EXHIBIT 4.17









                          HEALTHCARE TECHNOLOGIES LTD.


                                    THE 2003
                            ISRAELI SHARE OPTION PLAN


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                                TABLE OF CONTENTS

1.   PURPOSE OF THE ISOP

2.   DEFINITIONS

3.   ADMINISTRATION OF THE ISOP

4.   DESIGNATION OF PARTICIPANTS

5.   DESIGNATION OF OPTIONS PURSUANT TO SECTION 102

6.   TRUSTEE

7.   SHARES RESERVED FOR THE ISOP

8.   PURCHASE PRICE

9.   ADJUSTMENTS

10.  TERM AND EXERCISE OF OPTIONS

11.  VESTING OF OPTIONS

12.  PURCHASE FOR INVESTMENT

13.  DIVIDENDS

14.  RESTRICTIONS ON ASSIGNABILITY AND SALE OF OPTIONS

15.  EFFECTIVE DATE AND DURATION OF THE ISOP

16.  AMENDMENTS OR TERMINATION

17.  GOVERNMENT REGULATIONS

18.  CONTINUANCE OF EMPLOYMENT

19.  GOVERNING LAW & JURISDICTION

20.  TAX CONSEQUENCES

21.  NON-EXCLUSIVITY OF THE ISOP

22.  MULTIPLE AGREEMENTS

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     This Plan, as amended from time to time, shall be known as the Healthcare
     Technologies Ltd. 2003 Israeli Share Option Plan (THE "ISOP").

1.   PURPOSE OF THE ISOP

     The ISOP is intended to provide an incentive to retain, in the employ of
     Healthcare Technologies Ltd. (the "COMPANY") and its Affiliates (as defined
     below), persons of training, experience, and ability, to attract new
     employees, directors or consultants, 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 ISOP.

2.   DEFINITIONS

For purposes of the ISOP 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  "BOARD" means the Board of Directors of the Company.

2.4  "CAPITAL GAIN OPTION" or "CGO" as defined in Section 5.4 below.

2.5  "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 chief executive officer, the Board or the Optionee's direct
     supervisor, 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 Board to be
     materially detrimental to the Company.

2.6  "CHAIRMAN" means the chairman of the Committee.

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 Healthcare Technologies Ltd, an Israeli company.

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2.9  "COMPANIES LAW" means the Israeli Companies Law 5759-1999.

2.10 "CONTROLLING SHAREHOLDER" shall have the meaning ascribed to it 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 "EMPLOYEE" means a person who is employed by the Company or its Affiliates,
     including an individual who is serving as a director or an office holder,
     but excluding Controlling Shareholder.

2.13 "EXPIRATION DATE" means the date upon which an Option shall expire, as set
     forth in Section 10.3 of the ISOP.

2.14 "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.

2.15 "ISOP" means this 2003 Israeli Share Option Plan.

2.16 "ITA" means the Israeli Tax Authorities.

2.17 "NON-EMPLOYEE" means a consultant, adviser, service provider, Controlling
     Shareholder or any other person who is not an Employee.

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2.18 "ORDINARY INCOME OPTION" or "OIO" as defined in Section 5.5 below.

2.19 "OPTION" means an option to purchase one or more Shares of the Company
     pursuant to the ISOP.

2.20 "102 OPTION" means any Option granted to Employees pursuant to Section 102
     of the Ordinance.

2.21 "3(I) OPTION" means an Option granted pursuant to Section 3(i) of the
     Ordinance to any person who is Non- Employee.

2.22 "OPTIONEE" means a person who receives or holds an Option under the ISOP.

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

2.24 "ORDINANCE" means the Israeli Income Tax Ordinance [New Version] 1961 as
     now in effect or as hereafter amended.

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

2.26 "SECTION 102" means section 102 of the Ordinance as now in effect or as
     hereafter amended.

2.27 "SHARE" means the ordinary shares, NIS 0.04 par value each, of the Company.

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

2.29 "TRANSACTION" means (i) merger, 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.

2.30 "TRUSTEE" means any individual appointed by the Company to serve as a
     trustee and approved by the ITA, all in accordance with the provisions of
     Section 102(a) of the Ordinance.

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

2.32 "VESTED OPTION" means any Option, which has already been vested according
     to the Vesting Dates.

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 ISOP.

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3.   ADMINISTRATION OF THE ISOP

     The Board shall have the power to administer the ISOP 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 residual authority if no Committee shall
     be constituted or if such Committee shall cease to operate for any reason.


     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
     ISOP while serving on the Committee, unless otherwise specified herein.

     The Committee shall have full power and authority to recommend to the Board
     and the Board shall have the 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 interpret the
     provisions and supervise the administration of the ISOP; (v) to determine
     the Fair Market value of the Shares; (vi) make an election as to the type
     of Approved 102 Option; (vii) to designate the type of Options , and (vii)
     to determine any other matter which is necessary or desirable for, or
     incidental to administration of the ISOP.


     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 hereof in accordance with section 112(a)(5) of
     the Companies Law.


     The Board shall have the authority to grant, in its discretion, to the
     holder of an outstanding Option, in exchange for the surrender and
     cancellation of such Option, a new Option having a purchase price 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 Board may prescribe in accordance with the provisions of the ISOP.

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     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 ISOP 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 and signed by all of the officers then in office shall be fully
     effective as if it had been made at a meeting duly held.

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

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     Subject to the Company's 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 ISOP 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 Company's 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 ISOP as Optionees shall
     include any Employees and/or Non-Employees of the Company or of any
     Affiliate; provided, however, that (i) Employees may only be granted 102
     Options; (ii) Non-Employees may only be granted 3(i) Options; and (iii)
     Controlling Shareholders may only be granted 3(i) Options.




     The grant of an Option hereunder shall neither entitle the Optionee to
     participate nor disqualify him from participating in, any other grant of
     Options pursuant to the ISOP or any other option or share plan of the
     Company or any of its affiliates.

     Anything in the ISOP 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 in accordance with
     the provisions of the Companies Law, as in effect from time to time.



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.

5.2  The grant of Approved 102 Options shall be made under this ISOP adopted by
     the Board as described in Section 15 below, and shall be conditioned upon
     the approval of this ISOP by the ITA.

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

5.4  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) shall be referred to herein as CGO.

5.5  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) shall be referred to herein as OIO.

5.6  The Company's election of the type of Approved 102 Options as CGO or OIO
     granted to Employees (the "ELECTION"), shall be appropriately filed with
     the ITA before the Date of Grant of an Approved 102 Option. Such Election
     shall become effective beginning the first Date of Grant of an Approved 102
     Option under this ISOP and shall remain in effect until the end of the year
     following the year during which the Company first granted Approved 102
     Options. The Election shall obligate the Company to grant ONLY the type of
     Approved 102 Option it has elected, and shall apply to all Optionees who
     were granted Approved 102 Options during the period indicated herein, 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 from
     granting Unapproved 102 Options simultaneously.

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

5.8  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 of the Ordinance and the regulations promulgated thereunder.

5.9  With regards to Approved 102 Options, the provisions of the ISOP and/or the
     Option Agreement shall be subject to the provisions of Section 102 and the
     Tax Assessing Officer's permit, and the said provisions and permit shall be
     deemed an integral part of the ISOP and of the Option Agreement. Any
     provision of Section 102 and/or the said permit which is necessary in order
     to receive and/or to keep any tax benefit pursuant to Section 102, which is
     not expressly specified in the ISOP or the Option Agreement, shall be
     considered binding upon the Company and the Optionees.

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6.   TRUSTEE

6.1  Approved 102 Options which shall be granted under the ISOP and/or any
     Shares 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 allocated or
     issued to the Trustee and held for the benefit of the Optionees for such
     period of time as required by Section 102 or any regulations, rules or
     orders or procedures promulgated thereunder (the "HOLDING PERIOD"). In the
     case the requirements for Approved 102 Options are not met, then the
     Approved 102 Options may be treated as Unapproved 102 Options, all in
     accordance with the provisions of Section 102 and regulations promulgated
     thereunder.

6.2  Notwithstanding anything to the contrary, the Trustee shall not release any
     Shares allocated or issued upon exercise of Approved 102 Options prior to
     the full payment of the Optionee's tax liabilities arising from Approved
     102 Options which were granted to him and/or any Shares allocated or issued
     upon exercise of such Options.

6.3  With respect to any Approved 102 Option, subject to the provisions of
     Section 102 and any rules or regulation or orders or procedures promulgated
     thereunder, 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 Holding Period
     required under Section 102 of the Ordinance. Notwithstanding the above, if
     any such sale or release occurs during the Holding Period, the sanctions
     under Section 102 of the Ordinance and under any rules or regulation or
     orders or procedures promulgated thereunder shall apply to and shall be
     borne by such Optionee.

6.4  Upon receipt of Approved 102 Option, the Optionee will sign an undertaking
     to release the Trustee from any liability in respect of any action or
     decision duly taken and bona fide executed in relation with the ISOP, or
     any Approved 102 Option or Share granted to him thereunder.


7.   SHARES RESERVED FOR THE ISOP; RESTRICTION THEREON

     7.1  The Company has reserved 377,500 (three hundred seventy seven thousand
          and five hundred) authorized but unissued Shares for the purposes of
          the ISOP, subject to adjustment as set forth in paragraph 8 below. Any
          of such Shares which may remain in trust and which are not subject to
          outstanding Options at the termination of the ISOP shall cease to be
          reserved for the purpose of the ISOP, but until termination of the
          ISOP the Company shall at all times reserve sufficient number of
          Shares to meet the requirements of the ISOP. 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 ISOP.

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     7.2  Each Option granted pursuant to the ISOP, shall be evidenced by an
          Option Agreement, in such form as the Board or the Committee shall
          from time to time approve. Each Option Agreement shall state, inter-
          alia, the number of Shares to which the Option relates and the type of
          Option granted thereunder (whether a CGO, OIO, Unapproved 102 Option
          or a 3(I) Option).

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, and in
          no event not less then the nominal value of the share underlying the
          Option. Each Option Agreement will 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 ISOP shall be adjusted as hereafter
     provided:

     9.1  In the event of a Transaction while unexercised Options remain
          outstanding under the ISOP (the "UNEXERCISED OPTIONS"), each
          Unexercised Option shall be assumed or there shall be substituted for
          the Shares subject to the Unexercised Options 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) which
          were distributed to the shareholders of the Company in respect of such
          shares, and appropriate adjustments shall be made in the Purchase
          Price per share to reflect such action, 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, unless
          the Board or the Committee determines otherwise with respect to
          certain Option Agreements, there shall be a clause in each Option
          Agreement 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 shall be immediately vested in full as of the date ten (10)
          days prior to the effective date of such Transaction.

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     9.3  For the purposes of section 9.1 above, the Option shall be considered
          assumed or substituted if, following the Transaction, the Option
          confers the right to purchase or receive, for each Share of Optioned
          Shares immediately prior to the Transaction, the consideration
          (whether shares, options, cash, or other securities or property)
          received in the Transaction by holders of Shares for each Share 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 merger or
          acquisition 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 and subject to Board approval, 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 liquidated or dissolved while unexercised Options
          remain outstanding under the ISOP, then the Board, in its own
          discretion, may determine that all such outstanding Options may be
          exercised in full by the Optionees as of the effective date of any
          such liquidation or dissolution of the Company without regard to the
          vesting provisions of Paragraph 9(2) of the ISOP. If the Board
          determines that the outstanding Options may be exercised, all such
          outstanding Options may be exercised in full by the Optionees giving
          notice in writing to the Company of their intention to so exercise.

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     9.5  If the outstanding shares of the Company shall at any time be changed
          or exchanged by declaration of a share dividend (bonus shares), 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 the ISOP
          or subject to any Options therefore 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 share. Upon occurrence of any of the foregoing, the class
          and aggregate number of Shares issuable pursuant to the ISOP (as set
          forth in paragraph 6 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.

     9.6  Anything herein to the contrary notwithstanding, in case of a
          Transaction, all or substantially all of the shares of the Company are
          to be exchanged for securities of another Company, then each Optionee
          shall be obliged to sell or exchange, as the case may be, any Shares
          such Optionee purchased under the ISOP, in accordance with the
          instructions in connection with the Transaction which were issued by
          the Board, whose determination shall be final.


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 the Trustee and when applicable, in accordance with the
          requirements of Section 102, which exercise shall be effective upon
          receipt of such notice by the Company at its principal office. The
          notice shall specify the number of Shares with respect to which the
          Option is being exercised.

     10.2 Each Option granted under the ISOP shall be exercisable following the
          Vesting Dates and subject to the provisions of the ISOP for the number
          of Shares as shall be provided in Exhibit B to the Option Agreement.
          However no Option shall be exercisable after the Expiration Date.

     10.3 Options, to the extent not previously exercised, shall terminate
          forthwith upon the earlier of: (i) the date set forth in the Option
          Agreement; and (ii) the expiration of any extended period in any of
          the events set forth in section 10.6 below.

     10.4 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 10.6 below, the Optionee is
          an employee or provides 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.

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     10.5 Subject to the provisions of Section 10.6 below, in the event of
          termination of Optionee's employment or service with the Company or
          any of its Affiliates, all Options granted to him will immediately be
          expired. A notice of termination of employment shall be deemed to
          constitute termination of employment.

     10.6 Notwithstanding anything to the contrary hereinabove, an Option may be
          exercised after the date of termination of Optionee's employment or
          service with the Company or any Affiliate of the Company 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) 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, (ii) 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 from the date of termination, or (iii) prior to the
          date of such termination, the Board 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.



     10.7 To avoid doubt, 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 ISOP.

     10.8 Any form of Option Agreement authorized by the ISOP may contain such
          other provisions as the Committee may, from time to time, deem
          advisable.

     10.9 With respect to Unapproved 102 Option, if the Optionee ceases to be
          employed by the Company or any Affiliate, the Optionee shall extend to
          the Company and/or its Affiliate a security or guarantee for the
          payment of tax due at the time of sale of Shares, all in accordance
          with the provisions of Section 102 and the rules, regulation or orders
          promulgated thereunder.

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11.  VESTING OF OPTIONS

     The total number of Shares subject to an Option may, but need not, vest and
     therefore become exercisable in periodic installments that may, but need
     not, be equal. The Option may be subject to such other terms and conditions
     on the time or times when it may be exercised (which may be based on
     performance or other criteria) as the Board may deem appropriate. The
     vesting provisions of individual Options may vary.

12.  PURCHASE FOR INVESTMENT

     The Company's obligation to issue or allocate Shares upon exercise of an
     Option granted under the ISOP 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): (a) is purchasing such Shares for
     investment and not with any present intention of selling or otherwise
     disposing thereof; and (b) 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 by the Trustee, as the case may be, the Optionee shall be entitled to
     receive dividends in accordance with the quantity of such Shares, and
     subject to any applicable taxation on distribution of dividends, and when
     applicable subject to the provisions of Section 102 and the rules,
     regulations or orders promulgated thereunder.

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14.  ASSIGNABILITY AND SALE OF OPTIONS

     No Option, 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 in favor of the Optionee,
     then all rights the last possesses over the Shares are personal, cannot be
     transferred, assigned, pledged or mortgaged, other than by will or laws of
     descent and distribution.

15.  TERM OF THE ISOP

     The ISOP shall be effective, subject to approval by the general meeting of
     the company's shareholders, as of the day it was adopted by the Board and
     shall terminate at the end of five years from such day of adoption.

     The Company shall obtain the approval of the Company's shareholders for the
     adoption of this ISOP or for any amendment to this ISOP, if shareholders'
     approval is necessary or desirable to comply with any applicable law
     including without limitation the US securities law or the securities laws
     of other jurisdiction applicable to Options granted to Optionees under this
     ISOP, 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, but after consultation with the Trustee, amend,
     alter, suspend or terminate the ISOP. No amendment, alteration, suspension
     or termination of the ISOP shall impair the rights of any Optionee, unless
     mutually agreed otherwise between the Optionee and the Committee, which
     agreement must be in writing and signed by the Optionee and the Company.
     Termination of the ISOP shall not affect the Committee's ability to
     exercise the powers granted to it hereunder with respect to Options granted
     under the ISOP prior to the date of such termination.

17.  GOVERNMENT REGULATIONS

     The ISOP, and the granting and exercise of Options hereunder, and the
     obligation of the Company to sell and deliver Shares 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, 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.

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18.  CONTINUANCE OF EMPLOYMENT OR HIRED SERVICES

     Neither the ISOP 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 the hiring by the Company of the Optionee's
     services and nothing in the ISOP 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 restrict the right of the
     Company or an Affiliate thereof to terminate such employment or service
     hiring at any time.

19.  GOVERNING LAW & JURISDICTION

     The ISOP 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 the ISOP.

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.

     The Committee and/or 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 ISOP

     The adoption of the ISOP 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 share Options otherwise then under the ISOP,
     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, 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
     ISOP 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 ISOP, either in
     addition to, or in substitution for, one or more Options previously granted
     to that Optionee.