EXHIBIT
      ”B”

    


    


    


    VALOR
      COMPUTERIZED SYSTEMS LTD.

    


    


    


    


    THE
      2002 

    SHARE
      OPTION PLAN

    



    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    


    
      	
              1.

            	
              Name

            


    

    


    This
      Plan, as amended from time to time, shall be known as the Valor Computerized
      Systems Ltd.
      2002
      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.

    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    
      	
              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 

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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).

    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

        

          
            	 	
                    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,
                provided however that the Committee, in its sole
                

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    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
                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.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    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.

    


    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
      

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    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.

    


    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 

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    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

            


    

    


    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 

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    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.

    


    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 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      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.

    


    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.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    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

        
          

        

      

      
        
        

      

    


     

    EXHIBIT
      ”C”

     

    Terms
      of the Options

     

    


     

    


    
      	
              Name
                of the Optionee:

            	
              ____________

            
	
              Date
                of Grant/Commence: 

            	
              ____________

            
	
              Designation:

            	
              102
                Options o
                / 3(i) o

            
	
              1. Number
                of Options granted:

            	
              _____________

            
	
              2. Price
                per Share: 

            	 
	
              3. Vesting
                Periods:

            	 


    

    


    
      	
              %
                of Options

            	
              Vesting
                Date

            
	
              50%

            	
              At
                ________, 2004

            
	
              Additional
                25% (total 75%)

            	
              At
                ________, 2005

            
	
              Additional
                25% (total 100%)

            	
              At
                ________, 2006

            


    

    


    
      	
              4. Expiration
                Date:

            	
              ________,
                2012 

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	______________	______________
	
              NAME

            	
              SIGNATURE 

            


    

     

    
      
        
        

      

      
        14