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                                                                    Exhibit 10.2
                                                                    ------------
                                   RTS LTD.
                     1997 STOCK OPTION AND INCENTIVE PLAN

1.  NAME

    This plan, as amended from time to time, shall be known as the RTS Ltd.
    1997 Stock Option And Incentive Plan.

2.  PURPOSE OF 1997 PLAN

    The purpose of the RTS Ltd. 1997 Stock Option and Incentive Plan (the "1997
    Plan") is to afford an incentive to officers, directors, employees and
    consultants of RTS Ltd. (the "Company"), or any subsidiary of the Company
    which now exists or hereafter is organized or acquired by the Company, to
    acquire a proprietary interest in the Company, to continue as employees,
    directors and consultants, to increase their efforts on behalf of the
    Company and to promote the success of the Company's business. It is further
    intended that among other options granted some of the options granted by the
    Committee pursuant to the 1997 Plan shall constitute "incentive stock
    options" ("Incentive Stock Options" or "ISO") within the meaning of Section
    422 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), some
    of the options granted by the Committee pursuant to the 1997 Plan shall
    constitute "nonqualified stock options" ("Nonqualified Stock Option's") and
    some of the options granted by the Committee shall be 102 Stock Options
    ("102 Stock Options") pursuant to the provisions of Section 102 of the
    Israeli Income Tax Ordinance (New Version) 1961 and any regulations, rules,
    orders or procedures promulgated thereunder (together: the "Options"). The
    Committee may also grant restricted shares ("Restricted Stock") under the
    1997 Plan (Restricted Stock together with the Options shall be referred to
    as: "Options/Shares").

3.  ADMINISTRATION OF 1997 PLAN

    The Board of Directors (the "Board") or a Stock Option Committee
    (the "Committee") appointed and maintained by the Board shall have the power
    to administer the 1997 Plan. The Committee shall consist of at least three
    members who shall serve at the pleasure of the Board, and any member of such
    Committee shall be eligible to receive Options/Shares under the 1997 Plan
    while serving on the Committee, unless otherwise specified herein. The Board
    or the Committee shall have full power and authority: (i) to designate
    participants; (ii) to designate Options/Shares or any portion thereof as
    incentive Stock Options, as Nonqualified Stock Options, as Restricted Stock,
    as 102 Stock Options, or otherwise; (iii) to determine the terms and
    provisions of respective Option/Shares agreements (which need not be
    identical) including, but not limited to, the number of Options/Shares in
    the Company to be granted, provisions concerning the time or times
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    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; (iv) to accelerate the right of an optionee
    to exercise, in whole or in part, any previously granted Option; (v) to
    interpret the provisions and supervise the administration of the 1997 Plan;
    and (vi) to determine any other matter which is necessary or desirable for,
    or incidental to administration of the 1997 Plan.

    The Board or 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 purchase
    price lower than provided in the Option so surrendered and canceled and
    containing such other terms and conditions as the Board or the Committee may
    prescribe in accordance with the provisions of the 1997 Plan.

    All decisions and selections made by the Board or the Committee pursuant to
    the provisions of the 1997 Plan shall be made by a majority of its members
    except that no member of the Board or Committee shall vote on, or be counted
    for quorum purposes, with respect to any proposed action of the Board or
    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.

    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 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 1997 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 directors or otherwise under the
    articles of association of the Company, any agreement, any vote of
    stockholders or disinterested directors, or otherwise.

4.  DESIGNATION OF PARTICIPANTS

    The persons eligible for participation in the 1997 Plan as recipients of
    Options/Shares shall include any employees or former employees of the
    Company or of any subsidiary of the Company. Except for Incentive Stock
    Options Directors of the Company or of any subsidiary of the Company who are
    not employees of the Company or its subsidiaries, and additionally
    consultants or contractors of the Company or its subsidiaries, shall also be
    eligible for participation in the 1997 Plan as recipients of Options.
    A person who has been granted an Option/Share hereunder may be granted
    additional Options/Shares, if the Board or the Committee shall so determine.
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5.  TRUSTEE

    The 102 Stock Options which shall be granted to employees of the Company
    (or if required by law) shall be issued to a trustee nominated by the Board
    or the Committee (in accordance with the provisions of Section 102)
    (the "Trustee") and held for the benefit of the optionees for a period of
    not less than two years (24 months) from the date of grant. The Trustee may
    also hold in trust any shares issued upon exercise of such 102 Stock Options
    pursuant to the provisions of Section 102.

    The Trustee shall not use the voting rights vested in any such shares held
    by the Trustee and shall not exercise said right in any way whatsoever,
    except in cases when, at his discretion and after consulting with the
    Committee, the Trustee believes that the said rights should be exercised for
    the protection of the optionees as a minority among the Company
    shareholders.

6.  SHARES RESERVED FOR 1997 PLAN

    Subject to adjustment as provided in Paragraph 8 hereof, a total of 500,000
    Ordinary Shares, NIS 0.1 par value per share, of the Company ("Shares")
    shall be subject to the 1997 Plan. The Shares subject to the 1997 Plan
    hereby are, reserved for sale for such purpose. Any of such Shares which may
    remain unsold and which are not subject to outstanding options at the
    termination of the 1997 Plan shall cease to be reserved for the purpose of
    the 1997 Plan, but until termination of the 1997 Plan the Company shall at
    all times reserve a sufficient number of shares to meet the requirements of
    the 1997 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 1997 Plan.

7.  OPTION/SHARES PRICE

    (a)  Except for Incentive Stock Options the purchase price of each Share
         subject to an Option or of each Restricted Stock or any portion thereof
         shall be determined by the Committee in its sole and absolute
         discretion in accordance with applicable law, subject to guidelines as
         shall be suggested by the Board from time to time (but not less than
         the par value).

    (b)  The Option price shall be payable upon the exercise of the Option in
         cash, by check, or other form satisfactory to the Board or the
         Committee.

    (c)  The proceeds received by the Company from the sale of Options/Shares
         subject to an Option/Share granted under the 1997 Plan will be added to
         the general funds of the Company and used for its corporate purposes.
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8.  ADJUSTMENTS

    Upon the occurrence of any of the following described events, a grantee's
    rights to purchase Options/Shares under the 1997 Plan shall be adjusted as
    hereinafter provided:

    (a)  If the Company is separated, reorganized, merged, consolidated or
         amalgamated with or into another corporation while unexercised/unvested
         Options/Shares remain outstanding under the 1997 Plan, there shall be
         substituted for the shares subject to the unexercised/unvested portions
         of such outstanding Options/Shares an appropriate number of shares of
         each class of shares or other securities of the separated, reorganized,
         merged, consolidated or amalgamated corporation 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.

    (b)  If the Company is liquidated or dissolved while unexercised/unvested
         Options/Shares remain outstanding under the 1997 Plan, then all such
         outstanding Options/Shares may be exercised/vested in full by the
         optionees/grantees as of the effective date of any such liquidation or
         dissolution of the Company without regard to the installment exercise
         provisions of Paragraph 9(b), by the optionees/grantees giving notice
         in writing to the Company of their intention to so exercise.

    (c)  If the outstanding shares of the Company shall at anytime be changed or
         exchanged by declaration of a stock dividend, stock split, combination
         or exchange of shares, recapitalization, extraordinary dividend payable
         in stock of a corporation other than the Company, 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 1997 Plan or
         subject to any Options theretofore granted, and the option prices,
         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 on outstanding stock. Upon the
         happening of any of the foregoing, the class and aggregate number of
         shares issuable pursuant to the 1997 Plan (as set forth in paragraph 6
         hereof), in respect of which Options/Shares have not yet been
         exercised/vested, shall be appropriately adjusted.

    (d)  Anything herein to the contrary notwithstanding, if prior to the
         completion of the initial public offering of shares of the Company, 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 he purchased under the
         1997 Plan in accordance with the instructions then issued by the Board.
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9.  TERM AND EXERCISE OF OPTIONS/SHARES

    (a)  Options shall be exercised by the optionee by giving written notice to
         the Company, which exercise shall be effective upon receipt of such
         notice by the Secretary of the Company at its principal office. The
         notice shall specify the number of Shares with respect to which the
         Option is being exercised.

    (b)  Each Option granted under this 1997 Plan shall be exercisable on the
         date and for the number of shares as shall be provided in the option
         agreement evidencing the Option and setting forth the terms thereof.
         However, (i) no Option shall be exercisable after the expiration of
         seven (7) years from the date of grant and (ii) no Incentive Stock
         Options may be granted to a person who at the time of the grant owns
         more than 10% of the voting stock of value of the Company.

    (c)  Options/Shares granted under the 1997 Plan shall not be transferable by
         optionees/grantees other than by will or the laws of descent and
         distribution, and during an optionee's lifetime shall be exercisable
         only by that optionee.

    (d)  Options granted to employees or directors may not be exercised after
         the termination of employment and/or service as a director unless
         (i) prior to the date of such termination, the Board or the Committee
         shall authorize, in the relevant option agreement or otherwise, an
         extension of the term of all or part of the option beyond the date of
         such termination for a period not to exceed the period during which the
         Option by its terms would otherwise have been exercisable,
         (ii) termination is without Cause (as determined by the Committee) or
         employee resigns, in which event any Options still in force and
         unexpired may be exercised within a period of 30 days from the date of
         such termination, but only with respect to the number of shares
         purchasable at the time of such termination, (iii) termination is the
         result of death or disability, in which event any Options still in
         force and unexpired may be exercised within a period of six (6) months
         from the date of termination, but only with respect to the number of
         shares purchasable at the time of such termination, or (iv) termination
         of employment is the result of retirement under any deferred
         compensation agreement or retirement plan of the Company or of any
         subsidiary of the Company or after age 60, while Options granted
         hereunder are still in force and unexpired, in which case the Board or
         Committee shall have the discretion to permit any unnatured
         installments of the Options to be accelerated as for the later of the
         date of retirement or a date one year following the date of grant, and
         the Options shall thereupon be exercisable in fall without regard to
         the installment exercise provisions of Paragraph 9(b).

    (e)  The holders of Options/Shares shall not be or have any of the rights or
         privileges of shareholders of the Company in respect of any shares
         unless and until, following exercise/vesting date but subject always to
         the provisions of Section 5 above, certificates representing such
         shares shall have been issued by the Company and delivered to such
         holders.
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    (f)  Any form of option agreement authorized by the 1997 Plan may contain
         such other provisions as the Board or the Committee may, from time to
         time, deem advisable. Without limiting the foregoing, the Board or the
         Committee may, with the consent of the optionee/grantee, 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 Board or the Committee in its
         sole discretion.

    (g)  Shares of Restricted Stock may not be sold, assigned, transferred,
         pledged, hypothecated or otherwise disposed of, except by will or the
         laws of descent and distribution, for such period as the Committee
         shall determine from the date on which the award is granted (the
         "Restricted Period"). The Committee may also impose such other
         restrictions and conditions on the shares as it deems appropriate
         including the satisfaction of performance criteria. Certificates for
         shares of stock issued pursuant to Restricted Stock awards shall bear
         an appropriate legend referring to such restrictions, and any attempt
         to dispose of any such shares of stock in contravention of such
         restrictions shall be null and void and without effect. During the
         Restricted Period, such certificates shall be held in escrow by an
         escrow agent appointed by the Committee. In determining the Restricted
         Period of an award, the Committee may provide that the foregoing
         restrictions shall lapse with respect to specified percentages of the
         awarded shares on successive anniversaries of the date of such award.

         Subject to such exceptions as may be determined by the Committee, if
         the Grantee's continuous employment with, or performance of, service
         for, the Company or any Parent or Subsidiary shall cease for any reason
         prior to the expiration of the Restricted Period of an award, any
         shares remaining subject to restrictions shall thereupon be forfeited
         by the grantee and transferred to a Subsidiary at no cost to the
         Company or such Parent or Subsidiary or shall be converted into a
         deferred stock.

10. INCENTIVE STOCK OPTIONS

    (a)  In case of ISO granted to employees, the aggregate Fair Market Value of
         Shares (determined as of the date of the grant of the ISO's) with
         respect to which ISO's are exercisable for the first time by any
         optionee during any calendar year shall not exceed the limitation
         provided under Section 422(d) of the Code.
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    (b)  The options issued as ISO's must be granted within 7 years of the date
         that the Plan is adopted or the date that the Plan is approved by the
         stockholders, whichever is earlier.

    (c)  Any option issued as an ISO must by its terms be exercisable only
         within 10 years of the date that it is granted.

    (d)  The option price for any ISO must not be less than the fair market
         value of the stock at the time that the option is granted. This
         requirement shall be deemed satisfied if there has been a good faith
         attempt to value the stock accurately for this purpose.

    (e)  The ISO by its terms must be non-transferable other than at death and
         must be exercisable during the employee's lifetime only by the
         employee.

11. PURCHASE OF INVESTMENT

    Unless Shares covered by the 1997 Plan have been listed for trade on any
    stock exchange (of any jurisdiction), or the Company has determined that
    such registration is unnecessary, each person exercising an Option under the
    1997 Plan may be required by the Company to give a representation in writing
    that he is acquiring such shares for his own account for investment and not
    with a view to, or for sale in connection with, the distribution of any part
    thereof.

12. TERM DATE OF 1997 PLAN

    The 1997 Plan shall be effective as of January 1, 1997 and shall terminate
    on December 31, 2006. All Options not exercised as of December 31, 2006
    shall expire.

13. AMENDMENTS OR TERMINATION

    The Board may, at any time and from time to time, amend, alter, or
    discontinue the 1997 Plan, except that no amendment or alteration shall be
    made which would impair the rights of the holder of any Options/Shares
    theretofore granted without his consent.

14. GOVERNMENT REGULATIONS

    The 1997 Plan, and the granting and exercise of Options/Shares hereunder,
    and the obligation of the Company to sell and deliver shares under such
    Options/Shares, 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.
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15. CONTINUANCE OF EMPLOYMENT

    Neither the 1997 Plan nor the option agreement with the optionee shall
    impose any obligation on the Company or a subsidiary thereof, to continue
    any optionee/grantee in its employ, and nothing in the 1997 Plan or in any
    Option/Share granted pursuant thereto shall confer upon any optionee any
    right to continue in the employ of the Company or a subsidiary thereof or
    restrict the right of the Company or a subsidiary thereof to terminate such
    employment at any time.

16. GOVERNING LAW

    This 1997 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.

17. TAX CONSEQUENCES

    Any tax consequences arising from the grant or exercise of any
    Options/Shares, from the payment for shares covered thereby or from any
    other event or act (of the Company or the optionee) hereunder (including
    without limitation any tax consequences if for any reason, or by any
    authority, legal or other, according to any law or regulation, local or
    foreign, the options or shares of any type or kind granted under this 1997
    Plan or any portion thereof, would not constitute or not qualify for any
    type or kind of tax consequences), shall be borne solely by the optionee.
    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/grantee.

18. NON-EXCLUSIVITY OF THE 1997 PLAN

    The adoption of the 1997 Plan by the Board shall not be construed as
    amending, modifying or rescinding any previously approved incentive
    arrangement 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 than under the
    1997 Plan, and such arrangements may be either applicable generally or only
    in specific cases.

19. MULTIPLE AGREEMENTS

    The terms of each Option/Share may differ from other Options/Shares granted
    under the 1997 Plan at the same time, or at any other time. The Committee
    may also grant more than one Option/Share to a given optionee/grantee during
    the term of the 1997 Plan, either in addition to, or in substitution for,
    one or more Options/Shares previously granted to that optionee/grantee.