EXHIBIT
        ”B”

      


      


      


      VALOR
        COMPUTERIZED SYSTEMS LTD.

      


      


      


      


      THE
        2003 

      SHARE
        OPTION PLAN

      



      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      


      
        	
                1.

              	
                Name

              


      

      


      This
        Plan, as amended from time to time, shall be known as the Valor Computerized
        Systems Ltd.
        2003
        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 

      
        
          
          

        

        
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      (50%)
        or more of total combined voting power of all
        classes of stock in one of the other company in such chain.

       

      
        	
                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 

      
        
          
          

        

        
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      purposes,
        with respect to any proposed action of the
        Board or the Committee relating to any Option to be granted to that
        member.

       

      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).

      


      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.

      
        
          
          

        

        
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      By
        reception of the Options, the Optionee is 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/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, 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
        Allotment Consideration in any manner applicable by the Committee).

      
        
          
          

        

        
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                  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 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,
                  

              


      

       

      
        
          
          

        

        
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      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/Commence; and the third Vesting Date
                  shall
                  be deemed as 42 months from the Date of Grant/Commence. 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/Commence.

      


      
        	 	
                8.6

              	
                The
                  Optionee acknowledges that should the Company's shares be further
                  offered
                  in any future time to the public in any public market and/or further
                  registered for trading in any public market and/or once the Company’s
                  shares are delisted from trading and/or removed from registration
                  at a
                  public market (including the Stock Exchange) and the Company becomes
                  once
                  again a private Company, his/her right to sell his/her Shares may
                  be
                  

              


      

      


      
        
          
          

        

        
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        subject
          to some limitations, as set forth in accordance with the law
          and/or by the Company’s underwriters and/or the Articles of Association of the
          Company (as may be varied from time to time) and/or the Company’s resolutions.
          The Optionee unconditionally agrees to any such limitations.

         

      

      Moreover,
        in the event the Company shall become a private company an Optionee who
        exercised his/her options shall use any and all of his/her powers as a
        shareholder (including, but not limited to, in any shareholder’s meeting and/or
        in any case in which his/her voice/vote/support is requested and/or may be
        operated) to support and vote in favor of all decisions taken and/or
        recommendations proposed by the Board, including, but not limited to, any
        decision to merge with other company(ies) and/or sale of the Company’s assets to
        any other entity and/or issue/sell the Company’s shares to the public and/or
        registering its shares as whole or in part to an exchange or any other trade
        venue, and an irrevocable proxy in this respect to the person or persons
        designated by the Board shall be deemed as given by the Optionee who exercised
        his/her Option. Without derogating from the above, and if the Optionee is
        so
        requested, he/she approves to further execute any power of attorney for the
        effect of the aforesaid in this paragraph.

      


      
        	 	
                8.7

              	
                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/Commence.

              


      

      


      
        	 	
                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
                  service.

              


      

      


      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 ninety 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.

      
        
          
          

        

        
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      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
        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.

      
        
          
          

        

        
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      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

              


      

      


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

              	
                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 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

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      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
        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 and is granted options to purchase shares
        in
        the Company (or its Subsidiaries) by which he/she is employed, may be entitled
        to certain tax exemptions if certain condition are met including, inter alia,
        the depositing of the shares with a nominated trustee in the manner stipulated
        by the said section 102 and related regulations.

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
        The
          Company has taken the required steps and has obtained the Israeli tax
          authorities approval in order to permit use of the above tax exemptions
          by its
          Israeli Employees. However, the above mentioned tax exemptions are a matter
          of
          law, which might be altered or annulled by the legislator or the tax authorities
          at any given time.

         


        The
          grant
          of an option under Section 102 does not give rise to income tax liability
          on the
          part of the option holder at the time of the grant. Similarly, the exercise
          of a
          Section 102 option does not in itself give rise to income tax liability
          to the
          option holder at the time of exercise. Section 102 postpones the tax liability
          to the option holder which results from the exercise of options, until
          the time
          the shares acquired upon exercise of options are sold or released from
          the
          trust.

         

      

      If
        any
        conditions which is stipulated in or according to the Income Tax Ordinance
        shall
        not be met or in case the exemption shall be cancelled the employee shall
        be
        obliged to pay tax in the highest of several alternatives provided in the
        regulation under the Income Tax Ordinance.

      


      Moreover,
        each employee who is subject to the provisions of the Income Tax Ordinance,
        is
        obliged to make an undertaking that he/she will not transfer the shares issued
        to him/her and are subject to section 102 above, and not 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 section 97 (a) of the Income Tax Ordinance. By signing the Option Agreement,
        every such employee declares the aforementioned.

      


      Options
        Under Section 3(i) of the Tax Ordinance

      


      The
        exercise of options granted under Section 3(i) of the Tax Ordinance will
        subject
        the option holder to income tax at ordinary income tax rates at the time
        the
        participant exercises the option. The amount of ordinary income recognized
        by
        the Employee is equal to the excess, if any, of the fair market value of
        the
        option shares at the time of exercise, over the amount paid for such shares.
        Such income, in the case of an option granted to an employee, is subject
        to wage
        withholding, social security and health insurance taxes.

      


      An
        option
        holder will have a tax basis in the shares purchased upon exercise of Section
        3(i) options equal to the exercise price plus any income recognized upon
        the
        exercise of the option. Upon selling the shares, an employee generally will
        recognize capital gain in an amount equal to the difference between the sale
        proceeds and the individual’s tax basis in the shares.

      


      Notwithstanding
        the aforementioned, in case the Optionee will be subject to any other foreign
        tax regime(s), he/she may also be taxed in accordance with such foreign
        regime(s), and the Company shall have the right to condition the allotment
        of
        the Options and/or their exercise (and any transaction made with such options
        or
        exercised shares), in its sole discretion, upon the settlement of any foreign
        tax obligations that the Company finds 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.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      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 and/or exercise of the Current/Future Options
        (including but not limited to, the allotment of the Exercised Shares(s) to
        the
        employee and/or any transaction relating to Option/Exercised Shares), and
        the
        employee is demanded to accomplish the Company with a proper documentation,
        as
        acceptable to the Company by its sole discretion, indicating the removal
        of any
        Israeli and/or non-Israeli tax liability imposed upon the employee. The
        acceptance of the said documentation and/or act done by the Company based
        on any
        of them shall not impose any liability upon the Company.

       

      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 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