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                                                                    Exhibit 10.4

             RADVIEW SOFTWARE LTD. KEY EMPLOYEE SHARE INCENTIVE PLAN
                                     (1996)

1.   NAME:

     This plan, as amended from time to time, shall be known as the "RADVIEW
     SOFTWARE LTD. Key Employee Share Incentive Plan (1996)" (the "Plan").

2.   PURPOSE:

     2.1. The purposes and intents of the Plan are as follows: (i) to provide
          incentives to employees of RADVIEW SOFTWARE LTD. (the "Company") and
          its subsidiaries (subject to approval by the Israeli Income Tax
          Authorities) by providing them with opportunities to purchase shares
          in the Company, pursuant to a plan approved by the Board of Directors
          of the Company which is designed to benefit from, and is made pursuant
          to, the provisions of Section 102 of the Israeli Income Tax Ordinance
          [New Version], 1961 (hereinafter - the "Ordinance") and the rules,
          promulgated thereunder; and (ii) to provide incentives to directors
          and consultants of the Company and its subsidiaries, by providing them
          with opportunities to purchase shares in the Company, in order to
          provide them incentives to assist in the promotion of the business of
          the Company.

     2.2. Reserved.

     2.3. All provisions of this Plan shall apply, MUTATIS MUTANDIS, to grants
          of options to directors and consultants of the Company or its
          subsidiaries. For the avoidance of doubt, unless otherwise resolved by
          by the Committee (as defined below) or the Board of Directors, options
          issued hereunder to non-employee directors or consultants shall not be
          subject to Section 5 hereof.

3.   ADMINISTRATION:
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     3.1. The Plan will be administered by the Compensation Committee (the
          "Committee"), which will consist of such number of Directors of the
          Company (not less than two (2) in number), as may be fixed from time
          to time by the Board of Directors of the Company. The Board of
          Directors shall appoint the members of the Committee and may from time
          to time remove members from, or add members to, the Committee and
          shall fill vacancies in the Committee however caused.

     3.2. The Committee shall select one of its members as its Chairman and
          shall hold its meetings at such times and places as it shall
          determine. Actions at a meeting of the Committee at which all of its
          members are present, or acts reduced to or approved in writing by all
          members of the Committee, shall be the valid acts of the Committee.
          The Committee may appoint a Secretary, who shall keep records of its
          meetings and shall make such rules and regulations for the conduct of
          its business as it shall deem advisable.

     3.3. Subject to the general terms and conditions of this Plan, the
          Committee shall have full authority to recommend to the Board of
          Directors, in its discretion, from time to time and at any time (i)
          the persons ("Grantees") to whom "Option Awards" (as hereinafter
          defined) shall be granted, (ii) the number of shares to be covered by
          each Option Award, (iii) the time or times at which the same shall be
          granted, (iv) the price, schedule and conditions on which such Option
          Awards may be exercised and on which such shares shall be paid for,
          and/or (v) any other matter which is necessary or desirable for, or
          incidental to, the administration of the Plan. The Board of Directors
          shall have the exclusive authority to grant options under this Plan.

     3.4. The Committee may from time to time adopt such rules and regulations
          for carrying out the plan as it may deem best. No member of the Board
          of Directors or of the Committee shall be liable for any action or
          determination made in good faith with respect to the Plan or any
          Option Award granted thereunder.

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

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     3.6. Any authority delegated herein to the Committee, may be exercised by
          the Board of Directors. Resolution of the Board of Directors in
          matters delegated to the Committee shall supercede any conflicting
          resolution by the Committee.

4.   ELIGIBLE GRANTEES:

     4.1. Reserved.

     4.2. Option Awards may be granted to any officer, director, consultant, key
          employee or other employee of the Company and its subsidiaries ,
          against waiver by such grantee of a certain amount of his salary or
          against the payment of certain amount to the Company, as the case may
          be. The grant of an Option Award to a Grantee hereunder shall neither
          entitle such Grantee to participate, nor disqualify him from
          participating, in any other grant of options pursuant to this Plan or
          any other share incentive or stock option plan of the Company.

5.   TRUSTEE:

     The Option Awards and/or shares in the Company which will be issued upon
     the exercise of the Option Awards will be held in trust and registered
     under the name of a trustee (the "Trustee") who will hold the same pursuant
     to the Company's instructions from time to time. Except as provided for in
     Section 10.7 hereinbelow, and except when the grant is made to non-employee
     director, or consultant of the Company and the Board of Directors has not
     resolved otherwise, in no event will the Trustee release the shares before
     the later of (i) the initial public offering ("IPO") of the shares of the
     Company or (ii) the lapse of twenty-four (24) months as of the registration
     of options in the name of the Trustee on behalf of the Grantee..,

6.   RESERVED SHARES:

     The Company by Board of Directors resolution shall reserved from time to
     time certain amounts of authorized but unissued Ordinary Shares (nominal
     value NIS 0.01 per share) for purposes of the Plan, subject to adjustment
     as provided in Section 11 hereof. All shares under the Plan, in respect of
     which the right hereunder of a Grantee to purchase the same shall, for any
     reason, terminate,

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     expire or otherwise cease to exist, shall again be available for grant
     through the Option Awards under the Plan.

7.   OPTION AWARDS:

     7.1. The Committee, subject to the approval of the Board of Directors, may
          award to Grantees options to purchase shares in the Company available
          under the Plan ("Option Awards"). The date of grant of each Option
          Award shall be the date specified by the Committee at the time such
          award is made.

     7.2. The instrument granting an Option Award shall state, INTER ALIA, the
          number of shares covered thereby, the dates when it may be exercised,
          the option price, the schedule on which such shares may be paid for
          and such other terms and conditions as the Committee at its discretion
          may prescribe, provided that they are consistent with this Plan.

8.   OPTION PRICE:

     The price per share covered by each Option Award shall be as determined by
     the Committee, subject to the approval of the Board of Directors, on the
     date of grant, provided that such price per share for any Option Award
     shall not be less than the par value of the share.

9.   EXERCISE OF OPTION AWARD:

     9.1. Option Awards shall be exercisable pursuant to the terms under which
          they were awarded and subject to the terms and conditions of this
          Plan.

     9.2. An Option Award, or any part thereof, shall be exercisable by the
          Grantee's signing and returning to the Company at its principal
          office, with a copy to the Trustee, a "Notice of Exercise" which will
          also constitute a Share Incentive Agreement (the "Agreement") in such
          form and substance as may be prescribed by the Committee from time to
          time.

     9.3. Anything herein to the contrary notwithstanding, but without
          derogating from the provisions of Sections 5 and 10 hereof, if any
          Option Award or any part thereof, has not been exercised and the
          shares covered thereby not paid for within sixty-two (62) months after
          the date of grant (or any

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          other period set forth in the instrument granting such Option Award
          pursuant to Section 7), such Option Award, or such part thereof, and
          the right to acquire such shares, shall terminate, all interests and
          rights of the Grantee in and to the same shall ipso facto expire, and,
          in the event that in connection with such unexercised options any
          shares are held in trust as aforesaid, such trust shall ipso facto
          expire and the trustee shall thereafter hold such shares in an
          unallocated pool until instructed by the Company that some or all of
          such shares are again to be held in trust for one or more Grantees.

     9.4. Each payment for shares under an Option Award shall be in respect of a
          whole number of shares, shall be effected in cash or by a cashier's or
          certified check payable to the order of the Company, or such other
          method of payment acceptable to the Company, and shall be accompanied
          by a notice stating the number of shares being paid for thereby.

     9.5. In the event that the Company will distribute cash dividends or any
          other cash payments to shareholders, then the dividends (or cash
          payments) relating to the shares already exercised will be transferred
          to the Trustee, who will transfer dividends (or cash payments) to
          Grantees who exercised the Option Awards to the extent exercised.

          Each Grantee will be fully liable as a shareowner in the Company to
          the extent of the number and percentage of shares held on his behalf
          by the Trustee as a result of the exercise of any Option Award up to
          the nominal value of his shares.

10.  TERMINATION OF RELATIONSHIP :

    10.1. Subject to the provisions of Sections 10.4 and 10.5 hereof, if a
          Grantee should, for any reason, cease to be employed by the Company,
          or a non-employee director, or a consultant, of the Company, as the
          case may be,, then all of his rights, if any, in respect of (a) all
          Option Awards theretofore granted to him under the Plan and not
          exercised (to the extent that they are exercisable at the time of
          termination of relationship) within two (2) weeks after such cessation
          of relationship, and (b) all shares

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          which may be purchased by him under the Plan and which are not fully
          paid for within two (2) weeks after such cessation of relationship,
          shall ipso facto terminate.

    10.2. In the event of such resignation or termination of Employment or
          relationship of a Grantee from the employ or service of the Company,
          his employment or service shall, for the purposes of this Section 10
          be deemed to have ceased upon the delivery to the Company or its
          subsidiary, as the case may be, of notice of resignation or
          termination of service, or upon the delivery to the employee, the
          director or the consultant of notice of termination of employment or
          service, as the case may be, irrespective of the effective date of
          such resignation or termination of employment or service.

    10.3. For the purposes of this Section 10, the following definitions will
          apply:

        10.3.1 "Purchaser" - the Company (if and as permitted to by law)
               and/or any other person or entity designated for this purpose by
               the Company.

        10.3.2 "Back Purchase Period" - 90 days commencing on the last date
               the Grantee is entitled to exercise all options to the shares (to
               the extent they are exercisable at such time).

        10.3.3 "Back Purchase" - the purchase of shares by the Purchaser
               during the Back Purchase Period.

    10.4. In the event of termination of employment by the Company under
          circumstances where a court of law determined that said circumstances
          do not entitle the employee to severance pay ("Pitzuei Piturin") under
          the law (hereinafter "Termination for Cause"), then said Grantee shall
          not be entitled to exercise any Option Awards subsequent to the time
          of delivery of the notice of discharge. In addition, the Purchaser
          will be entitled to Back Purchase with no time limit any or all of the
          shares resulting from the exercise of any Option Awards exercised
          prior to the date of Back Purchase. The price paid for each share will
          be as the Purchaser determines, but not less than the par value of the
          share.

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    10.5. In the event the employment is terminated either by the Company or
          the Grantee for any reason other than Termination for Cause or for no
          reason at all before the lapse of ten (10) years as of the date of the
          grant, then the Purchaser will be entitled to Back Purchase within the
          Back Purchase Period any or all of the shares held in trust by the
          Trustee on behalf of the Grantee at that time. The purchase price per
          share will be the higher of:

        10.5.1 the Company value to the last outside investors; or

        10.5.2 the relative portion of the profits according to the
               Consolidated Profit and Loss Report relating to the fiscal year
               preceding the date of purchase of shares according to this
               section, after deducting all taxes applicable to the Company and
               its subsidiaries, including future taxes which may apply to a
               distribution of profits and/or dividends from a subsidiary to the
               Company, at the pro-rata ratio of the transferred shares to the
               total issued share capital of the Company at the time of
               transfer, multiplied by 4.

        10.5.3 Any consideration will be reduced by any amounts unpaid on the
               par value and/or premium on the shares, including linkage
               differences accrued as of the date of initial registration of the
               shares.

        10.5.4 Notwithstanding anything contained herein to the contrary, in
               the event that the Board of Directors of the Company resolves to
               sell all or a substantial part of the Company's assets
               (hereinafter the "Sale") and such Sale involves a termination of
               employment of the Grantee, then the Back Purchase Price will be
               determined by the Board of Directors of the Company, taking into
               consideration the terms of Sale.

    10.6. In the event that Purchaser did not Back Purchase all the shares
          within the Back Purchase Period, then the shares will continue to be
          held by the Trustee on behalf of the Grantee until the sale of such
          shares by the Grantee at the later of (i) the initial public offering
          ("IPO") of the shares of the Company or (ii) the lapse of twenty-four
          (24) months as of the registration of options in the name of the
          Trustee on behalf of the Grantee.
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          Any shares Back Purchased under subsections 10.4 and/or 10.5 will be
          released from the Trust upon the Back Purchase, subject to the
          provisions of Section 102 of the Ordinance.

     10.7. DEATH, DISABILITY, RETIREMENT:

        Anything herein to the contrary notwithstanding:

        10.7.1 If a Grantee shall die while in the employ or service of the
               Company, his estate, to the extent that it has acquired by will
               or by operation of law the rights of the deceased Grantee under
               the Plan, shall be entitled for a period of three (3) months
               following the date of death of such Grantee, to exercise such
               rights of such Grantee not theretofore exercised, to the same
               extent (but only to the extent), and on the same terms, as the
               deceased Grantee could have done during or at the end of such
               three-month period had he survived and had he continued his
               employ with the Company.

        10.7.2 If a Grantee is unable to continue to be employed by the
               Company or to provide services to the Company, by reason of his
               becoming incapacitated while in the employ or service of the
               Company as a result of an accident or illness or other cause
               which is approved by the Committee, such Grantee shall continue
               to enjoy rights under the Plan on such terms and conditions as
               the Committee in its discretion may determine.

        10.7.3 If an employee Grantee should retire, he shall continue to
               enjoy such rights, if any, under the Plan and on such terms and
               conditions as the Committee in its discretion may determine. This
               subsection 10.7.3 will have priority over Section 10.5.

        10.7.4 In no event will any shares be released by the Trustee under
               this Section 10.7 from the Trust prior to the IPO.

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         10.8. The Company and any employee Grantee acknowledge that, in case
               of cessation of employment within the period of 24 months from
               the date of the grant of an Option Award, the benefits provided
               in Section 102 of the Ordinance may not be available to the
               Grantee, and the Company may be required to withhold tax on the
               date of the issuing of shares according to the Option Awards, and
               be subject to any other obligations under law regarding the
               granting of such Option Awards.

11.  ADJUSTMENTS:

     Upon the happening of any of the following described events, a Grantee's
     rights to purchase shares under the Plan shall be adjusted as hereinafter
     provided:

    11.1. In the event the Ordinary Shares of the Company shall be subdivided
          or combined into a greater or smaller number of shares or if, upon a
          merger, consolidation, reorganization, recapitalization or the like,
          the Ordinary Shares of the Company shall be exchanged for other
          securities of the Company or of another corporation, then, upon the
          exercise of an Option Award, each Grantee shall be entitled, subject
          to the conditions herein stated, to purchase such number of Ordinary
          Shares or amount of other securities of the Company or such other
          corporation as were exchangeable for the number of Ordinary Shares of
          the Company which such Grantee would have been entitled to purchase
          except for such action, and appropriate adjustments shall be made in
          the purchase price per share to reflect such subdivision, combination,
          or exchange.

    11.2. In the event that the Company shall issue any of its Ordinary Shares
          or other securities as bonus shares (stock dividend) upon or with
          respect to any shares which shall at the time be subject to a right of
          purchase by a Grantee hereunder, each Grantee, upon exercising such
          right, shall be entitled to receive (for the purchase price payable
          upon such exercise), the shares as to which he is exercising his said
          right and, in addition thereto (at no additional cost), such number
          of shares of the class or classes in which such bonus shares (stock
          dividend) were declared, and such amount of cash in lieu of fractional
          shares, as is equal to the amount of shares and the amount of cash in
          lieu of fractional shares which he would have received had he been the
          holder of the shares as to which he

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          is exercising his said right at all times between the date of the
          granting of such right and the date of its exercise.

    11.3. Upon the happening of any of the foregoing events, the class and
          aggregate number of Ordinary Shares issuable pursuant to the Plan, in
          respect of which Option Awards have not yet been granted, shall also
          be appropriately adjusted to reflect the events specified in Sections
          11.1 and 11.2 above.

    11.4. The Committee shall determine the specific adjustments to be made
          under this Section 11, and its determination shall be conclusive.

12.  ASSIGNABILITY AND SALE OF SHARES:

    12.1. Except as provided for in Section 10.8 hereinabove, no Option Award
          and no shares purchasable hereunder, whether fully paid or not, shall
          be assignable, transferable or given as collateral or any right to
          them given to any third party whatsoever, and during the lifetime of
          the Grantee each and all of his rights to purchase shares hereunder
          shall be exercisable only by him.

    12.2. The Grantee will not be allowed to sell any shares purchased pursuant
          to the exercise of Option Awards granted hereunder before the later
          of: (a) the second anniversary of the date of grant of the Option
          Awards or (b) the IPO. Notwithstanding the foregoing, unless otherwise
          provided by the Board of Directors, this provision of Section 12.2(a)
          shall not apply to non-employee directors and/or consultants.

13.  TERM AND AMENDMENT OF THE PLAN:

    13.1. The Plan was adopted by the Board of Directors of the Companyand
          shall expire when the Board so resolves (except as to Option Awards
          outstanding on that date).

    13.2. Subject to applicable laws, the Board of Directors may, at any time
          and from time to time, terminate or amend the Plan in any respect. In
          no event will any action of the Company alter or impair the rights of
          a

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          Grantee, without his consent, under any Option Award previously
          granted to him.

14.  CONTINUANCE OF EMPLOYMENT:

     Neither the Plan nor the Agreement shall impose any obligation on the
     Company to continue to keep any Grantee in its employ or service, and
     nothing in the Plan or in any Option Award granted pursuant thereto shall
     confer upon any Grantee any right to continue in the employ of the Company,
     or restrict the right of the Company to terminate such employment at any
     time.

15.  GOVERNING LAW:

     The Plan and all instruments issued thereunder or in connection therewith
     shall be governed by, and interpreted in accordance with, the laws of the
     State of Israel.

16.  APPLICATION OF FUNDS:

     The proceeds received by the Company from the sale of shares pursuant to
     Option Awards granted under the Plan will be used for general corporate
     purposes of the Company or any subsidiary thereof.

17.  TAX CONSEQUENCES:

     Any tax consequences arising from the grant or exercise of any Option
     Award, from the payment for shares covered thereby or from any other event
     or act (of the Company or the Grantee) hereunder, shall be borne solely by
     the Grantee. Furthermore, the Grantee 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 Grantee.