EXHIBIT
      A

    


    


    


    VALOR
      COMPUTERIZED SYSTEMS LTD.

    


    


    


    


    THE
      2000 

    SHARE
      OPTION PLAN

    



    
      
        
        

      

      
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              1.

            	
              NAME

            


    

    


    This
      Plan, as amended from time to time, shall be known as the VALOR COMPUTERIZED
      SYSTEMS Ltd.
      2000
      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”) or a
      Subsidiary of the Company which now exists or hereafter is organized or acquired
      by the Company, persons of training, experience, and ability, to attract new
      employees directors or consultants, 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”.

    


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

    


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

    


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

    


    
      	
              3.

            	
              ADMINISTRATION
                OF THE OPTION PLAN

            


    

    


    
      
        
        

      

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

    


    The
      Committee shall consist of such number of members (not less than two (2) in
      number) as may be fixed by the Board. The Committee shall select one of its
      members as its chairman (“the Chairman”) and shall hold its
      meetings at such times and places as the Chairman shall determine. The Committee
      shall keep records of its meetings and shall make such rules and regulations
      for
      the conduct of its business as it shall deem advisable.

    


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

    


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

    


    
      	 	
              3.1

            	
              Designate
                The participants. 

            


    

    


    
      	 	
              3.2

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

            


    

    


    
      	 	
              3.3

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

            


    

    


    The
      Committee shall have full power and authority to:

    


    
      	 	
              3.4

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

            


    

    


    
      	 	
              3.5

            	
              Determine
                the Fair Market Value (as defined below) of the Shares (as defined
                below).

            


    

    


    
      	 	
              3.6

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

            


    

    


    
      	 	
              3.7

            	
              Designate
                Options as 102 Options or 3(i)
                Options.

            


    

    


    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
      Board
      Committee shall have the authority to grant, in its discretion, to the holder
      of
      an outstanding Option, in exchange for the surrender and cancellation of such
      Option, a new Option having a purchase price equal to, lower than or higher
      than
      the Purchase Price provided in the Option so surrendered and canceled, and
      containing such other terms and conditions as the Committee or the Board may
      prescribe in accordance with  

    
      
        
        

      

      
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    the
      provisions of the Option Plan.

     

    All
      decisions and selections made by the Board or the Committee pursuant to the
      provisions of the Option Plan shall be made by a majority of its members except
      that no member of the Board or the Committee shall vote on, or be counted for
      quorum purposes, with respect to any proposed action of the Board or the
      Committee relating to any Option to be granted to that member. Any decision
      reduced to writing and signed by a majority of the members who are authorized
      to
      make such decision shall be fully effective as if it had been made by a majority
      at a meeting duly held.

    


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

    


    Subject
      to the Company decision, each member of the Board or the Committee shall be
      indemnified and held harmless by the Company against any cost or expense
      (including counsel fees) reasonably incurred by him, or any liability (including
      any sum paid in settlement of a claim with the approval of the Company) arising
      out of any act or omission to act in connection with the Option Plan unless
      arising out of such member's own fraud or bad faith, to the extent permitted
      by
      applicable law. Such indemnification shall be in addition to any rights of
      indemnification the member may have as a director or otherwise under the
      Company's Articles of Association, any agreement, any vote of shareholders
      or
      disinterested directors, insurance policy or otherwise.

    


    “Fair
      Market Value”
      shall
      mean in the Plan, as of any date, the value of a Share determined as
      follows:

    


    
      	 	
              (i)

            	
              If
                the Shares are listed on any established stock exchange or a national
                market system, including without limitation the NASDAQ National Market
                system, or The NASDAQ SmallCap Market of the NASDAQ Stock Market
                , the
                Fair Market value shall be the closing sales price for such Shares
                (or the
                closing bid, if no sales were reported), as quoted on such exchange
                or
                system for the last market trading day prior to time of determination,
                as
                reported in the Wall Street Journal, or such other source as the
                Administrator deems reliable.

            


    

    


    
      	 	
              (ii)

            	
              If
                the Shares are regularly quoted by a recognized securities dealer
                but
                selling prices are not reported, the Fair Market Value shall be the
                mean
                between the high bid and low asked prices for the Shares on the last
                market trading day prior to the day of determination,
                or;

            


    

    


    
      	 	
              (iii)
                

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

            


    

    


    
      	
              4.

            	
              DESIGNATION
                OF PARTICIPANTS

            


    

    


    The
      persons eligible for participation in the Option Plan as recipients of Options
      shall include any employees, directors and consultants of the Company or of
      any
      Subsidiary of the Company now exists or hereafter is organized or acquired
      by
      the Company. The grant of an Option hereunder shall neither entitle the
      recipient thereof to participate nor 

    
      
        
        

      

      
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    disqualify
      him from participating in, any other grant
      of Options pursuant to this Option Plan or any other option or stock plan of
      the
      Company or any of its affiliates.

     

    Notwithstanding
      anything in the Option Plan to the contrary, all grants of Options to directors
      and office holders (“Nosei Misra” - as such term is defined in the Companies
      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.

    


    
      	
              5.

            	
              TRUSTEE

            


    

    


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

    


    Notwithstanding
      anything to the contrary, the Trustee shall not release any 102 Options which
      were not already exercised into Shares by the Optionee or release any Shares
      issued upon exercise of Options prior to the full payment of the Optionee’s tax
      liabilities arising from Options which were granted to him and/or any Shares
      issued upon exercise of such Options.

    


    Upon
      receipt of the 102 Option, the Optionee will sign an undertaking to irrevocably
      exempt the Trustee from any liability in respect of any action or decision
      duly
      taken and bona
      fide executed
      in relation with the Option Plan, or any Option or Share granted to him
      thereunder. 

    


    
      	
              6.

            	
              SHARES
                RESERVED FOR THE OPTION PLAN; RESTRICTION
                THEREON

            


    

    


    
      	 	
              6.1

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

            


    

    


    
      	 	
              6.2

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

            


    

     

    
      
        
        

      

      
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              6.3

            	
              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).

            


    

    


    
      	 	
              6.4

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

            


    

    


    
      	
              7.

            	
              OPTION
                PRICE

            


    

    


    
      	 	
              7.1

            	
              The
                Option Price of each Share subject to an Option or any portion thereof
                shall be determined by the Committee in its sole and absolute discretion
                in accordance with applicable law, subject to any guidelines as may
                be
                determined by the Board from time to
                time.

            


    

    


    An
      Optionee who granted 102 Option shall waive 1.00 NIS of his salary payment,
      to
      the extent
      required by Section 102 of the Ordinance. 

    


    
      	 	
              7.2

            	
              The
                Option 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, including without limitation, by
                cash or
                check. The Committee shall have the authority to postpone the date
                of
                payment on such terms as it may
                determine.

            


    

    


    
      	
              8.

            	
              ADJUSTMENTS

            


    

    


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

    


    
      	 	
              8.1

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

            


    

    


    
      	 	
              8.2

            	
              Notwithstanding
                the above and subject to any applicable law, the Board or the Committee
                shall have full power and authority to determine that in certain
                Option
                Agreements there shall be a clause instructing that if in any such
                transaction as described in section 8.1 above, the successor corporation
                does not agree to assume the Options, the Vesting Periodss shall
                be
                accelerated .

            


    

     

    
      
        
        

      

      
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              8.3

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

            


    

    


    
      	 	
              8.4

            	
              If
                the outstanding shares of the Company shall at anytime be changed
                or
                exchanged by declaration of a stock dividend (bonus shares), stock
                split,
                combination or exchange of shares, recapitalization, or any other
                like
                event by or of the Company, and as often as the same shall occur,
                then the
                number, class and kind of Shares subject to this Option Plan or subject
                to
                any Options therefore granted, and the option price, shall be
                appropriately and equitably adjusted so as to maintain the proportionate
                number of shares without changing the aggregate Option Price, provided,
                however, that no adjustment shall be made by reason of the distribution
                of
                subscription rights (rights offering) on outstanding stock. Upon
                happening
                of any of the foregoing, the class and aggregate number of Shares
                issuable
                pursuant to the Option Plan (as set forth in paragraph 6 hereof),
                in
                respect of which Options have not yet been exercised, shall be
                appropriately adjusted, all as will be determined by the Board whose
                determination shall be final.

            


    

    


    
      	 	
              8.5

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

            


    

    


    
      	
              9.

            	
              TERM
                AND EXERCISE OF OPTIONS

            


    

    


    
      	 	
              9.1

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

            


    

    


    
      	 	
              9.2

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

            


    

    


    
      	 	
              9.3

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

            


    

    


    
      	 	
              9.4

            	
              The
                Options may be exercised by the Optionee in whole at any time or
                in part
                from time to time, to the extent that the Options become prior to
                the
                Expiration Date, and provided that, subject to the provisions of
                section
                9.6 below, the Optionee is an 

            


    

     

    
      
        
        

      

      
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    employee
      or service provider of the Company or a
      Subsidiary or a Parent of the Company or a successor company or a subsidiary
      or
      a parent company of the successor company issuing or assuming the Options in
      a
      transaction described in section 7.1 of the Option Agreement, at all times
      during the period beginning with the granting of the Option and ending upon
      the
      date of exercise.

     

    
      	 	
              9.5

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

            


    

    


    
      	 	
              9.6

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

            


    

    


    
      	 	
              9.6.1

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

            


    

    


    
      	 	
              9.6.2

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

            


    

    


    
      	 	
              9.6.3

            	
              Prior
                to the date of such termination, the Committee shall authorize an
                extension of the terms of all or part of the Options beyond the date
                of
                such termination for a period not to exceed the period during which
                the
                Options by their terms would otherwise have been
                exercisable.

            


    

    


    The
      term
“Cause”
shall
      mean for the purposes of the Plan: (i) conviction of any felony involving moral
      turpitude or affecting the Company; (ii) any refusal to carry out a reasonable
      directive of the CEO which involves the business of the Company or its
      affiliates and was capable of being lawfully performed; (iii) embezzlement
      of
      funds of the Company or its affiliates; (iv) any breach of the Optionee’s
      fiduciary duties or duties of care of the Company; including without limitation
      disclosure of confidential information of the Company; and (v) any conduct
      (other than conduct in good faith) reasonably determined by the Board of
      Directors to be materially detrimental to the Company. 

    


    
      	 	
              9.7

            	
              To
                avoid doubt, the holders of Options shall not have any of the rights
                or
                privileges of shareholders of the Company in respect of any Shares
                purchasable upon the exercise of any part of an Option, nor shall
                they be
                deemed to be a class of 

            


    

     

    
      
        
        

      

      
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    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, until registration of the Optionee as holder of
      such
      Shares in the Company’s register of members upon exercise of the Option in
      accordance with the provisions of this Plan.

     

    
      	 	
              9.8

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

            


    

    


    
      	
              10.

            	
              SHARES
                SUBJECT TO RIGHT OF FIRST
                REFUSAL

            


    

    


    
      	 	
              10.1    

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

            


    

    


    
      	 	
              10.2    

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

            


    

    


    The
      Notice shall specify the name of each proposed purchaser or other
      transferee
      (the
      “Proposed
      Transferee”),
      the
      number of Shares offered for sale, the price per Share and the payment terms.
      The Repurchaser(s) will be entitled for 30 days from the day of receipt of
      the
      Notice (the “30
      Days Period”),
      to
      purchase all or part of the offered Shares. If by the end of the 30 Days Period
      not all of the offered Shares have been purchased by the Repurchaser( s), the
      Optionee will be entitled to sell such Shares at any time during the 90 days
      following the end of the 30 Days Period on terms not more favorable than those
      set out in the Notice, provided that the Proposed 

    
      
        
        

      

      
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    Transferee
      agrees in writing that the provisions of
      this section shall continue to apply to the offered Shares by giving a written
      notice with repard to the above.

     

    
      	
              11.

            	
              DIVIDENDS

            


    

    


    With
      respect to all Shares (in contrary to unexercised Options) issued upon the
      exercise of Options purchased by the Optionee, 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.

    


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

    


    
      	
              13.

            	
              TERM
                OF THE OPTION PLAN

            


    

    


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

    


    
      	
              14.

            	
              AMENDMENTS
                OR TERMINATION

            


    

    


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

    


    
      	
              15.

            	
              GOVERNMENT
                REGULATIONS

            


    

    


    The
      Option Plan, and the granting and exercise of Options hereunder, and the
      obligation of the Company to sell and deliver Shares under such Options, shall
      be subject to all applicable laws, rules, and regulations, whether of the State
      of Israel or of the United States or any other State having jurisdiction over
      the Company and the Optionee, including the registration of the Shares under
      the
      United States Securities Act of 1933, and to such approvals by any governmental
      agencies or national securities exchanges as may be required.

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    
      	
              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

            


    

    


    Any
      tax
      consequences arising from the grant or exercise of any Option, from the payment
      for Shares covered thereby or from any other event or act (of the Company,
      the
      Trustee or the Optionee), hereunder, shall be borne solely by the Optionee.
      The
      Company and/or the Trustee shall withhold taxes according to the requirements
      under the applicable laws, rules, and regulations, including withholding taxes
      at source. Furthermore, the Optionee shall agree to indemnify the Company and
      the Trustee and hold them harmless against and from any and all liability for
      any such tax or interest or penalty thereon, including without limitation,
      liabilities relating to the necessity to withhold, or to have withheld, any
      such
      tax from any payment made to the Optionee.

    


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

    


    
      	
              19.

            	
              NON-EXCLUSIVITY
                OF THE OPTION PLAN

            


    

    


    The
      adoption of the Option Plan by the Board shall not be construed as amending,
      modifying or rescinding any previously approved incentive arrangements or as
      creating any limitations on the power of the Board to adopt such other incentive
      arrangements as it may deem desirable, including, without limitation, the
      granting of stock Options otherwise then under the Option Plan, and such
      arrangements may be either applicable generally or only in specific cases.
      For
      the avoidance of doubt, prior grant of options to 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



    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    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.

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    EXHIBIT
      B

     

    Terms
      of the Options


     

    


    
      	
              Name
                of the Optionee:

            	
              ____________

            
	
              Date
                of Grant: 

            	
              ____________

            
	
              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
                1 January 2002

            
	
              75%

            	
              At
                1 January 2003

            
	
              100%

            	
              At
                1 January 2004

            


    

    


    


    
      	
              4. Expiration
                Date:

            	
              At
                1 January 2006

            


    

    


    
      	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
              _______________________

            	 	
              ________________________

            
	
              NAME

            	 	
              SIGNATURE 

            


    

    



    
      
        
        

      

      
        13