GENESIS DEVELOPMENT AND CONSTRUCTION LTD.

                          GENERAL MANAGERS OPTION PLAN

A.   NAME AND PURPOSE

     1.   Name:  This plan, as amended from time to time,  shall be known as the
          Genesis Development and Construction General Managers Option Plan (the
          "Plan").

     2.   Purpose:  The purpose and intent of the Plan is to provide  incentives
          and   rewards  to  general   managers  of  Genesis   Development   and
          Construction  Ltd. (the  "Company")  and any of its  subsidiaries,  to
          encourage  them to  enter  into  and  continue  in the  employ  of the
          Company,  by providing  them with  opportunities  to purchase  Class A
          Ordinary  Shares,  nominal  value 0.1 New  Israeli  Shekels  each (the
          "Shares") of the Company, pursuant to this Plan, which was approved by
          the Board of Directors of the Company  (the  "Board"),  and thus as to
          acquire an interest in the long term success of the Company.

          Board  believes  that as such,  the Plan will promote the interests of
          the Company and its stockholders.

B.   GENERAL TERMS AND CONDITIONS OF THE PLAN

     1.   Administration:

     1.1  The Plan will be administered by the Board or by a committee appointed
          by the Board (the "Committee"),  which, if appointed,  will consist of
          such number of Directors of the Company as may be fixed,  from time to
          time,  by the  Board.  If a  Committee  is  not  appointed,  the  term
          "Committee",  whenever  used  herein,  shall  mean the  Board,  unless
          otherwise  determined by the Company's  Articles of  Association.  The
          Board shall  appoint the  members of the  Committee,  may from time to
          time remove  members  from, or add members to, the Committee and shall
          fill vacancies in the Committee however caused.

     1.2  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 present  members of the
          Committee, at a meeting at which a majority of its members is present,
          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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     1.3  Subject  to the  general  terms  and  conditions  of  this  Plan,  the
          Committee shall, have the full authority in its discretion,  from time
          to time and at any time,  to  administer  the Plan and to exercise all
          the powers and authorities either specifically granted to it under the
          Plan or which it deems necessary, or advisable, or incidental,  to the
          administration  of  the  Plan,  including,   without  limitation,  the
          authority to determine (i) the persons ("Grantees") to whom options to
          purchase Shares Option(s)") shall be granted and the number of Options
          granted to each Grantee,  (ii) the number of Shares to which an Option
          may  relate,  (iii)  the  time or times  at  which  the same  shall be
          granted, (iv) the schedule and conditions on which such Options may be
          exercised  and on which such Shares shall be paid for,  including  the
          exercise  price  of an  Option,  (v) to what  extent  and  under  what
          circumstances  an  Option  may  be  settled,   cancelled,   forfeited,
          exchanged or  surrendered  and (vi) to construe and interpret the Plan
          and any Option.

     1.4  The Committee may determine that any options granted  pursuant to this
          Plan  would be  non-transferable  and  non-assignable,  or limit  such
          restriction  to a period of time which will not exceed three (3) years
          from the Date of Grant,  and/or that the Shares underlying the Options
          would not be transferable or assignable  during a period of time which
          will not  exceed  the later of (i)  three  (3) years  from the Date of
          Grant or (ii) one (1) year from the date of  exercise  of the  Option.

          Such  restrictions,  if any, must be described in the Grant Instrument
          (as defined herein).

          Subject to the terms of an Option,  no transfer of an Option  shall be
          effective  and bind the  Company  unless the  Company  shall have been
          furnished with (i) a written notice of the transfer and (ii) a written
          agreement by the transferee to comply with the  obligations and duties
          imposed on the Grantee according to this Plan and the applicable Grant
          Instrument. The term "Grantee" shall include, mutatis mutandis, such a
          transferee.

     1.5  Subject to applicable  laws,  the Committee  may, at any time and from
          time to time,  suspend,  terminate,  revise  or amend  the Plan in any
          respect. In no event may any action of the Company alter or impair the
          fights of a Grantee,  without the  Grantee's  consent under any Option
          previously granted to the Grantee.

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     1.6  The  Committee  may,  in its sole  and  absolute  discretion,  without
          amendment to the Plan, accelerate the date on which any Option granted
          under the Plan becomes exercisable,  waive or amend the application of
          Plan  provisions  with  respect  to  exercise  after   termination  of
          employment  or otherwise  adjust any of the terms of such  Option.

     1.7  No member of the Board or of the Committee shall be liable for any act
          or omission or  determination  made in good faith with  respect to the
          Plan or any Option granted thereunder.

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

2.   Eligible Grantees:

     The  Committee,  at its sole  discretion,  may grant Options to any general
     manager of Company and/or its  subsidiaries;  provided that no Option shall
     be  granted  to Eli Aran and Moshe  Schnapp.  Anything  in this Plan to the
     contrary notwithstanding,  all grants of Options to shareholders, Directors
     or "Office  Holders" - as such term is  defined  in the  Israeli  Companies
     Ordinance (New Version), 1983, as amended from time to time (the "Companies
     Ordinance"),  shall be authorized and  implemented  only in accordance with
     the provisions of the Companies Ordinance or any other applicable law.

     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  stock plan or stock
     option plan of the Company or its subsidiaries.

3.   Shares Subject to the Plan:

     3.1  Shares Available for Options

          The Company has reserved 1,000,000  authorized but unissued Shares for
          purposes of the Plan subject to adjustments as provided in Section 3.2
          hereof.

          All Shares under the Plan, in respect of which the right  hereunder of
          a Grantee to  purchase  the same  shall,  for any  reason,  terminate,
          expire or otherwise cease to exist, shall again be available for grant
          through Options under the Plan.

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     3.2  Adjustment Upon Changes in Capitalization

          Upon the  Occurrence  of any  increase  or  decrease  in the number of
          issued  shares of the Company  resulting  from a stock split,  reverse
          stock split,  combination or reclassification of shares or the payment
          of a stock  dividend  (bonus  shares)  with  respect to the  Company's
          shares,  or rights offering or other  substantially  similar corporate
          transaction  or event,  the Company  shall make any and all  equitable
          changes or adjustments  necessary and  appropriate in order to prevent
          dilution  or  enlargement  of the rights of  Grantees  under the Plan,
          relating to any or all of (1) the number and kind of Shares  issued or
          issuable  in respect  of  outstanding  Options,  and (2) 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,  and (3) the
          Exercise Price relating to any Option.  Such adjustments shall be made
          by the Committee,  whose determination in that respect shall be final,
          binding and conclusive.

4.   Grant of Options:

     4.1  The  Committee  in its  discretion  may award to  Grantees  Options to
          purchase Shares in the Company available under the Plan.

     4.2  The  effective  date of the grant of an Option  (the  "Date of Grant")
          shall be the date  specified  by the  Committee  in its  determination
          relating to the award of such Option.  The  Committee  shall  promptly
          give the Grantee written notice of the grant of an Option.

     4.3  Each Option  Granted  under the Plan shall be  evidenced  by a written
          instrument  signed by the Company and accepted by the  Grantee,  which
          shall be  accompanied  by a copy of this Plan and shall  contain  such
          provisions  as  the  Committee,  in  its  sole  discretion,  may  deem
          necessary or desirable (the "Grant Instrument").

          By accepting an Option,  a Grantee  thereby  agrees that the Option on
          shall be subject to all the terms and  provisions of this Plan and the
          applicable Grant Instrument.

     4.4  The Grant  Instrument  shall state,  inter alia,  the number of Shares
          covered  thereby,  the dates  when the Option  may be  exercised,  the
          Exercise  Price,  and such other terms and conditions as the Committee
          at its  discretion  may  prescribe,  provided that they are consistent
          with this Plan.
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5.   Exercise Price:

     The Committee,  at its sole discretion,  shall determine the exercise price
     per share of the Options;  provided that the exercise price per share shall
     not be less than 70% of the  average  closing  price,  as  reported  by The
     Nasdaq Stock  Market,  Inc.,  of the Class A Ordinary  Shares during the 90
     calendar days prior to the date of grant.

6.   Exercise of Options:

     6.1  Options shall be  exercisable  pursuant to the terms and conditions of
          the Plan and the applicable Grant Instrument

     6.2  The  exercise  of  an Option  shall  be  made  by a written  notice of
          exercise  (the "Notice of  Exercise")  delivered by the Grantee to the
          Company at its  principal  executive  office,  to the attention of its
          Secretary, no less than one business day in advance of the date of the
          proposed exercise.  The Notice of Exercise shall be accompanied by the
          relevant Grant  Instrument and shall specify the number of Shares with
          respect  to  which  the  Option  is being  exercised,  the date of the
          proposed exercise and such other terms and conditions as the Committee
          shall prescribe from time to time, and shall be signed by the Grantee.
          Payment for the Shares  purchased upon the exercise of an Option shall
          be made on the date of such exercise by either of the following means:
          in cash,  by certified  check or bank  cashier's  check payable to the
          order of the Company or wire  transfer to a bank account  specified by
          the Company,  or such other method of payment  acceptable and approved
          by the Company.

    6.3   An Option  may be  exercised  for all or any  portion of the Shares to
          which it is  exercisable  at the time of such  exercise.  The  partial
          exercise of an Option shall not cause the  expiration,  termination or
          cancellation  of  the  remaining   unexercised  portion  thereof.

    6.4   Exercise  of an Option  shall be for a whole  number of Shares  and no
          fractional  Shares  shall be issued or delivered  upon  exercise of an
          Option. The Committee shall determine whether cash, other Options,  or
          other  property  shall be  issued  or paid in lieu of such  fractional
          shares,  if any,  or  whether  such  fractional  shares or any  fights
          thereto shall be forfeited or otherwise  eliminated.

    6.5   Certificates for Shares purchased upon exercise of an Option should be
          issued in the name of the Grantee and delivered to the Grantee as soon
          as  practicable  following  the date on which the Option is exercised.

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    6.6   Without  derogating  from the rights and powers of the Committee under
          Section 4 hereof,  unless otherwise specified in the Grant Instrument,
          each  Option  under  the Plan  shall  be for a term of four (4)  years
          commencing  on the Date of  Grant.

          Anything   herein  to  the  contrary   notwithstanding,   but  without
          derogating from the provisions of Section 7 hereof,  if any Option has
          not been exercised and the Shares covered  thereby not paid for within
          four (4) years after the Date of Grant (or any other  period set forth
          in the Grant  Instrument),  such Option and the right to acquire  such
          Shares shall terminate, and all interests and rights of the Grantee in
          and to the same shall ipso facto expire.

     6.7  In the  event  of  the  proposed  dissolution  or  liquidation  of the
          Company,  each  Option  shall be  considered  exercised  prior to such
          action,  subject to the payment of the  Exercise  Price by the Grantee
          within 30 days of receiving  notice of such action from the Company or
          in its behalf.  In the event of a  consolidation  or the merger of the
          Company  with  or into  another  corporation,  each  Option  shall  be
          substituted  by  an  equivalent  option  or  stock  of  the  Company's
          successor  corporation  or a parent or  subsidiary  of such  successor
          corporation, or any other compensation determined by the Committee.

7.   Termination of Employment:

     7.1  In the event that the  employment of a Grantee with the Company or its
          subsidiaries  shall be  terminated  for any  reason  other  than those
          specified in section 7.2 hereunder,  then the Options  granted to such
          Grantee shall expire upon such termination,

     7.2  In the event that the  employment of a Grantee with the Company or its
          subsidiaries  shall be  terminated  by the Company  without  Cause (as
          defined  hereinafter)  or for  reason of  Retirement,  Disability  (as
          defined  hereinafter)  or  death,  then the  Options  granted  to such
          Grantee shall remain  exercisable for the remainder of the term of the
          Option.

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     7.3  "Cause"  shall mean (i) the willful and the  continued  failure by the
          Grantee to  perform  his  duties  (including  the duty of care and the
          fiduciary   duty  as  set  forth  in  the  Companies   Ordinance)  and
          obligations  to the Company or its  subsidiaries  (other than any such
          failure   resulting  from  Retirement  or  Disability  as  hereinafter
          defined)  or (ii) the willful  engaging  by the Grantee in  misconduct
          which is injurious to the Company. For the purpose of this section, no
          act,  or  failure to act,  on a  Grantee's  part  shall be  considered
          "willful"  unless  done,  or omitted to be done,  by the  Grantee in a
          manner  inconsistent  with the  standard  of care  which a  reasonable
          officer  at his  position  would have  applied  in the  circumstances,
          and/or  with lack of good  faith and not in the best  interest  of the
          Company.  Notwithstanding  the above,  an act or omission by a Grantee
          shall not be deemed  "willful"  if the Company had approved the action
          or omission of the Grantee,  in  accordance  to the  provisions of the
          Companies  Ordinance  including  Sections  96-41  and  96-44  thereof.

          "Disability"  shall  mean  any  physical  or  mental  condition  which
          qualifies  a Grantee  for a  disability  benefit  under  the  National
          Insurance Law  [Consolidated  Version],  1995,  as amended,  and which
          prevents the Grantee from  continuing the work in his, or a comparable
          position.  Determination  of a Disability shall be made by a physician
          selected by the Grantee and approved by the Committee.

          "Retirement" shall mean the termination of a Grantee's employment as a
          result of his  reaching  the legal age for  retirement  or the age for
          retirement specified in his employment agreement,

8.   Rights as a Shareholder:

     8.1  No person shall have any rights as a  shareholder  with respect to any
          Shares  covered by or relating  to any  Option,  until the date of the
          allotment of such Shares.

     8.2  All Shares issued upon the exercise of Options  granted under the Plan
          shall entitle the Grantee  thereof to receive  dividends  with respect
          thereto,  and to vote the same at any meeting of the  shareholders  of
          the  Company,  and all other  fights  attached to the Class A Ordinary
          Shares of the  Company as set in the  Articles of  Association  of the
          Company.

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 9.  Term of Plan:

     The Plan shall become  effective on the date on which it will be authorized
     by the general meeting of the shareholders of the Company, and shall expire
     on December 21, 2008, except as to Options outstanding on that date.

10.  Tax Consequences:

     All tax  consequences  under any  applicable  law arising from the grant or
     exercise of any Option, from the payment for, or the subsequent disposition
     of, Shares  covered  thereby or from any other event or act (of the Company
     or the Grantee) in  connection  with any of the  foregoing,  shall be borne
     solely by the Grantee, and the Grantee shall indemnify the Company and hold
     it  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 payments made to the Grantee.

11.  Miscellaneous:

     11.1 Continuance of Employment: Neither the Plan nor the grant of an Option
          thereunder  shall impose any obligation on the Company to continue the
          employment  of any  Grantee,  and nothing in the Plan or in any Option
          granted  pursuant  thereto  shall be  deemed  as  conferring  upon any
          Grantee  any  fight to  continue  in the  employ  of the  Company,  or
          restrict the fight of the Company to terminate such  employment at any
          time.

     11.2 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.

     11.3 Multiple  Agreements:   There  is  no  obligation  for  uniformity  of
          treatment for  Grantees,  and 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 the
          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.

     11.4 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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