EXHIBIT 4.3

                  LANOPTICS LTD. 2003 ISRAELI SHARE OPTION PLAN

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                                 LANOPTICS LTD.


                                    THE 2003
                            ISRAELI SHARE OPTION PLAN

   (*IN COMPLIANCE WITH AMENDMENT NO. 132 OF THE ISRAELI TAX ORDINANCE, 2002)

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                                TABLE OF CONTENTS

1. PURPOSE OF THE OPTION PLAN                                         1

2. DEFINITIONS                                                        1

3. ADMINISTRATION OF THE OPTION PLAN                                  4

4. DESIGNATION OF PARTICIPANTS                                        5

5. DESIGNATION OF OPTIONS PURSUANT TO SECTION 102                     5

6. TRUSTEE                                                            6

7. SHARES RESERVED FOR THE OPTION PLAN; RESTRICTION THEREON           7

8. PURCHASE PRICE                                                     8

9.  ADJUSTMENTS                                                       8

10. TERM AND EXERCISE OF OPTIONS                                      9

11. VESTING OF OPTIONS                                               11

12. PURCHASE FOR INVESTMENT                                          11

13. DIVIDENDS                                                        11

14. RESTRICTIONS ON ASSIGNABILITY AND SALE OF OPTIONS                12

15. TERM OF THE OPTION PLAN                                          12

16. AMENDMENTS OR TERMINATION                                        12

17. GOVERNMENT REGULATIONS                                           12

18. CONTINUANCE OF EMPLOYMENT OR SERVICES                            13

19. GOVERNING LAW & JURISDICTION                                     13

20. TAX CONSEQUENCES                                                 13

21. NON-EXCLUSIVITY OF THE OPTION PLAN                               14

22. MULTIPLE AGREEMENTS                                              14

23. INTEGRATION OF SECTION 102                                       14

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     This Plan, as amended from time to time, shall be known as the LanOptics
     Ltd. 2003 Israeli Share Option Plan (the "OPTION PLAN").

1.   PURPOSE OF THE OPTION PLAN

     The Option Plan is intended as an incentive to retain, in the employ of
     LanOptics Ltd. (the "COMPANY") and its Affiliates (as defined below),
     persons of training and experience, to have the ability to attract new
     employees, 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.

2.   DEFINITIONS

For purposes of the Option Plan and related documents, including the Option
Agreement, the following definitions shall apply:

2.1  "AFFILIATE" means any "employing company" within the meaning of Section
     102(a) of the Ordinance.

2.2  "APPROVED 102 OPTION" means an Option granted pursuant to Section 102(b) of
     the Ordinance and held in trust by a Trustee for the benefit of the
     Optionee.

2.3  "ARTICLES OF ASSOCIATION" means the Company's Articles of Association, as
     shall be amended by the Company from time to time.

2.4  "BOARD" means the Board of Directors of the Company.

2.5  "CAPITAL GAIN OPTION" or "CGO" means an Approved 102 Option elected and
     designated by the Company to qualify under the capital gain tax treatment
     in accordance with the provisions of Section 102(b)(2) of the Ordinance.

2.6  "CAUSE" means (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 Committee
     or the Board to be materially detrimental to the Company.

2.7  "COMMITTEE" means a share option compensation committee appointed by the
     Board, which shall consist of no fewer than two members of the Board.

2.8  "COMPANY" means LanOptics Ltd., an Israeli company.


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2.9  "COMPANIES LAW" means the Israeli Companies Law 5759-1999 as in effect from
     time to time and any successor act or regulation, as in effect from time to
     time.

2.10 "CONTROLLING SHAREHOLDER" shall have the meaning ascribed to such term in
     Section 32(9) of the Ordinance.

2.11 "DATE OF GRANT" means, the date of grant of an Option, as determined by the
     Board and set forth in the Optionee's Option Agreement.

2.12 "ELECTION" shall have the meaning ascribed to such term in Section 5.3 of
     the Option Plan.

2.13 "EMPLOYEE" means a person who is employed by the Company or its Affiliates,
     including an individual who is serving as a director, but excluding any
     Controlling Shareholder in the Company or its Affiliates.

2.14 "EXPIRATION DATE" means the date upon which an Option shall expire, as set
     forth in Section 10.2 of the Option Plan.

2.15 "FAIR MARKET VALUE" means 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 Board deems reliable.

          Without derogating from the above, solely for the purpose of
          determining the tax liability pursuant to Section 102(b)(3) of the
          Ordinance, if at the Date of Grant the Company's shares are listed on
          any established stock exchange or a national market system or if the
          Company's shares will be registered for trading within ninety (90)
          days following the Date of Grant, the Fair Market Value of a Share at
          the Date of Grant shall be determined in accordance with the average
          value of the Company's shares on the thirty (30) trading days
          preceding the Date of Grant or on the thirty (30) trading days
          following the date of registration for trading, as the case may be;

     (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 Board.


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2.16 "ITA" means the Israeli Tax Authorities.

2.17 "NON-EMPLOYEE" means (i) a person or entity that acts as a consultant,
     adviser or service provider to the Company or its Affiliates, provided that
     such person is not an Employee or a Controlling Shareholder, or (ii) any
     other person or entity that is not an Employee.

2.18 "OPTION" means an option to purchase one or more Shares of the Company
     pursuant to the Option Plan.

2.19 "OPTION AGREEMENT" means the share option agreement between the Company and
     an Optionee that sets out the terms and conditions of an Option.

2.20 "OPTIONEE" means a person or entity that was granted an Option.

2.21 "ORDINANCE" means the Israeli Income Tax Ordinance (New Version), 1961, as
     now in effect and as thereafter amended from time to time and the
     regulations, rules and orders of procedure promulgated thereunder from time
     to time.

2.22 "ORDINARY INCOME OPTION" or "OIO" means an Approved 102 Option elected and
     designated by the Company to qualify under the ordinary income tax
     treatment in accordance with the provisions of Section 102(b)(1) of the
     Ordinance.

2.23 "PURCHASE PRICE" means the price for each Share subject to an Option.

2.24 "SHARE" means the ordinary shares, NIS 0.02 par value each, of the Company.

2.25 "SECTION 102" means Section 102 of the Ordinance as now in effect and as
     thereafter amended from time to time and the regulations, rules and orders
     of procedure promulgated thereunder from time to time.

2.26 "SECTION 102 OPTION" means any Option granted to an Employee pursuant to
     Section 102 of the Ordinance.

2.27 "SECTION 102 PERIOD" shall have the meaning ascribed to such term in
     Section 6.1 of the Option Plan.

2.28 "SECTION 3(I) OPTION" shall mean any Option granted pursuant to Section
     3(i) of the Ordinance to any person or entity that is a Non-Employee.

2.29 "SUCCESSOR COMPANY" means any entity the Company is merged to or is
     acquired by, in which the Company is not the surviving entity.

2.30 "TRANSACTION" means (i) spin-off, merger, consolidation, amalgamation,
     acquisition or reorganization of the Company with one or more other
     entities in which the Company is not the surviving entity, (ii) a sale of
     all or substantially all of the assets of the Company.


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2.31 "TRUSTEE" means any individual or entity designated by the Board to serve
     as a trustee and approved by the ITA, all in accordance with the provisions
     of Section 102.

2.32 "UNAPPROVED 102 OPTION" means an Option granted pursuant to Section 102(c)
     of the Ordinance and not held in trust by a Trustee.

2.33 "VESTING DATES" means, as determined by the Board or by the Committee, the
     date as of which the Optionee shall be entitled to exercise the Options or
     part of the Options, as set forth in Section 11 of the Option Plan.

3.   ADMINISTRATION OF THE OPTION PLAN

     The Board shall have the power to administer the Option Plan either
     directly or upon the recommendation of the Committee, all as provided by
     applicable law and in the Company's Articles of Association.
     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 select one of its members as its 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 recommend to the Board and the Board shall have full
     power and authority (i) to designate participants; (ii) to 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; (iii) to accelerate the right
     of an Optionee to exercise, in whole or in part, any previously granted
     Option; (iv) to determine the Fair Market Value of the Shares covered by
     each Option; (v) to make an election as to the type of Approved 102 Option;
     (vi) to designate the type of Option (vii) to amend and rescind any
     restrictions and conditions relating to the Option Plan and to any Options
     or Shares subject to any Options; (viii) to interpret the provisions and
     supervise the administration of the Option Plan; and (ix) to determine any
     other matter which is necessary or desirable for, or incidental to
     administration of the Option Plan.

     Notwithstanding the above, the Committee shall not be entitled to grant
     Options to the Optionees, however, it will be authorized to issue Shares
     underlying Options which have been granted by the Board and duly exercised
     pursuant to the provisions herein in accordance with section 112(a)(5) of
     the Companies Law.


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     The Board shall have the authority to grant, at 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 may prescribe in accordance with the provisions of the Option
     Plan.

     Subject to the Company's Articles of Association, 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 shall be executed in accordance with the provisions of
     the Articles of Association.

     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 Articles of Association and the Company's decision, and to
     all approvals legally required, including, but not limited to the
     provisions of the Companies Law, 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 Articles of
     Association, any agreement, any vote of shareholders or disinterested
     directors, insurance policy or otherwise.

4.   DESIGNATION OF PARTICIPANTS

     The persons eligible for participation in the Option Plan as Optionees
     shall include any Employees and Non-Employees of the Company or of any
     Affiliate provided, however, that (i) Employees may only be granted Section
     102 Options; (ii) Non-Employees may only be granted Section 3(i) Options;
     and (iii) Controlling Shareholders may only be granted Section 3(i)
     Options. The grant of an Option hereunder shall neither entitle the
     Optionee to participate nor disqualify Optionee 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.

     Anything in the Option Plan to the contrary notwithstanding, all grants of
     Options to directors and office holders ("NOSEI MISRA" - as such term is
     defined in the Companies Law) shall be authorized and implemented only in
     accordance with the provisions of the Companies Law.

5.   DESIGNATION OF OPTIONS PURSUANT TO SECTION 102

     5.1  The Company may designate Options granted to Employees pursuant to
          Section 102 as Unapproved 102 Options or Approved 102 Options.


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     5.2  The grant of Approved 102 Options shall be made under this Option
          Plan, and shall be conditioned upon the approval of this Option Plan
          by the ITA.

     5.3  Approved 102 Option may either be classified as Capital Gain Option
          ("CGO") or Ordinary Income Option ("OIO").

     5.4  No Approved 102 Options may be granted under this Option Plan to any
          eligible Employees until the Company's election of the type of
          Approved 102 Options as GCO or OIO granted to Employees (the
          "ELECTION") has been appropriately filed with the Israeli tax
          authorities. An Election shall remain in effect until the end of the
          subsequent year following the year during which an Employee was first
          granted Approved 102 Options after the Company's previous Election, if
          any. The Election shall obligate the Company during the period
          indicated in the preceding sentence to grant only the type of Approved
          102 Options it has elected, all in accordance with the provisions of
          Section 102(g) of the Ordinance. For the avoidance of doubt, such
          Election shall not prevent the Company, subject to the Board's
          decision from granting at all times Unapproved 102 Options to
          Employees and Section 3(i) Options to Non-Employees.

     5.5  All Approved 102 Options must be held in trust by a Trustee, as
          described in Section 6 below.

     5.6  For the avoidance of doubt, the designation of Unapproved 102 Options
          and Approved 102 Options shall be subject to the terms and conditions
          set forth in Section 102.

6.   TRUSTEE

     6.1  Approved 102 Options which shall be granted under this Option Plan
          and/or any Share allocated or issued upon exercise of such Approved
          102 Options and/or other shares received subsequently following any
          realization of rights, including without limitation bonus shares,
          shall be issued to, and held by, the Trustee for the benefit of the
          Optionees for such period of time as required by Section 102 (the
          "SECTION 102 PERIOD"). In the case that the requirements for Approved
          102 Options are not met, then the Approved 102 Options may be regarded
          as Unapproved 102 Options, all in accordance with the provisions of
          Section 102.

     6.2  All of the rights attached to the Shares issued upon the exercise of
          Approved 102 Options, including without limitation dividend in shares,
          shall be subject to the same tax treatment as the treatment to which
          such Approved 102 Options are subject.


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     6.3  Notwithstanding anything to the contrary, the Trustee shall not make
          any transaction or take any action with respect to Approved 102
          Options or any Shares allocated or issued upon exercise of Approved
          102 Options, and will not transfer, assign, release, pledge or
          mortgage such Shares, other than by will or by operation of law, prior
          to the full payment of the Optionee's tax liabilities arising from
          Approved 102 Options which were granted to the Optionee and/or any
          Shares allocated or issued upon exercise of such Options. If such
          Options or Shares have been transferred by will or by operation of
          law, the provisions of Section 102 will apply with respect to the
          heirs or the transferees of the Optionee.

     6.4  Without derogating from the provisions of Section 14 below, with
          respect to any Approved 102 Option, subject to the provisions of
          Section 102, an Optionee shall not sell or release from trust any
          Share received upon the exercise of an Approved 102 Option and/or any
          share received subsequently following any realization of rights,
          including without limitation, bonus shares, until the lapse of the
          Section 102 Period. Notwithstanding the above, if any such sale or
          release occurs during the Section 102 Period, the sanctions under
          Section 102 shall apply to, and shall be borne by, such Optionee.

     6.5  Upon receipt of Approved 102 Option, the Optionee undertakes to
          release the Trustee and the Company from any liability in respect of
          any action or decision duly taken and bona fide executed by the
          Trustee or the Company in relation with this Option Plan, or any
          Approved 102 Option or Share granted or issued to the Optionee
          hereunder.

7.   SHARES RESERVED FOR THE OPTION PLAN; RESTRICTION THEREON

     7.1  Subject to adjustments as set forth in Section 9 below, a total of
          90,000 (ninety thousand) Shares shall be reserved and authorized for
          the purpose of the Option Plan and other share option plans which the
          Company may adopt from time to time. Any Shares which 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 or under the Company's other share
          option plans.

     7.2  Each Option granted pursuant to the Option Plan, shall be evidenced by
          a written Option Agreement between the Company and the Optionee, in
          such form as the Board or the Committee shall from time to time
          approve. Each Option Agreement shall state, among other matters, the
          number of Shares to which the Option relates, the type of Option
          granted thereunder (whether a CGO, OIO, Unapproved 102 Option or a
          Section 3(i) Option), the vesting dates, the Purchase Price per share,
          the Expiration Date and such other terms and conditions as the
          Committee or the Board in its discretion may prescribe, provided that
          they are consistent with this Option Plan.


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8.   PURCHASE PRICE

     8.1  The Purchase 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. Each
          Option Agreement shall contain the Purchase Price determined for each
          Optionee.

     8.2  The Purchase Price shall be payable upon the exercise of the Option in
          a form satisfactory to the Committee, 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.

9.   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:

     9.1  In the event of a Transaction, the unexercised Options then
          outstanding under the Option Plan shall be assumed or substituted for
          the Shares subject to the unexercised portions of such outstanding
          Options for 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) as were distributed to the shareholders of
          the Company in respect of the Transaction, and appropriate adjustments
          shall be made in the Purchase Price per share to reflect such action,
          and all other terms and conditions of the Option Agreements, such as
          the Vesting Dates, shall remain in force, all as will be determined by
          the Committee, whose determination shall be final.

     9.2  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 9.1 above, the
          Successor Company (or parent or subsidiary of the Successor Company)
          does not agree to assume or substitute for the Options, the Vesting
          Dates shall be accelerated so that any unvested Option or any portion
          thereof shall be immediately vested as of the date which is ten (10)
          days prior to the effective date of the Transaction.


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     9.3  For the purposes of section 9.1 above, an Option shall be considered
          assumed or substituted if, following the Transaction, the Option
          confers the right to purchase or receive, for each Share underlying an
          Option immediately prior to the Transaction, the consideration
          (whether shares, options, cash, or other securities or property)
          received in the Transaction by holders of shares held on the effective
          date of the Transaction (and if such holders were offered a choice of
          consideration, the type of consideration chosen by the holders of a
          majority of the outstanding shares); provided, however, that if such
          consideration received in the Transaction is not solely ordinary
          shares (or their equivalent) of the Successor Company (or its parent
          or subsidiary), the Committee may, with the consent of the Successor
          Company, provide for the consideration to be received upon the
          exercise of the Option to be solely ordinary shares (or their
          equivalent) of the Successor Company (or its parent or subsidiary)
          equal in Fair Market Value to the per Share consideration received by
          holders of a majority of the outstanding shares in the Transaction;
          and provided further that the Committee may determine, in its
          discretion, that in lieu of such assumption or substitution of Options
          for options of the Successor Company or its parent or subsidiary, such
          Options will be substituted for any other type of asset or property
          including cash which is fair under the circumstances.

     9.4  If the Company is voluntarily liquidated or dissolved while
          unexercised Options remain outstanding under the Option Plan, the
          Company shall immediately notify all unexercised Option holders of
          such liquidation, and the Option holders shall then have ten (10) days
          to exercise any unexercised Option held by them at that time, without
          regard to their Vesting Dates, in accordance with the exercise
          procedure set forth herein. Upon the expiration of such ten-days
          period, all remaining outstanding Options will terminate immediately.

     9.5  If the outstanding shares of the Company shall at anytime be changed
          or exchanged by declaration of a share dividend, share 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 theretofore granted, and the Purchase Prices,
          shall be appropriately and equitably adjusted so as to maintain the
          proportionate number of Shares without changing the aggregate Purchase
          Price, provided, however, that no adjustment shall be made by reason
          of the distribution of subscription rights (rights offering) on
          outstanding shares. Upon occurrence of any of the foregoing, the class
          and aggregate number of Shares issuable pursuant to the Option Plan
          (as set forth in Section 7 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.


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10.  TERM AND EXERCISE OF OPTIONS

     10.1 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, if applicable, by the Trustee and conforming with Section
          102, which exercise shall be effective upon receipt of such notice by
          the Company at its principal office and payment of the Purchase Price.
          The notice shall specify the number of Shares with respect to which
          the Option is being exercised.

     10.2 Options, to the extent not previously exercised, shall terminate
          forthwith upon the earlier of: (i) the date set forth in the Option
          Agreement, but no later than ten (10) years from the Date of Grant;
          and (ii) the expiration of any extended period in any of the events
          set forth in Section 10.5 below (the "EXPIRATION DATE").

     10.3 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
          vested and excercisable, prior to the Expiration Date, and provided
          that, subject to the provisions of Section 10.5 below, the Optionee is
          an employee of the Company or providing services to the Company, or
          any of its Affiliates, at all times during the period beginning with
          the granting of the Option and ending upon the date of exercise.

     10.4 Subject to the provisions of Section 10.5 below, in the event of
          termination of Optionee's employment or services, with the Company or
          any of its Affiliates, all Options granted to him will immediately
          terminate. A notice of termination of employment or service shall be
          deemed to constitute termination of employment or service. For the
          avoidance of doubt, in case of such termination of employment or
          service, the unvested portion of the Optionee's Option shall not vest
          and shall not become exercisable.

     10.5 Notwithstanding anything to the contrary herein above and unless
          otherwise determined in the Optionee's Option Agreement, an Option may
          be exercised after the date of termination of Optionee's employment or
          service with the Company or any of its Affiliates 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 Dates of the Options, if:

          (i)  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;


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          (ii) termination is without Cause, 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, but only with
               respect to the number of shares purchasable at the time of such
               termination, according to the Vesting Dates of the Options; or

          (iii) 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 after the
               date of termination, but only with respect to the number of
               Options already vested at the time of such termination according
               to the Vesting Dates of the Options.

          For avoidance of any doubt, if termination of employment or service is
          for Cause, any outstanding unexercised Option (whether vested or
          non-vested), will immediately expire and terminate, and the Optionee
          shall not have any right in connection to such outstanding Options.

     10.6 The holders of Options shall not have any of the rights or privileges
          of shareholders of the Company in respect of any Shares purchasable
          upon the exercise of any part of an Option, nor shall they be deemed
          to be a class of shareholders or creditors of the Company for purpose
          of the operation of sections 350 and 351 of the Companies Law or any
          successor to such section, until registration of the Optionee as
          holder of such Shares in the Company's register of shareholders upon
          exercise of the Option in accordance with the provisions of the Option
          Plan, but in case of Options and Shares held by the Trustee, subject
          to the provisions of Section 6 of the Option Plan.

     10.7 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.

11.  VESTING OF OPTIONS

     Subject to provisions of this Option Plan, each Option shall vest following
     the Vesting Dates and for the number of Shares as shall be provided in the
     Option Agreement. However, no Option shall be exercisable after the
     Expiration Date.

     An Option may be subject to such other terms and conditions on the time or
     times when it may be exercised as the Board may deem appropriate. The
     vesting provisions of individual Options may vary.


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12.  PURCHASE FOR INVESTMENT

     The Company's obligation to issue or allocate Shares upon exercise of an
     Option granted under the Option Plan is expressly conditioned upon (a) the
     Company's completion of any registration or other qualifications of such
     Shares under all applicable laws, rules and regulations or (b)
     representations and undertakings by the Optionee (or his legal
     representative, heir or legatee, in the event of the Optionee's death) to
     assure that the sale of the Shares complies with any registration exemption
     requirements which the Company in its sole discretion shall deem necessary
     or advisable. Such required representations and undertakings may include
     representations and agreements that such Optionee (or his legal
     representative, heir, or legatee): (x) is purchasing such Shares for
     investment and not with any present intention of selling or otherwise
     disposing thereof; and (y) agrees to have placed upon the face and reverse
     of any certificates evidencing such Shares a legend setting forth (i) any
     representations and undertakings which such Optionee has given to the
     Company or a reference thereto and (ii) that, prior to effecting any sale
     or other disposition of any such Shares, the Optionee must furnish to the
     Company an opinion of counsel, satisfactory to the Company, that such sale
     or disposition will not violate the applicable requirements of any
     applicable laws

13.  DIVIDENDS

     With respect to all Shares (in contrary to unexercised Options) issued upon
     the exercise of Options purchased by the Optionee and held by the Optionee
     or the Trustee, as the case may be, the Optionee shall be entitled to
     receive dividends distributed with respect to the Shares, subject to the
     Articles of Association and subject to any applicable taxation on
     distribution of dividends, and when applicable, subject to the provisions
     of Section 102.

14.  RESTRICTIONS ON ASSIGNABILITY AND SALE OF OPTIONS

     No Option or any right with respect thereto, purchasable hereunder, whether
     fully paid or not, shall be assignable, transferable or given as collateral
     or any right with respect to them given to any third party whatsoever, and
     during the lifetime of the Optionee each and all of such Optionee's rights
     to purchase Shares hereunder shall be exercisable only by the Optionee.

     Any such action made directly or indirectly, for an immediate validation or
     for a future one, shall be void.

     As long as the Shares are held by the Trustee on behalf of the Optionee,
     all rights of the Optionee over the Options and Shares issued upon exercise
     thereof are personal, cannot be transferred, sold, assigned, pledged,
     hypothecated, disposed of or mortgaged, other than by will or laws of
     descent and distribution.

15.  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 (10) years from such day of
     adoption.


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     The Company shall obtain the approval of the Company's shareholders for the
     adoption of this Option Plan or for any amendment to this Option Plan, if
     shareholders' approval is necessary or desirable to comply with any
     applicable law including without limitation the US securities laws or the
     securities laws of other jurisdiction applicable to Options granted to
     Optionees under this Option Plan, or if shareholders' approval is required
     by any authority or by any governmental agencies or national securities
     exchanges including without limitation the US Securities and Exchange
     Commission.

16.  AMENDMENTS OR TERMINATION

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

17.  GOVERNMENT REGULATIONS

     The Option Plan, and the granting and exercise of Options hereunder, and
     the obligation of the Company to sell and deliver Shares or cash 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,
     as amended, and the Ordinance and to such approvals by any governmental
     agencies or national securities exchanges as may be required. Nothing
     herein shall be deemed to require the Company to register the Shares under
     the securities laws of any jurisdiction.

18.  CONTINUANCE OF EMPLOYMENT OR SERVICES

     Neither the Option Plan nor the Option Agreement with the Optionee shall
     impose any obligation on the Company or an Affiliate thereof, to continue
     any Optionee in its employ 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 or service of the Company or an Affiliate
     thereof or to restrict the right of the Company or an Affiliate thereof to
     terminate such employment or service at any time.

19.  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.


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20.  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 and/or, its Affiliates, the Trustee or the Optionee),
     hereunder, shall be borne solely by the Optionee. The Company and/or, its
     Affiliates 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/or its Affiliates and/or 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.


     As a condition to the exercise of the Options, release of the Shares by the
     Trustee (if applicable), sale or transfer of an Option or Share, the
     Optionee shall make such arrangements as the Board or the Committee may
     require for the satisfaction of any federal, state, local or foreign
     withholding tax and any other payment obligations that may arise in
     connection with such exercise, sale or transfer. The Optionee shall also
     make such arrangements as the Board or the Committee may require for the
     satisfaction of any federal, state, local or foreign withholding tax and
     any other payment obligations that may arise in connection with the
     disposition of Shares acquired by exercising an Option.

     In the event that Employee's employment with the Company or any Affiliate
     has ceased and such Employee was granted an Unapproved 102 Option, then as
     a condition to the exercise of the Unapproved 102 Options under the terms
     of the Option Plan, such Employee shall be required to deposit with the
     Company and/or its Affiliate an amount of money or such security or
     guarantee which is necessary to discharge such Employee's tax obligations
     with respect to such Unapproved 102 Options.

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

21.  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 or services 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.


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22.  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 Board may also
     grant more than one Option to a given Optionee during the term of the
     Option Plan, either in addition to, or in substitution for, one or more
     Options previously granted to that Optionee.

23.  INTEGRATION OF SECTION 102

     With regards to Approved 102 Options, the provisions of the Option Plan and
     the Option Agreement shall be subject to the provisions of Section 102, and
     the said provisions shall be deemed an integral part of the Option Plan and
     of the Option Agreement.


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