such termination, but only with respect to
                the
                number of Options already vested at the time of such termination
                according
                to the Vesting Dates if:

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Final

     

    
      
        	
              	9.6.1	
                Termination
                  is without Cause (as defined below), in which event any Options
                  still in
                  force and unexpired may be exercised within a period of ninety
                  (90) days
                  from the date of such
                  termination.

              


      

    

     

    
      
        	
              	9.6.2	
                Termination
                  is the result of death or disability of the Optionee, in which
                  event any
                  Options still in force and unexpired may be exercised within a
                  period of
                  twelve (12) months from the date of
                  termination.

              


      

    

     

    
      
        	
              	9.6.3	
                Prior
                  to the date of such termination, the Committee shall authorize
                  an
                  extension of the terms of all or part of the 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.

              


      

    

     

    The
      term
“Cause”
      shall
      mean for the purposes of the Plan: (i) conviction of any felony involving moral
      turpitude or affecting the Company; (ii) any refusal to carry out a reasonable
      directive of the CEO which involves the business of the Company or its
      affiliates and was capable of being lawfully performed; (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 of
      Directors to be materially detrimental to the Company.

     

    The
      term
“parent”
      shall
      mean for the purposes of the Plan: any company (other than the Company) in
      an
      unbroken chain of companies ending with the Company if, at the time of granting
      an Option, each of the companies (other than the Company), owns stock possessing
      fifty percent (50%) or more of total combined voting power of all classes of
      stock in one of the other companies in such chain.

     

    
      	
               

            	
              9.7

            	
              To
                avoid doubt, the holders of Options 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 part of an Option, nor shall
                they be
                deemed to be a class of shareholders or creditors of the Company
                for
                purpose of the operation of section 233 of the Companies Ordinance
                or any
                successor to such section, until registration of the Optionee as
                holder of
                such Shares in the Company’s register of members upon exercise of the
                Option in accordance with the provisions of this
                Plan.

            


    

     

    
      	
               

            	
              9.8

            	
              Any
                form of Option agreement authorized by the Option Plan may contain
                such
                other provisions as the Committee may, from time to time, deem advisable.
                Without limiting the foregoing, the Committee may, with the consent
                of the
                Optionee, from time to time cancel all or any portion of any Option
                then
                subject to exercise, and the Company’s obligation in respect of such
                Option may be discharged by (i) payment to the Optionee of an amount
                in
                cash equal to the excess, if any, of the Fair Market Value of the
                Shares
                at the date of such cancellation subject to the portion of the Option
                so
                canceled over the aggregate purchase price of such Shares, (ii) the
                issuance or transfer to the Optionee of Shares of the Company with
                a Fair
                Market Value at the date of such transfer equal to any such excess,
                or
                (iii) a combination of cash and shares with a combined value equal
                to any
                such excess, all as determined by the Committee in its sole
                discretion.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Final


     

    
      	
              10.

            	
              SHARES
                SUBJECT TO RIGHT OF FIRST
                REFUSAL

            


    

     

    
      
        	
              	10.1	
                Notwithstanding
                  anything to the contrary in the Articles of Association of the
                  Company,
                  none of the Optionees shall have a right of first refusal in relation
                  with
                  any sale of shares in the
                  Company.

              


      

    

     

    
      
        	
              	10.2	
                Sale
                  of shares by the Optionees shall be subject to the right of first
                  refusal
                  of other shareholders as set forth in the Articles of Association
                  of the
                  Company. In the event that the Articles of Association of the Company
                  shall not contain any provision regarding rights of first refusal,
                  then,
                  unless otherwise provided by the Board, until such time as the
                  Company
                  shall effectuate an IPO, the sale of Shares issuable upon exercise
                  of an
                  Option, shall be subject to a right of first refusal on the part
                  of the
                  Repurchaser(s). Repurchaser(s) means (i) the company, if permitted
                  by
                  applicable laws; (ii) if the company is not permitted by applicable
                  laws ,
                  then any affiliate or Subsidiary of the company designated by a
                  unanimous
                  decision is reached by the Board of Directors ; or ( iii) if no
                  unanimous
                  decision is reached by the Board of Directors , then the company
                  existing
                  shareholders (save, for avoidance of doubt , for other optionee
                  who
                  already exercised their options), pro rate in accordance with their
                  shareholding. The optionee shall give a notice of sale (the “Notice) to
                  the Company in order to offer the Shares to the
                  Repurchaser(s).

              


      

    

     

    The
      notice shall specify the name of each proposed purchaser or other Transferee
      (
“Proposed
      Transferee”), the
      Number of Shares offered for sale, the price per Share and the payment terms.
      The Repurchaser(s) will be entitled for 30 days from the day of receipt of
      the
      Notice (“the
      30 Days Period”), to
      purchase all or part of the offered Shares. If by the end of the 30 Days Period
      not all of the offered Shares have been purchased by the Repurchaser(s), the
      Optionee will be entitled to sell such Shares at any time during the 90 days
      following the end of the 30 Days Period on terms not more favorable than those
      set out in the Notice, provided that the proposed Transferee agrees in writing
      that the provisions of this section shall continue to apply to the affered
      shares by giving a written notice with repard to the above.

     

    
      	
              11.

            	
              DIVIDENDS

            


    

     

    With
      respect to all Shares (in contrary to unexercised Options) issued upon the
      exercise of Options purchased by the Optionee and held by the Trustee, the
      Optionee shall be entitled to receive dividends in accordance with the quantity
      of such Shares, and subject to taxation according to the applicable law . During
      the period in which Shares issued to the Trustee on behalf of an Optionee are
      held by the Trustee, the cash dividends paid with respect thereto shall be
      paid
      directly to the Optionee - subject to the payment/withholding of the relevant
      tax.

     

    
      	
              12.

            	
              ASSIGNABILITY
                AND SALE OF OPTIONS

            


    

     

    No
      Option, purchasable hereunder, whether fully paid or not, shall be assignable,
      transferable or given as collateral or any right with respect to them given
      to
      any third

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    

      Final

       

      party
        whatsoever, 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.

       

      As
        long
        as the Shares are held by the Trustee in favor of the Optionee, than all
        rights
        the last possesses over the Shares are personal, can not be transferred,
        assigned, pledged or mortgaged, other than by will or laws of descent and
        distribution.

       

      
        	
                13.

              	
                TERM
                  OF THE OPTION PLAN

              


      

       

      The
        Option Plan shall be effective as of the day it was adopted by the Board
        and
        shall terminate at the end of ten years from such day of adoption.

       

      
        	
                14.

              	
                AMENDMENTS
                  OR TERMINATION

              


      

       

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

       

      
        	
                15.

              	
                GOVERNMENT
                  REGULATIONS

              


      

       

      The
        Option Plan, 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 to such approvals by any governmental
        agencies or national securities exchanges as may be required.

       

      
        	
                16.

              	
                CONTINUANCE
                  OF EMPLOYMENT

              


      

       

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

       

      
        	
                17.

              	
                GOVERNING
                  LAW & JURISDICTION

              


      

       

      This
        Option Plan 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 this Option
        Plan.

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    Final


     

    
      	
              18.

            	
              TAX
                CONSEQUENCES

            


    

     

    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,
      the
      Trustee or the Optionee), hereunder, shall be borne solely by the Optionee.
      The
      Company 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
      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.

     

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

     

    
      	
              19.

            	
              NON-EXCLUSIVITY
                OF THE OPTION PLAN

            


    

    


    The
      adoption of the Option Plan 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 stock Options otherwise then under the Option Plan, and such
      arrangements may be either applicable generally or only in specific cases.
      For
      the avoidance of doubt, prior grant of options to employees 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.

     

    
      	
              20.

            	
              MULTIPLE
                AGREEMENTS

            


    

     

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

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Final

    


    EXHIBIT
      B

    


    Terms
      of the Options

    


    
      	
              Name
                of the Optionee:

            	
               

            
	
               

            	
               

            
	
              Date
                of Grant:

            	
               

            
	
               

            	
               

            
	
              1. Number
                of Options granted:

            	
               

            
	
               

            	
               

            
	
              2. Price
                per Share:

            	
               

            
	
               

            	
               

            
	
              3.
                Vesting schedule:

            	
               

            
	
               

            	
               

            
	
              %
                of Options

            	
              Vesting
                Date

            
	
              50%

            	
               

            
	
              25%

            	
               

            
	
              25%

            	
               

            
	
               

            	
               

            
	
              4.
                Expiration Date:

            	
               

            
	
               

            	
               

            
	
               

            	
               

            
	
               

            	
               

            
	
               

            	
              Employee

            


    

     

    
      
        
        

      

      
        22