EXHIBIT 4.3

2004 ISRAELI SHARE OPTION PLAN

Retalix Ltd.2004 Israeli Share Option Plan

A.  NAME AND PURPOSE

1.          Name:  This plan, as amended from time to time,
shall be known as the Retalix Ltd. 2004 Israeli Share Option Plan (the Plan).

2.          Purpose:
The purpose and intent of the Plan is to provide incentives to employees,
directors, consultants and contractors of Retalix Ltd., a company incorporated
under the laws of the State of Israel (the Company), or any subsidiary or
affiliate thereof (where applicable in this Plan, the term Company shall
include any subsidiary or affiliate of the Company), by providing them with
opportunities to purchase Ordinary Shares, nominal value of 1.00 New Israeli
Shekel each (Shares) of the Company, pursuant to a plan approved by the Board
of Directors of the Company (the Board) which is designed to benefit from,
and is made pursuant to, the provisions of either Section 102 or
Section3(9) of the Israeli Income Tax Ordinance [New Version] 1961 (the
Ordinance), as applicable, and the rules and regulations promulgated
thereunder.

B.  GENERAL TERMS AND CONDITIONS OF THE PLAN

3.          Administration:

3.1        The
Board may appoint a Share Incentive Committee or other committee of the board,
which will consist of such number of Directors of the Company, as may be fixed
from time to time by the Board. The Board shall appoint the members of such
committee, may from time to time remove members from, or add members to, such
committee and shall fill vacancies in such committee however caused. The Plan
will be administered by such committee, or by the Board (including, but not
limited to, actions which the Share Incentive Committee is not permitted to take
according to Section 112 of the Companies Law, 1999 (the Companies Law)) (the
Board or its committee, as applicable - the Committee).

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 taken by a majority of the members of the Committee, at a
meeting at which a majority of its members is 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.

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3.3        Subject
to the general terms and conditions of this Plan and applicable law, the
Committee shall have the full authority in its discretion, from time to time
and at any time to determine (i) the persons (Grantees) to whom options to
purchase Shares (the Options) shall be granted, (ii) the time or times at
which the same shall be granted, (iii) the schedule and conditions on which
such Options may be exercised and on which such Shares shall be paid for, (iv)
rules and provisions as may be necessary or appropriate to permit eligible
Grantees who are not Israeli residents to participate in the Plan and/or to
receive preferential tax treatment in their country of residence, with respect
to the Options granted hereunder, and/or (v) any other matter which is
necessary or desirable for, or incidental to, the administration of the Plan.
Unless otherwise determined by the Committee for a specific grant or grants of
Options, each Option will be exercisable, under the terms of this Plan, into
one Share of the Company.

3.4        Subject
to the general terms and conditions of the Plan and the Ordinance, the
Committee shall have the full authority in its discretion, from time to time
and at any time, to determine:

(a)        with
respect to the grant of 102 Options (as defined in Section 5.1(a)(i) below) -
whether the Company shall elect the Ordinary Income Route under Section
102(b)(1) of the Ordinance (the Ordinary Income Route) or the Capital Gains
Route under Section 102(b)(2) of the Ordinance (the Capital Gains Route)
(each of the Ordinary Income Route or the Capital Gains Route - a Taxation
Route) for the grant of 102 Options, and the identity of the trustee who shall
be granted such 102 Options in accordance with the provisions of this Plan and
the then prevailing Taxation Route.

Unless
otherwise permitted by the Ordinance, in the event the Committee determines
that the Company shall elect one of the Taxation Routes for the grant of 102
Options, the Company shall be entitled to change such election only following
the lapse of one year from the end of the tax year in which 102 Options are
first granted under the then prevailing Taxation Route; and

(b)        with
respect to the grant of 3(9) Options (as defined in Section 5.1(a)(ii) below) -
whether or not 3(9) Options shall be granted to a trustee in accordance with
the terms and conditions of this Plan, and the identity of the trustee who
shall be granted such 3(9) Options in accordance with the provisions of this
Plan.

3.5        Notwithstanding
the aforesaid, the Committee may, from time to time and at any time, grant 102
Options that will not be subject to a Taxation Route, as detailed in Section
102(c) of the Ordinance (102(c) Options).

3.6        The
Committee may, from time to time, adopt such rules and regulations for carrying
out the Plan, as it may deem necessary. 
No member of the Board or of the Committee shall be liable for any act
or determination made in good faith with respect to the Plan or any Option
granted thereunder.

3.7        The
interpretation and construction by the Committee of any provision of the Plan
or of any Option thereunder shall be final and conclusive and binding on all
parties who have an interest in the Plan or any Option or Share issuance
thereunder unless otherwise determined by the Board.

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4.          Eligible
Grantees:

4.1        The
Committee, at its discretion, may grant Options to any employee, director,
consultant or contractor of the Company. Anything in this Plan to the contrary
notwithstanding, all grants of Options to office holders shall be
authorized and implemented only in accordance with the provisions of applicable
law.

4.2        The
grant of an Option 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 option plan of the Company.

5.          Grant of
Options, Issuance of Shares, Dividends and Shareholder Rights:

5.1        Grant
of Options and Issuance of Shares.

(a)        Subject
to the provisions of the Ordinance and applicable law (it being understood
that, unless otherwise determined by the Committee, the following shall not
apply to Options granted to non-Israeli Grantees),

(i)        all
grants of Options to employees, directors and office holders of the
Company, other than to a Controlling Shareholder of the Company (i.e., Baal
Shlita, as such term is defined in Section 32(9) of the Ordinance), shall be
made only pursuant to the provisions of Section 102 of the Ordinance, the
Income Tax Rules (Tax Relief in Issuance of Shares to Employees), 2003 (102
Rules) and any other regulations, rulings, procedures or clarifications
promulgated thereunder (102 Options), or any other section of the Income Tax
Ordinance that will be relevant for such issuance in the future; and

(ii)        all
grants of Options to consultants, contractors or Controlling Shareholders of
the Company shall be made only pursuant to the provisions of Section 3(9)
of the Ordinance and the rules and regulations promulgated thereunder (3(9)
Options), or any other section of the Ordinance that will be relevant for such
issuance in the future.

(iii)        Notwithstanding
the aforesaid in Sections 5.1(a)(i) and 5.1 (a)(ii), the Committee, at it
discretion, may grant Options to any employee, director, consultant or
contractor of the Company pursuant to the provisions of any tax ruling provided
to the Company with respect to such Options by the Israeli Commissioner of
Income Tax.

(b)        Subject
to Sections 7.1 and 7.2 hereof, the effective date of the grant of an Option
(the Date of Grant) shall be the date the Committee resolves to grant such
Option, unless specified otherwise by the Committee in its determination
relating to the award of such Option. 
The Committee shall promptly give the Grantee written notice (the
Notice of Grant) of the grant of an Option.

(c)        Trust.  In the event Options are deposited under the
Plan with a trustee designated by the Committee in accordance with the
provisions of Section 3.4 hereof and, with respect to Options under a Taxation
Route, approved by the Israeli Commissioner of Income Tax (the Trustee), the
Trustee shall hold each such Option and the Shares issued upon exercise thereof
in trust (the Trust) for the benefit of the Grantee in respect of whom such
Option was granted (the Beneficial Grantee).

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In
accordance with Section 102, the tax benefits afforded to 102 Options (and any
Shares issued upon exercise thereof) in accordance with the Ordinary Income
Route or Capital Gains Route, as applicable, shall be contingent upon the
Trustee holding such 102 Options for a period of at least (i) one year
from the end of the tax year in which the 102 Options are granted, if the
Company elects the Ordinary Income Route, or (ii) two years from the end of the
tax year in which the 102 Options are granted, if the Company elects the
Capital Gains Route, or (iii) such other period as shall be prescribed by the
Ordinance or approved by the Israeli Commissioner of Income Tax (collectively
the Trust Period).

With respect to 102 Options granted to the
Trustee, the following shall apply:

(i)        A
Grantee granted 102 Options will not be entitled to sell the Shares issued upon exercise thereof (the Exercised Shares)
or to transfer such Exercised Shares (or such 102 Options) from the Trust prior
to the lapse of the Trust Period;

(ii)        Any
and all rights issued in respect of the Exercised Shares, including bonus
shares but excluding cash dividends (Rights), shall be
deposited with the Trustee and held thereby until the lapse of the Trust
Period, and such Rights shall be subject to the Taxation Route which is
applicable to such Exercised Shares.

(iii)        Notwithstanding
the aforesaid, Exercised Shares or Rights may be sold or transferred, and the
Trustee may release such Exercised Shares (or 102 Options) or Rights from
Trust, prior to the lapse of the Trust Period, provided, however, that tax is
paid or withheld in accordance with Section 102(b)(4) of the Ordinance and/or
Section 7 of the 102 Rules. However, the Committee may, in
its sole discretion, require a Grantee not to sell the Exercised Shares or
transfer the Options in the Grantees name prior to the lapse of the Trust
Period.

(iv)        All
certificates representing Exercised Shares held in Trust under the Plan shall
be deposited with the Trustee, and shall be held by the Trustee until such time
that such Shares are released from the Trust as herein provided.

(d)        Subject
to the terms hereof and specifically the provisions of Section 9 herein, at any
time after the Options have vested, with respect to any Options or Shares the
following shall apply: Upon the written request of any Beneficial Grantee, the
Trustee shall release from the Trust the Options granted, and/or the Shares
issued, on behalf of such Beneficial Grantee, by executing and delivering to
the Company such instrument(s) as the Company may require, giving due notice of
such release to such Beneficial Grantee, provided, however, that
the Trustee shall not so release any such Options and/or Shares to such
Beneficial Grantee unless the latter, prior to, or concurrently with, such
release, provides the Trustee with evidence, satisfactory in form and substance
to the Trustee, that all taxes, if any, required to be paid upon such release
have, in fact, been paid.

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5.2        Guarantee.
In the event a 102(c) Option is granted to a Grantee who is an employee at the
time of such grant, if the Grantees employment is terminated, for any reason,
such Grantee shall provide the Company with a guarantee or collateral securing
the payment of all taxes required to be paid upon the sale of the Shares issued
upon exercise of such 102(c) Option.

5.3        Dividend.  All Shares issued upon the exercise of
Options granted under this Plan shall entitle the Grantee thereof to receive
dividends with respect thereto. For so long as Shares are held in the Trust,
the dividends paid or distributed with respect thereto shall be distributed
directly to such Beneficial Grantee, and the Company shall provide appropriate
notification to the Trustee of such distribution.

5.4        Shareholder
Rights.  Unless otherwise provided
herein, the holder of an Option shall have no shareholder rights with respect
to the Shares underlying such Option until such person shall have exercised the
Option, paid the exercise price and become the record holder of the purchased
Shares. Subject to the provisions of the Plan and the provisions of the
Articles of Association of the Company, the Exercised Shares shall entitle the
Grantee thereof to full shareholder rights, including voting and dividend
rights, with respect to such Exercised Shares. As long as the Exercised Shares
are registered in the name of the Trustee, the voting rights at the Companys
general meeting attached to such Exercised Shares will remain with the Trustee.
However, the Trustee shall not be obligated to exercise such voting rights at
general meetings, and may, in its sole discretion, empower another person,
including the respective Beneficial Grantee, to vote in name and in place of
the Trustee according to such Beneficial Grantees instructions, if provided.

6.          Reserved
Shares: The total number of Shares that may be subject to Options
granted under this Plan shall not exceed 2,000,000 in the aggregate, subject to
adjustments as provided in Section 11 hereof. Without derogating from the
foregoing, the Committee shall have full authority in its discretion to
determine that the Company may issue, for the purposes of the Plan, previously
issued Shares that are held by the Company, from time to time, as Dormant Shares
(as such term is defined in the Companies Law). All Shares under the Plan, in
respect of which the right of a Grantee to purchase the same shall, for any
reason, terminate, expire or otherwise cease to exist, shall again be available
for grant through Options under the Plan.

7.          Grant of
Options:

7.1        The
implementation of the Plan and the granting of any Option under the Plan shall
be subject to the Companys procurement of all approvals and permits required
by applicable law or regulatory authorities having jurisdiction over the Plan,
the Options granted under it and the Exercised Shares.

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7.2        The
Notice of Grant shall state, inter alia,
the number of Shares subject to each Option, the vesting schedule, the dates
when the Options may be exercised, the exercise price, whether the Options
granted thereby are 102 Options or 3(9) Options or other type of Options, and
such other terms and conditions as the Committee at its discretion may
prescribe, provided that they are consistent with this Plan. Each Notice of
Grant evidencing a 102 Option shall, in addition, be subject to the provisions
of the Ordinance applicable to such Options.

7.3        Validity
and Vesting.  Without derogating
from the rights and powers of the Committee under this Section 7.3, unless
otherwise specified by the Committee, the Options shall be valid for a term of
ten (10) years from the Date of Grant and thereafter expire. Subject to Section
10 hereof, unless determined otherwise by the Committee, the Vesting Period
pursuant to which Options shall vest, and the Grantee thereof shall be entitled
to pay for and acquire the Exercised Shares, shall be such that all Options
shall be fully vested on the first business day following the passing of three
(3) years from the Date of Grant, as follows: 1/3 of such Options shall vest on
the first anniversary of the Adoption Date (the Adoption Date for the purpose of this Plan
means the Date of Grant or any other date determined by the Committee for a
given grant of Options). A further 1/3 of such Options shall vest on each of
the second, and third anniversaries of the Adoption Date.

Vesting
Period of an Option means, for the purpose of the Plan and its related
instruments, the period between the Adoption Date and the date on which the
Grantee may exercise the rights awarded pursuant to the terms of the Option.
Unless otherwise determined by the Committee, any period in which the Grantee
shall not be employed by the Company (or, in the case of consultants,
contractors or directors, shall not be in the service of the Company) or in
which the Grantee shall have taken an unpaid leave of absence, shall not be included
in the Vesting Period.

7.5        Acceleration
of Vesting.  Anything herein to the
contrary in this Plan notwithstanding, the Committee shall have full authority
to determine any provisions regarding the acceleration of the Vesting Period of
any Option or the cancellation of all or any portion of any outstanding
restrictions with respect to any Option or Share upon certain events or
occurrences, and to include such provisions in the Notice of Grant on such
terms and conditions as the Committee shall deem appropriate.

7.5        Repricing.
Subject to applicable law, the Committee shall have full authority to, at any
time and from time to time, without the approval of the Shareholders of the
Company, (i) 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
an exercise price lower than provided in the Option (and related Notice of
Grant) so surrendered and canceled and containing such other terms and
conditions as the Committee may prescribe in accordance with the provisions of
the Plan, or (ii) effectuate a decrease in the Exercise Price (see Section
8 below) of outstanding Options. At the full discretion of the Committee such actions may be
brought before the shareholders of the Company for their approval.

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8.          Exercise
Price: The exercise price per Share subject to each Option shall be
determined by the Committee in its sole and absolute discretion, subject to
applicable law.

9.          Exercise of
Options:

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

9.2        The
exercise of an Option shall be made by a written notice of exercise (the
Notice of Exercise) delivered by the Grantee (or, with respect to Options
held in the Trust, by the Trustee upon receipt of written instructions from the
Beneficial Grantee) to the Company at its principal executive office,
specifying the number of Shares to be purchased and accompanied by the payment
therefor, and complying with such other terms and conditions as the Committee
shall prescribe from time to time.

9.3        Anything
herein to the contrary notwithstanding, but without derogating from the
provisions of Section 10 hereof, if any Option has not been exercised and
the Shares subject thereto not paid for within ten (10) years after the Date of
Grant (or any shorter period set forth in the Notice of Grant), such Option 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 therewith any Options are still held in the Trust as aforesaid,
the Trust with respect thereto shall ipso facto expire, and the Shares
underlying such Options shall again be available for grant through Options
under the Plan, as provided for in Section 6 herein, provided the Plan shall be
in force at such time.

9.4        Each
payment for Shares shall be in respect of a whole number of Shares, and shall
be effected in cash or by a banks check payable to the order of the Company,
or such other method of payment acceptable to the Company.

9.5        Notwithstanding
the provisions of Section 9.4 above, the Company will be entitled in its sole
discretion on a case-by-case basis, to allow payment of the Exercise Price out
of the proceeds from the sale of the Exercised Shares, provided that the
Company has ascertained the Grantees ability to pay the exercise price at that
time. Grantees are not entitled to demand that the Company, and the Company
shall not be required to, act as described in this Section 9.5.

10.        Termination
of Employment:

10.1      Employees.  In the event that a Grantee who was an
employee of the Company on the Date of Grant of any Options to him or her
ceases, for any reason, to be employed by the Company (the Cessation of
Employment), all Options theretofore granted to such Grantee when such Grantee
was an employee of the Company shall terminate as follows:

(a)        The
date of the Grantees Cessation of Employment shall be the date on which the
employee-employer relationship between the Grantee and the Company ceases to
exist (the Date of the Cessation).

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(b)        All
such Options that are not vested at the Date of Cessation shall
terminate immediately.

(c)        If
the Grantees Cessation of Employment is by reason of such Grantees death or
Disability (as hereinafter defined), such Options (to the extent vested at
the Date of Cessation) shall be exercisable by the Grantee or the Grantees
guardian, legal representative, estate or other person to whom the Grantees
rights are transferred by will or by laws of descent or distribution, at any
time until 180 days from the Date of Cessation, and shall thereafter terminate.

For
purposes hereof, Disability shall mean the inability to engage in any
substantial gainful occupation for which the Grantee is suited by education,
training or experience, by reason of any medically determinable physical or
mental impairment that is expected to result in such persons death or to
continue for a period of six (6) consecutive months or more.

(d)        If
the Grantees Cessation of Employment is due to any reason other than those
stated in Sections 10.1(c), 10.1(e) and 10.1(f) herein, such Options (to the
extent vested at the Date of Cessation) shall be exercisable at any time until
(i) the Date of Cessation; or (ii) in the event the Grantees Cessation of
Employment is initiated by the Company and the Grantee receives an applicable
one-time payment from the Company in lieu of a notice period, 15 days after the
Date of Cessation; and shall thereafter terminate, provided, however,
that if the Grantee dies within such period, such Options (to the extent vested
at the Date of Cessation) shall be exercisable by the Grantees legal
representative, estate or other person to whom the Grantees rights are
transferred by will or by laws of descent or distribution at any time until 180
days from the Date of Cessation, and shall thereafter terminate.

(e)        Notwithstanding
the aforesaid, if the Grantees Cessation of Employment is due to
(i) breach of the Grantees duty of loyalty towards the Company, or
(ii) breach of the Grantees duty of care towards the Company, or
(iii) the commission any flagrant criminal offense by the Grantee, or
(iv) the commission of any act of fraud, embezzlement or dishonesty
towards the Company by the Grantee, or (v) any unauthorized use or
disclosure by the Grantee of confidential information or trade secrets of the
Company, or (vi) any other intentional misconduct by the Grantee (by act or
omission) adversely affecting the business or affairs of the Company in a
material manner, or (vii) any act or omission by the Grantee which would allow
for the termination of the Grantees employment without severance pay, according
to the Severance Pay Law, 1963, all the Options whether vested or not shall
ipso facto expire immediately and be of no legal effect.

(f)        If
a Grantee retires, he shall, subject to the approval of the Committee, continue
to enjoy such rights, if any, under the Plan and on such terms and conditions,
with such limitations and subject to such requirements as the Committee in its
discretion may determine.

(g)        Whether
the Cessation of Employment of a particular Grantee is by reason of
Disability for the purposes of paragraph 10.1(c) hereof or by virtue of
retirement for purposes of paragraph 10.1(f) hereof, or is a termination
of employment other than by reason of such Disability or retirement, or is for
reasons as set forth in paragraph 10.1(e) hereof, shall be finally and
conclusively determined by the Committee in its absolute discretion.

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(h)        Notwithstanding
the aforesaid, under no circumstances shall any Option be exercisable after the
specified expiration of the term of such Option.

10.2      Directors,
Consultants and Contractors.  In the
event that a Grantee, who is a director, consultant or contractor of the
Company, ceases, for any reason, to serve as such, the provisions of Sections
10.1(b), 10.1(c), 10.1(d), 10.1(e), 10.1(g) and 10.2(h) above shall apply, mutatis mutandis. For the purposes of this
Section 10.2, Date of Cessation shall mean:

(a)        with
respect to directors - the date on which the director ceases to serve as a
director of the Company; and

(b)        with
respect to consultants and contractors - the date on which the consulting or
contractor agreement between such consultant or contractor, as applicable, and
the Company expires or the date on which either of the parties to such
agreement sends the other notice of its intention to terminate said agreement.

10.3      Notwithstanding
the foregoing provisions of this Section 10, the Committee shall have the
discretion, exercisable either at the time an Option is granted or thereafter,
to:

(a)        extend
the period of time for which the Option is to remain exercisable following the
Date of Cessation to such greater period of time as the Committee shall deem
appropriate, but in no event beyond the specified expiration of the term of the
Option;

(b)        permit
the Option to be exercised, during the applicable exercise period following the
Date of Cessation, not only with respect to the number of Shares for which such
Option is exercisable at the Date of Cessation but also with respect to one or
more additional installments in which the Grantee would have vested under the
Option had the Grantee continued in the employ or service of the Company.

11.        Adjustments,
Liquidation and Corporate Transaction:

11.1      Definitions:

Corporate
Transaction
means the occurrence, in a single transaction or in a series of related
transactions, of any one or more of the following events:

(i)        a
sale or other disposition of all
or substantially all, as determined by the Board in its discretion, of the
consolidated assets of the Company and its subsidiaries;

(ii)       a
sale or other disposition of at least eighty percent (80%) of the outstanding
securities of the Company;

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(iii)      a
merger, consolidation or similar transaction following which the Company is not
the surviving corporation; or

(iv)      a
merger, consolidation or similar transaction following which the Company is the
surviving corporation but the Ordinary Shares of the Company outstanding
immediately preceding the merger, consolidation or similar transaction are
converted or exchanged by virtue of the merger, consolidation or similar
transaction into other property, whether in the form of securities, cash or
otherwise.

11.2      Adjustments.  Subject to any required action by the
shareholders of the Company, the number of Shares subject to each outstanding
Option, and the number of Shares which have been authorized for issuance under
the Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per share of Shares subject to each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Shares or the payment of a stock
dividend (bonus shares) with respect to the Shares or any other increase or
decrease in the number of issued Shares effected without receipt of consideration
by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
effected without receipt of consideration. 
The Committee, whose determination in that respect shall be binding and
conclusive, shall execute such adjustment. 
Except as expressly provided herein, no issuance by the Company of
shares of any class, or securities convertible into shares of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of Shares subject to an Option.

11.3      Liquidation.  Unless otherwise provided by the Board, in
the event of the proposed dissolution or liquidation of the Company, all
outstanding Options will terminate immediately prior to the consummation of
such proposed action. In such case, the Committee may declare that any Option
shall terminate as of a date fixed by the Committee and give each Grantee the
right to exercise his Option, including any Option which would not otherwise be
exercisable.

11.4      Corporate
Transaction.

(a)        Upon
a Corporate Transaction involving another corporation or a parent or subsidiary
of such other corporation (each, a Successor Entity), then, unless otherwise
determined by the Board, immediately prior to the effective date of such
Corporate Transaction, each Option shall, at the sole and absolute discretion
of the Committee, either:

(i)        be
substituted for an option to purchase securities of the Successor Entity (the
Successor Entity Option) such that the Grantee may exercise the Successor
Entity Option for such number and class of securities of the Successor Entity
which would have been issuable to the Grantee in consummation of such Corporate
Transaction, had the Option been exercised immediately prior to the effective
date of such Corporate Transaction; or

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(ii)        be
assumed by the Successor Entity such that the Grantee may exercise the Option
for such number and class of securities of the Successor Entity which would have
been issuable to the Grantee in consummation of such Corporate Transaction, had
the Option been exercised immediately prior to the effective date of such
Corporate Transaction; or

(iii)       automatically
vest in full so that the Option shall, immediately prior to the effective date
of the Corporate Transaction, become fully exercisable for all of the Shares at
that time subject to the Option and may be exercised for any or all of those
Shares;

In
the event of a clause (i) or clause (ii) action, appropriate adjustments shall
be made to the exercise price per Share to reflect such action.

Immediately
following the consummation of the Corporate Transaction, all outstanding
Options shall terminate and cease to be outstanding, except to the extent
assumed by the Successor Entity.

(b)        Notwithstanding
the foregoing, the Committee shall have full authority and sole discretion to
determine that any of the provisions of Sections 11.4(a)(i), 11.4(a)(ii) or
11.4(a)(iii) above shall apply in the event of a Corporate Transaction in which
the consideration received by the shareholders of the Company is not solely
comprised of securities of the Successor Entity, or in which such consideration
is solely cash or assets other than securities of the Successor Entity.

11.5      Sale.  In the event that all or substantially all
of the issued and outstanding share capital of the Company is to be sold (the Sale), each Grantee shall be
obligated to participate in the Sale and sell his or her Shares and/or Options
in the Company, provided, however, that each such Share or Option
shall be sold at a price equal to that of any other Share sold under the Sale
(minus the applicable exercise price), while accounting for changes in such
price due to the respective terms of any such Option, and subject to the
absolute discretion of the Board.

11.6      The
grant of Options under the Plan shall in no way affect the right of the Company
to adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.

12.        Limitations
on Transfer: No Option shall be assignable or transferable by the
Grantee to whom granted otherwise than by will or the laws of descent and
distribution, and an Option may be exercised during the lifetime of the Grantee
only by such Grantee or by such Grantees guardian or legal
representative.  The terms of such
Option shall be binding upon the beneficiaries, executors, administrators,
heirs and successors of such Grantee.

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13.        Term and
Amendment of the Plan:

13.1      The
Plan shall terminate upon the earliest of (i) the expiration of the ten
(10)-year period measured from the date the Plan was adopted by the Board, or
(ii) the termination of all outstanding Options in connection with a
Corporate Transaction.  All Options
outstanding at the time of a clause (i) termination event shall continue to
have full force and effect in accordance with the provisions of the Plan and
the documents evidencing such Options.

13.2      Subject
to applicable laws and regulations, the Board in its discretion may, at any
time and from time to time, amend this Plan, including effecting the following
amendments without the approval of the Shareholders of the Company: (i)
expanding the class of participants eligible to participate in the Plan; and/or
(ii) expanding the types of options or awards provided under the Plan
and/or (iii) extending the duration of the Plan. However, no amendment or
modification shall adversely affect any rights and obligations with respect to
Options at the time outstanding under the Plan, unless the applicable Grantee
consents to such amendment or modification.

14.        Withholding
and Tax Consequences: The Companys obligation to deliver Shares upon
the exercise of any Options granted under the Plan shall be subject to the
satisfaction of all applicable income tax and other compulsory payments
withholding requirements. All tax consequences and obligations (of the Company
or the Grantee or the Trustee) regarding any other compulsory payments arising
from the grant or exercise of any Option, from the payment for, or the
subsequent disposition of, Shares subject thereto or from any other event or
act (of the Company or the Grantee or the Trustee) hereunder, shall be borne
solely by the Grantee, and the Grantee shall indemnify the Company and/or the
Trustee, as applicable, and hold them harmless against and from any and all
liability for any such tax or other compulsory payment, or interest or penalty
thereon, including without limitation, liabilities relating to the necessity to
withhold, or to have withheld, any such tax or other compulsory payment from
any payment made to the Grantee.

15.        Miscellaneous:

15.1      Continuance
of Employment.  Neither the Plan nor
the grant of an Option thereunder shall impose any obligation on the Company to
continue the employment or service of any Grantee. Nothing in the Plan or in
any Option granted thereunder shall confer upon any Grantee any right to
continue in the employ or service of the Company for any period of specific
duration, or interfere with or otherwise restrict in any way the right of the
Company to terminate such employment or service at any time, for any reason, with
or without cause.

15.2      Rights
Deriving from Employee-Employer Relationship. Any gain or income credited
or attributable to a Grantee (or deemed as such) as a result of this Plan will
not be taken into account when calculating the basis for entitlement of the
Grantee to any social rights or benefits, or any other benefits deriving from
an employee-employer relationship between the Grantee and the Company.

15.3      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.

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15.4      Use
of Funds.  Any proceeds received by
the Company from the sale of Shares pursuant to the exercise of Options granted
under the Plan shall be used for general corporate purposes of the Company.

15.5      Multiple
Agreements.  The terms of each
Option may differ from other Options granted under the Plan at the same time,
or at any other time.  The Committee may
also grant more than one Option to a given Grantee during the term of the Plan,
either in addition to, or in substitution for, one or more Options previously granted
to that Grantee.  The grant of multiple
Options may be evidenced by a single Notice of Grant or multiple Notices of
Grant, as determined by the Committee.

15.6      Non-Exclusivity
of the Plan.  The adoption of the
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 Plan, and such arrangements may be either applicable
generally or only in specific cases.

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