EXHIBIT
      ”B”

    


    


    


    VALOR
      COMPUTERIZED SYSTEMS LTD.

    


    


    


    


    THE
      2001 

    SHARE
      OPTION PLAN

    



    
      
        
        

      

      
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              1.

            	
              Name

            


    

    


    This
      Plan, as amended from time to time, shall be known as the Valor Computerized
      Systems Ltd.
      2001
      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 and/or service
      of Valor Computerized Systems Ltd. (the “Company”),
      Valor
      Computerized Systems Inc., Valor Computerized System NV, Valor Finland Oy,
      Frontline P.C.B. Solutions Limited Partnership, Valor Computerized Systems
      Japan
      KK, Valor Computerized Systems Far East Limited, Valor Computer Systeme GmbH
      and
      e4eNet.com. Inc., and any other subsidiary in which the Company shall hold
      at
      the time of granting an Option, directly or indirectly, no less than 50% of
      the
      voting rights or a Subsidiary of which hereafter is organized or acquired by
      the
      Company (“Subsidiary”),
      persons of training, experience, and ability, to attract new employees,
      directors, consultants or service providers, 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”). 

    


    Options
      granted under the Option Plan may or may not contain such terms as will qualify
      such Options for the special tax treatment under section 102 of the Israeli
      Tax
      Ordinance (“Section
      102”).

    


    Options
      containing such terms as will qualify them for the special tax treatment under
      Section 102 of the Israeli Tax Ordinance, shall be referred to herein as
“102
      Options”.

    


    Options
      that do not contain such terms as will qualify them for the special tax
      treatment under Section 102 of the Israeli Tax Ordinance, shall be referred
      to
      herein as “3(i)
      Options”.

    


    Options
      granted under the USSOP may or may not contain such terms as will qualify such
      options as Incentive Stock Options (“ISOs”)
      within
      the meaning of Section 422 (b) of the United States Internal Revenue Code of
      1986, as amended (“the
      Code”).
      Options that do not contain terms as will qualify them as ISOs shall be referred
      to herein as Non-Qualified Stock Options (“NQSOs”).

    


    All
      Options granted hereunder, whether together or separately, shall be hereinafter
      referred to as “Options”.

    


    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, such company (directly or
      indirectly), owns stock possessing fifty percent (50%) or more of total combined
      voting power of all classes of stock in one of the other company in such chain.
      

    
      
        
        

      

      
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              3.

            	
              Administration
                of the Option Plan

            


    

    


    The
      Board
      or a share option committee (now known as the Board's Compensation
      Committee) (the "Committee")
      appointed and maintained by the Board for such purpose 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.

    


    The
      Committee shall have full power and authority to recommend the Board regarding:
      

    


    (i)
      designate the participants; (ii) 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
      Agreement, 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;
      (iii) acceleration of the right of an Optionee to exercise, in whole or in
      part,
      any previously granted Option; (iv) designate any kind of options.

    


    The
      Committee shall have full power and authority to:

    


    (i)
      Interpret the provisions and supervise the administration of the Option Plan;
      (ii) Determine the Fair Market Value of the Shares ; (iii) Determine any other
      matter, which is necessary or desirable for, or incidental to administration
      of
      the Option Plan.

    


    Notwithstanding
      the above, the identity of each of the Optionees and the number of Shares
      covered by each Option must be ratified by the Board.

    


    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 Exercise Price equal to, lower than or higher
      than
      the Exercise Price provided in the Option so surrendered and canceled, and
      containing such other terms and conditions as the Committee or the Board 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. 

    


     

    
      
        
        

      

      
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    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/her, 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.

    


    
      	
              4.

            	
              Designation
                of Participants

            


    

    


    The
      persons eligible for participation in the Option Plan as recipients of Options
      shall include any employees (be them currently employed or employees who will
      be
      recruited during the life span of the Plan), directors, service providers and
      consultants of the Company or of any Subsidiary of the Company now exists or
      hereafter is organized or acquired by the Company (hereinafter: “Optionee”).
      The
      grant of an Option hereunder shall neither entitle the recipient thereof to
      participate nor disqualify him/her 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 Subsidiaries and 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
      Law, 1999 - the “Companies
      Law”)
      shall
      be authorized and implemented only in accordance with the provisions of the
      Companies Law, as in effect from time to time, and any other applicable
      law.

    


    
      	
              5.

            	
              Trustee

            


    

    


    The
      102
      Options which shall be granted under the Option Plan to employees who are
      subject to the Israeli Income Tax Ordinance and/or any Shares issued upon
      exercise of such 102 Options and/or other shares received subsequently following
      any realization of rights, shall be issued to the trustee nominated by the
      Company, and approved in accordance with the provisions of Section 102 and
      held
      for the benefit of those Optionees. Options and any Shares received subsequently
      following exercise of 102 Options, shall be held by the trustee 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 or connected to Options which were granted to him/her
      and/or any Shares issued upon exercise of such Options.

    


    By
      reception of the Options, the Optionee is irrevocably exempt the trustee from
      any 

    
      
        
        

      

      
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    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/her
      thereunder.

     

    The
      Company has appointed Mr. Gedon Duvshani (CPA.) to serve as a trustee.
      Nevertheless, the Company save the right to replace the identity of the trustee
      without any prior notice. 

    


    
      	
              6.

            	
              Shares
                Reserved for the Option Plan; Restriction
                Thereon

            


    

    


    Pursuant
      to a resolution of the Board of Directors, an aggregate of 4,780,800 shares
      have
      been reserved for future issuance upon the exercise of options granted or to
      be
      granted to employees, directors, consultants of the Company or its Subsidiaries,
      and to third parties. Each Option granted pursuant to the Plan, shall be
      evidenced by a written agreement between the Company and the Optionee
      (“Option
      Agreement”),
      in
      such form as the Board or the Committee shall from time to time approve. Each
      Option Agreement shall state a number of the Shares to which the Option relates
      and the type of Option granted thereunder (whether a 102 Option or a 3(i) Option
      or any other kind).

    


    All
      Shares issued upon exercise of the Options shall entitle the holder thereof
      to
      receive dividends and other distributions thereon.

    


    With
      regard to employees who are subject to the United States jurisdiction, the
      Option Agreement shall state a number of the Shares to which the Option relates
      and the type of Option granted thereunder (whether an ISO or an NQSO).
      Notwithstanding the foregoing, no ISO may be granted to an Employee in any
      calendar year if, as the result of such grant, the aggregate fair market value
      (determined as of the time each Option was granted) of the Shares for which
      such
      Optionee has been granted ISO’s under all plans of the Company and any parent,
      affiliate and subsidiary during that year would exceed $100,000, except and
      to
      the extent that the options shall have accumulated over a period in excess
      of
      one year. In the event an Optionee receives an Option intended to be an
      Incentive Stock Option which is subsequently determined not to comply with
      the
      requirements of the Code for Incentive Stock Options, the Option shall be
      amended, if necessary, in accordance with applicable Treasury Regulations and
      rulings to preserve, as the first priority, to the maximum possible extent,
      the
      status of the Option as an ISO (as defined in the Code) and to preserve, to
      the
      maximum possible extent, the number of shares subject to the Option. ISOs or
      portions thereof which exceed such $100,000 limit (according to the order in
      which they were granted) shall be treated as NQSOs.

    


    
      	
              7.

            	
              Exercise
                Price

            


    

    


    
      	 	
              7.1

            	
              The
                exercise 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 (the “Exercise
                Price”).

            


    

    


    An
      Optionee who is granted 102 Option shall waive the Allotment Consideration
      out
      of his/her salary payment (or if no salary payment is due shall deliver the
      

    
      
        
        

      

      
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    Allotment
      Consideration in any manner applicable by
      the Committee).

     

    
      	 	
              7.2

            	
              The
                Exercise Price shall be payable upon the exercise of the Options
                in a form
                satisfactory to the Committee and in a case of 102 Options conforming
                to
                the requirements of Section 102. The Optionee shall be allowed to
                pay the
                said consideration by cheque or in cash, denoted in U.S. Dollar or
                in New
                Shekels in converted into New Shekels in accordance with the
                representative rate of the U.S. Dollar published by the bank of Israel
                as
                known on the date in which the Exercise Notice will be served to
                the
                company. The Committee shall have the authority to postpone the date
                of
                payment on such terms as it may
                determine.

            


    

    


    An
      employee who is subject to the United States jurisdiction, and he/she is a
“Ten
      Percent Shareholder” (as defined below) shall not be granted an ISO unless the
      Exercise Price of such ISO is at least one hundred ten percent (110%) of the
      Fair Market Value of the Shares at the Date Of Grant and the ISO is not
      exercisable after the expiration of five (5) years from the Date Of Grant.
      

    


    “Ten
      Percent Shareholder”
-
      a
      person who owns (or is deemed to own pursuant to Section 424(d) of the Code)
      shares possessing more than ten percent (10%) of the total combined voting
      power
      of all classes of shares of the Company or of any of its
      affiliates.

    


    An
      employee who is subject to the United States tax laws, and he/she is not a
      Ten
      Percent Shareholder as defined in this section 7.2, shall not be granted an
      ISO
      unless the Exercise Price of such ISO is at least equal to the Fair Market
      Value. 

    


    
      	
              8.

            	
              Adjustments

            


    

    


    Until
      allotment of the Exercise Shares as stated, the Optionee shall not have any
      right to vote, any right to receive dividends or any other right of a
      shareholder (other than the right to exercise the Options).

    


    No
      adjustments shall be made in respect of a dividend or other rights during the
      period prior to allotment of the Exercise Shares, save for the adjustments
      set
      forth hereafter:

    


    
      	 	
              8.1

            	
              In
                the case of a change in the Company’s share capital structure (including a
                consolidation or split of shares), adjustments shall be made to the
                number
                of shares deriving from the exercise of the Options and of the Exercise
                Price required.

            


    

    


    
      	 	
              8.2

            	
              In
                the case of an issue of bonus shares by the Company, The Optionee
                shall be
                entitled to receive, at the time of their exercise - in addition
                to the
                shares deriving from exercise of the Options, and without further
                payment
                - shares in the number to which he/she would have been entitled to
                if
                he/she had exercised his/her option on the eve of the date determining
                the
                issuance of the bonus shares.

            


    

    


    
      	 	
              8.3

            	
              Where
                the shareholders of the Company are offered rights to purchase any
                securities of the Company, the Company is required to also
                

            


    

     

    
      
        
        

      

      
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    offer
      identical rights to the Optionee who have not
      yet exercised the Options on the date of determining the right to acquire them
      and which they are entitled to exercise, as if the Optionee had exercised their
      Options on the eve of the date determining the right to participate in the
      said
      acquisition, provided however that the Committee, in its sole discretion shall
      determine whether to allow the Optionee to enjoy any other benefit deriving
      from
      the said offer of securities rather than the right to purchase it in its fair
      market value,

     

    
      	 	
              8.4

            	
              The
                Company shall furnish written notice to the Optionee regarding any
                proposal presented for approval in connection with the Company’s
                liquidation. Each Optionee shall be entitled to give notice in writing
                of
                his/her wish to be considered as though he/she had exercised the
                Options
                (including also, acceleration and exercise of the Options for shares
                which
                could not yet otherwise have been exercised) no later than 7 days
                prior to
                adopting the resolution of liquidation. The validity of such Optionee’s
                notice is subject to attaching by him/her of the Exercise Price for
                the
                Exercise Shares (this sum shall be returned to the Optionee in case
                the
                liquidation resolution shall not in the end be
                adopted).

            


    

    


    In
      the
      event that the Options are not exercised for shares, they shall be cancelled
      forthwith prior to the date of executing the liquidation, and shall be invalid
      and shall not vest any right whatsoever in the owner thereof.

    


    
      	 	
              8.5

            	
              In
                the event of the Company’s merger with or into another corporation, or a
                sale of substantially all of the Company’s assets to another corporation,
                the unexercised Options shall be substituted by equally ranking options
                of
                the successor corporation, subject to the consent of the successor
                corporation. However, if the successor company (or a parent or subsidiary
                of the successor company) does not agree to assume or substitute
                for the
                Option award as aforesaid, the vesting periods shall be accelerated
                and
                become vested for a period starting as of fourteen (14) days prior
                to the
                effective date of such transaction and ending 7 days prior to it
                in the
                following manner - the first Vesting Date shall be deemed as 12 months
                from the Date of Grant; the second Vesting Date shall be deemed as
                30
                months from the Date of Grant; and the third Vesting Date shall be
                deemed
                as 42 months from the Date of Grant. Any Option, which shall not
                be
                exercised until 7 days prior to the effective date of the transaction,
                shall become null and void.

            


    

    


    In
      case
      the merger or the said transaction shall not in the end be completed or take
      place the said acceleration of the vesting period shall be annulled and the
      vesting period shall be again as set forth in section 4 above.

    


    For
      the
      avoidance of doubt and without derogating from the above, each employee shall
      bear all tax consequences and obligations which might arise as a consequence
      of
      the acceleration of his/her options and the Option’s exercise, including their
      exercise prior to the laps of 24 months from the relevant Date of
      Grant.

    
      
        
        

      

      
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                  8.6

                	
                  Employees
                    who are subject to the United States jurisdiction shall be further
                    subject
                    to the following provisions:

                


        

         

        An
          ISO as
          well as a NQSO shall not be transferable (by the Optionees in case of ISO)
          except by will or laws of descent and distribution, and during an Optionee's
          lifetime shall be exercisable only by that Optionee. Notwithstanding the
          foregoing, the Optionee, by delivering a written notice to the Company,
          in a
          form satisfactory to the Company, designate a third party who, in the event
          of
          the death of the Optionee, shall thereafter be entitled to exercise the
          Option.

      

    

    


    
      	
              9.

            	
              Term
                and Exercise of
                Options

            


    

    


    
      	 	
              9.1

            	
              The
                Options allotted pursuant to this Option Plan, to the extent not
                previously exercised, shall terminate forthwith 10 years from the
                Date of
                Grant.

            


    

    


    
      	 	
              9.2

            	
              Subject
                to the provisions of section 9.3 below, in the event of termination
                of the
                Optionee’s employment and/or services with the Company or a Subsidiary of
                the Company or a Parent Company or a successor company or a subsidiary
                of
                such successor company issuing or assuming the options in a transaction
                described in section 8.5 above, all Options granted to him/her will
                immediately expire. A notice of termination of employment and/or
                services
                by either the Company or the Optionee shall be deemed to constitute
                termination of employment and/or
                serice.

            


    

    


    In
      the
      event that the Optionee ceases to be employed by the Company (other than as
      a
      result of death or disability as defined below), he/she shall be entitled,
      until
      the end of a period of nintey days from the termination date of his/her term
      of
      employment, and in any case by no later than the end of the relevant Exercise
      Period to exercise that portion of the Options allotted to him/her, which is
      exercisable pursuant to the terms of this Profile until the end of the term
      of
      his/her employment.

    


    Notwithstanding
      the aforesaid, where the Optionee was dismissed in circumstances in which he/she
      is not entitled to severance payment, as stated in the Severance Pay Law,
      5723-1963, and/or with Cause, all the Options granted to him/her pursuant to
      this Agreement and which were not exercised for shares, shall expire. In such
      event of the resignation or dismissal of the Optionee, the day of sending the
      letter of resignation to the employer or on the day of sending the letter of
      dismissal to the employee, as the case may be, shall be deemed, for the purpose
      of this Agreement, as the termination of his/her employment by the Company,
      regardless of the actual date on which the employment was
      terminated.

    


    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


    
      
        
        

      

      
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    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. 

     

    
      	 	
              9.3

            	
              In
                the event of the termination of employment of the Optionee as a result
                of
                a Disability, the Optionee shall have the a right, until the end
                of a
                period of 12 months from the date of terminating his/her term of
                employment and in any event, no later than the end of the Exercise
                Period,
                to exercise that portion of the Options allotted to him/her which
                may be
                exercised pursuant to this Agreement until the end of the term of
                his/her
                employment.

            


    

    


    In
      this
      section: “Disability”
-
      the
      inability of the Optionee to fulfill his/her position as a result of an injury
      and/or illness for a continued period of at least six months.

    


    In
      the
      event of the death of The Optionee during the period of his/her employment
      by
      the Company, the estate or heirs of such Optionee shall be granted the right
      -
      until the end of a period of 12 months from the date of the Entitled Employee’s
      death, and in any case no later than the end of the Exercise Period - to
      exercise that portion of the Options allotted to the Optionee and which may
      be
      exercised pursuant to this Plan until the date of his/her death.

    


    For
      the
      avoidance of any doubt, a transfer of an employee from one position held in
      the
      Company or in any of its Subsidiaries to a different position in the Company
      or
      its Subsidiaries, or a transfer between different subsidiaries of the Company
      (including a transfer between the Company and any of its Subsidiaries) shall
      not
      be deemed as cessation of employment.

    


    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
      sections 350 and 351 of the Israeli Companies Law or any successor to such
      section. 

    


    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 of the Options 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 Exercise 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.

    


    
      	
              10.

            	
              Vesting

            


    

     

    
      
        
        

      

      
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    Options
      shall vest (i.e. - Options shall become
      exercisable) at the date set forth in section 3 of Exhibit “D”
hereto
      (the “Vesting
      Date”).

     

    
      	
              11.

            	
              Dividends

            


    

    


    With
      respect to all Shares (in contrary to unexercised Options) issued upon the
      exercise of Options purchased by the Optionee, 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, the cash dividends paid with
      respect thereto shall be paid directly to the Optionee - subject to the
      payment/withholding of the relevant tax.

    


    
      	
              12.

            	
              Assignabeility
                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 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.

    


    Any
      such
      action shall result in the immediate expiration of the option.

    


    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, alter, suspend
      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 the Option thereunder, and the
      Company's obligation to sell and deliver Shares or cash under the Option, are
      

    
      
        
        

      

      
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    subject
      to all applicable laws, rules and
      regulations, whether of the State of Israel, the United States, Germany or
      any
      other State having jurisdiction over the Company and the Optionee and to such
      approvals by any governmental agencies or securities exchanges as may required.
      Nothing herein shall be deemed to require the Company to register the shares
      under the United States Securities Act of 1933 or under the securities law
      of
      any other jurisdiction.

     

    
      	
              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/or service, 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 and/or service of the Company or a Subsidiary thereof or restrict
      the
      right of the Company or a Subsidiary thereof to terminate such employment and/or
      service 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.

    


    
      	
              18.

            	
              Tax
                Consequences

            


    

    


    According
      to the provisions of section 102 of the Income Tax Ordinance, an employee who
      is
      subject to the Income Tax Ordinance jurisdiction and is granted options to
      purchase shares in the company (or its Subsidiaries) which employs him/her,
      may
      be entitled to certain tax benefits, provided that certain condition are met
      including, inter alia that the shares are deposited with a trustee nominated
      in
      the manner stipulated by law. 

    


    The
      date
      of the tax liability shall apply on the date of selling of the options/exercised
      shares or on the date of transferring the option/exercised shares from the
      trustee to the employee. 

    


    Moreover, each
      employee who is subject to the provisions of the Income Tax Ordinance, is
      obliged to declare that he/she will not transfer the shares issued upon the
      exercise of 102 Options nor any other shares received subsequently following
      any
      realization of rights which are subject to section 102, by a way of tax - exempt
      transfer or a transfer under Chapter E`2 or, sections 97 (a) of the Income
      Tax
      Ordinance. By signing tha Option Agreement/being granted the Options, and every
      such employee by executing the Option Agreement declares the
      aforementioned.

    


    Notwithstanding
      anything of the contrary of the aforementioned, in case the Optionee will be
      subject to any other foreign tax regime(s), he/she shall be taxable in
      accordance to this foreign regime(s), and the Company shall have the right
      to
      condition the allotment 

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    of
      the Options and/or their exercise (and any
      transaction regarding them), by its sole discretion, upon the
      settlements/arrangements of the foreign tax obligations that the Company find
      suitable. The actual allotment of the Options and/or their exercise and/or
      agreeing to any transaction regarding the Share Option and/or any other act
      done
      by the Company regarding the above shall not impose any liability upon the
      Company.

     

    Notwithstanding
      the above, each employee shall be exclusively liable for any tax liability
      which
      might arise as a result of the allotment of the Options, exercise of the
      Current/Future Options and/or selling the Exercised Shares, and the Company
      shall have the right to condition any allotment and/or exercise of the Options
      (including but not limited, the allotment or sale of the Exercised Share(s)
      by
      the employee), on the provision by the employee to the Company of a proper
      documentation, as acceptable to the Company, indicating the removal of any
      Israeli or non-Israeli tax liability imposed upon the employee/Company in such
      respect; the actual acceptance of the documentation and/or act done by the
      Company based on any of them shall not impose any liability upon the
      Company.

    


    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 if applicable shall deduct taxes according to the
      requirements under the applicable laws, rules, and regulations, including the
      withholding of taxes at source. Furthermore, the Optionee shall agree to
      indemnify the trustee and hold him/his 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 and/or transfer of any Shares
      and/or consideration to the Optionee.

    


    Without
      derogating from the above, every employee who might be required by law to report
      about any transaction with regard to the Options or their exercise to any
      relevant tax authority (for example, regarding any income he/she will have,
      if
      any), shall be exclusively liable to do so. 

    


    This
      section 18.is not intended and should not be construed as legal or professional
      tax advice and does not cover all possible tax consideration. Each employee
      should consult his/her own tax advisor as to the particular tax consequences
      of
      an investment in the Options, including, inter alia, the effect of the
      applicable Israeli or foreign tax laws or treaties and possible changes in
      the
      tax laws. 

    


    
      	
              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 Optionees of the Company
      under
      their employment 

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    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.

    



    
      
        
        

      

      
        13