SB-2











Exhibit 10.1  



FUTURE IT INC 

SHARE OPTION PLAN 



2007 SHARE OPTION PLAN 



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SHARE OPTION PLAN 



TABLE OF CONTENTS 



	 	
	 	
	 	
	1.  PURPOSE 	3 
	2.  DEFINITION 	3 
	3.  ADMINISTRATION 	5 
	4.  DESIGNATION OF PARTICIPANTS 	6 
	5.  DESIGNATION OF OPTIONS PURSUANT TO SECTION 102 	6 
	6. TRUSTEE 	7 
	7.  SHARES RESERVED 	8 
	8.  ISSUANCE PRICE 	9 
	9.  ADJUSTMENTS 	9 
	10.  TERM AND EXERCISE OF OPTIONS 	11 
	11.  VESTING OF OPTION 	12 
	12.  SHARES SUBJECT TO RIGHT OT FIRST REFUSAL 	12 
	13.  DIVIDENDS 	13 
	14.  RESTRICTIONS ON ASSINGNABILITY AND SALE OF OPTIONS 	13 
	15.  EFECTIVE DATE AND DURATION 	14 
	16.  AMENDMENTS OR TERMINATION 	14 
	17.  GOVERNMENT REGULATIONS 	14 
	18.  CONTINUANCE OF EMPLOYMENT 	14 
	19.  GOVERNING LAW & JURISDICTION 	15 
	20.  TAX CONSEQUENCES 	15 
	21.  NON-EXCLUSIVITY 	15 
	22.  MULLTIPLE AGREEMENTS 	15 






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This plan, as amended from time to time, shall be known as Share Option Plan (the "ESOP"). 





	  	1. 	PURPOSE 






	 	
The
ESOP is  intended  to  provide  an  incentive  to  retain,  in the  employ of the
 Company  and its          Affiliates  (as  defined  below),  persons  of  training,
 experience,  and  ability,  to  attract  new          employees,  to encourage the sense
of  proprietorship  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 ESOP. 








	  	2.  	DEFINITIONS 






	 	
For
 purposes  of the ESOP 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 (CGO)" as defined in Section 5.4 below.  






	 	         2.5 	"Chairman" means the chairman of the Committee.  






	 	         2.6 	"Committee" means a Share option compensation committee appointed by the Board which shall
consist of no fewer than two members of the Board.  






	 	         2.7 	"Company" means FUTURE IT INC.  






	 	         2.8 	"Controlling
Shareholder" shall have the meaning ascribed to it in section 32(9) of the
Ordinance.  






	 	         2.9 	"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.  






	 	         2.10 	"Employee"
 means a person who is employed by the Company or its Affiliates pursuant to an
employment contract, including an individual who is serving as a
director or an office holder, but excluding a Controlling Shareholder.  






	 	         2.11 	"Expiration
date" means the date upon which an Option shall expire, as set forth in Section
10.2 of the ESOP.  






	 	         2.12 	"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. 






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Prior
to time of  determination,  as reported in the Wall Street  Journal or such other source
                  as he 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. 






	 	         2.13 	"IPO"
 means the initial public offering of the Company's shares.  






	 	         2.14 	"ESOP"
 means this Share Option Plan.  






	 	         2.15 	"ITA"
 means the Israeli Tax Authorities.  






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






	 	         2.17 	"Ordinary
Income Option (OIO)" as defined in Section 5.5 below.  






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






	 	         2.19 	"102
Option" means any Option granted to Employees pursuant to Section 102 of the Ordinance.  






	 	         2.20 	"3(i)
Option" means an Option granted pursuant to Section 3 (i) of Ordinance to any person
who is Non-Employee.  






	 	         2.21 	"Optionee"
 means a person who receives or holds an Option under ESOP.  






	 	         2.22 	"Option
Agreement" means the Share option agreement between the Company and an Optionee
that sets out the terms and conditions of an Option.  






	 	         2.23 	"Ordinance"
 means the 1961 Israeli Income Tax Ordinance (New Version) 1961 as now in effect
or as hereafter amended.  






	 	         2.24 	"Issuance
Price" means the price for each Share subject to an Option which price; can not
be below the par value of a Share.  






	 	         2.25 	"Section
102" means section 102 of the Ordinance as now in effect or as hereafter amended.  






	 	         2.26 	"Share"
 means the ordinary shares, 0.0001 USD par value, of the Company.  






	 	         2.27 	"Successor
Company" means any entity the Company is merged to or is acquired by, in which
the Company is not surviving entity.  






	 	         2.28 	"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.  






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






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






	 	         2.31 	"Vested
Option" means any Option, which has already been vested according to the Vesting
Dates.  






	 	         2.32 	"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 ESOP.  








	  	3.  	ADMINISTRATION
OF THE ESOP 






	 	3.1 	The
Board or the Committee  shall have the power to administer  the ESOP, all as provided by
applicable               law and in the  Company's  incorporation  documents.
 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. 






	 	3.2 	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
              advisable, all in accordance with applicable law. 






	 	3.3 	The
 Committee  shall have the full power and  authority,  subject to  approval  of the Board
to extent               required  under  applicable law or under the Company's  Articles
of Association  to: (i) designate               optionees;  (ii)  determine  the  terms
 and  provisions  of  the  respective  Option  Agreements,               including,  but
not limited to, the number of Options to be granted to each  Optionee,  the number
              of Shares to be covered by each  Option,  provisions  concerning  the time
and extent to which the               Options may be exercised and the nature and
duration of restrictions as to the  transferability or               restrictions
 constituting  substantial  risk of forfeiture  and to cancel or suspend  awards,  as
              necessary;  (iii) determine the Fair Market Value of the Shares to be
covered by each Option; (iv)               make an election as to the type of 102
Approved  Option;  and (v)  designate  the type of Options.               (vi) alter any
 restrictions  and conditions of any Options or Shares subject to any Options (vii)
              interpret the  provisions  and supervise the  administration  of the ESOP;
 (viii)  accelerate the               right of an Optionee to exercise in whole,  any
 previously  granted  Option;  (ix)  determine the               Purchase Price of the
Option; (x) prescribe,  amend and rescind rules and regulations  relating to
              the ESOP; and (xi) make all other determinations  deemed necessary or
advisable for administration               of the ESOP. 






	 	3.4 	The
Board or the Committee shall have the authority to grant,  at its  discretion,  to the
holder of an               outstanding  Option,  in exchange for  surrender  and
 cancellation  of such Option,  a new Option               having a purchase
              price  equal  to,  lower  than or  higher  than the  Purchase  Price  of
the  original  Option  so               surrendered  and  canceled  and  containing  such
other terms and  conditions  as the Board or the               Committee may prescribe in
accordance with provisions of the ESOP. 






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	 	3.5 	Subject
to the Company's  Articles of  Association  and  applicable  law, all decisions and
 selections               made by the  Board or the  Committee  pursuant  to the
 provisions  of the  ESOP  shall be made by               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 Company's  Articles of Association,  as the same               may be
in effect from time to time. 






	 	3.6 	The
 interpretation  and  construction  by the Committee of any provisions of the ESOP or of
any Option               Agreement thereunder shall be final and conclusive unless
otherwise determined by the Board. 






	 	3.7 	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 applicable  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               omission to act in  connection  with the ESOP
unless  arising out of such members own fraud or bad               faith,  to 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 any agreement,  any               vote of shareholder of the Company or
disinterested directors, insurance policy or otherwise. 








	  	4.  	DESIGNATION
OF PARTICIPANTS 






	 	4.1 	The
persons  eligible for  participation  in the ESOP as Optionees  shall  include any
Employees of the               Company or of any  Affiliate;  provided,  however,  that
(i)  Employees  may only be  granted  102               Options and (ii)Non  Employees
and Employees who qualify as Controlling  Shareholders  may only be               granted
3 (i) Options. 






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






	 	4.3 	Anything
 in ESOP to the  contrary  notwithstanding,  all  grants of Options  to  directors  and
office               holders shall be authorized and  implemented in accordance  with the
provisions of the Articles of               Association and any applicable 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  Options               or Approved 102 Options. 






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






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






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	 	5.4 	Approved
102 Option elected and designated by the Company to qualify under the capital
gain tax treatment in accordance with 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 ESOP 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 Option 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
Option shall               be subject to 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 ESOP 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 ESOP and of the Option  Agreement.               Any  provisions of
Section 102 and/or the said permit which  necessary in order to receive  and/or
              to keep any tax benefit  pursuant to Section 102, which is not expressly
 specified in the ESOP or               the Option Agreement, shall be considered binding
upon the Company and the Optionees 






	 	5.10 	The
Approved  102 Options  will  automatically  without any notice  being  required  expire
in case the               Employee is no longer contracted as employee with the Company
or an Affiliate.  In such event, the               remuneration for the Employee in case
of expiration of the Approved 102               Options will be similar to price for
which the Employee has originally purchased the Options; 








	  	6.  	TRUSTEE 






	 	6.1 	Approved
102 Options which shall be granted under ESOP 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 Employee and
held by 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 Option, all
in accordance with the provisions of Section 102 and regulations
promulgated thereunder.  






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	 	6.2 	Notwithstanding
 anything to the  contrary,  Shares will only be issued by the Company upon exercise of
              Approved  102 Options  after the full payment by the Optionee 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               regulations or orders  procedures  promulgated  thereunder,  an
Optionee shall not sell or release               from trust any Shares,  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  the release
the Trustee               from any  liability  in respect of any action or  decision
 duly taken and bona fide  executed  in               relation with the ESOP, or any
Approved 102 Option or Share granted to him thereunder. 








	  	7.  	SHARES
RESERVED FOR THE ESOP; RESTRICTION THEREON 






	 	7.1 	The
Company's  authorized  share capital amounts to 0.0001 USD consisting of 2,500,000
 ordinary shares               with a par value of 0.0001 USD each. At the date of ESOP,
 2,500,000 shares have been issued.  The               issuance  of shares over and above
the  authorized  share  capital  requires a  resolution  of the               general
 meeting of  shareholders  to  amendment  the  Articles of  Association  and  increase
the               authorized share capital.  In order to fullfill the  requirements
 under the ESOP the Company will               issue  2,500,000  new  ordinary  Shares
with a par value of 0.0001 USD each.  The Company  will be               obliged to issue
new shares to the  Optionee at the moment the option  right will be  exercised by
              the Optionee, in conformity with ESOP 






	 	7.2 	Each
Option  granted  pursuant to the ESOP,  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 3               (i) Option),  the Vesting Dates,  the
Issuance 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 ESOP. 






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	 	7.3 	Until
the consummation of an IPO, holders of Shares issued pursuant to this ESOP shall be
required at first demand of the Board to issue a suitable power of
attorney (the "PoA"), in the a form substantially similar to the model
PoA attached to this ESOP, such PoA to be assigned to the person or
persons designated by the Board. Such person or persons designated by the Board shall
be indemnified and held harmless by the Company against any cost or
expense (including counsel fees) reasonably incurred by him/her, or any
liability (including any sum paid in settlement of a claim with approval
of the Company) arising out of any act or omission to act in connection with
the voting of such PoA unless arising out of such member's own fraud or
bad faith, to the extent permitted by applicable law. Such
indemnification shall be addition to any rights of
indemnification the person(s) may have as a director or otherwise under
any agreement, any vote of shareholders or disinterested directors,
insurance policy or otherwise. Without derogating from the above, with
respect to Approved 102 Options, such shares shall be voted in accordance
with the provisions of Section 102 and any rules, regulations or orders
promulgated thereunder.  








	  	8.  	ISSUANCE
PRICE 






	 	8.1 	The
Issuance  Price of each Share  subject to an Option shall  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 will contain the Issuance Price               determined
for each Optionee. 






	 	8.2 	The
 Issuance  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,  provided that at least 25% of
              the par  value of any  Shares  issued  must be paid up on issue.
 Furthermore,  the  notarial  fee               involved  with the notarial deed of the
issuance of shares in the Company at the moment the Option               will be
 exercised  by the  Optionee,  will be due at the moment the Option will be granted to
the               Employee. This notarial fee will be payable to the Committee. 






	 	8.3 	The
Issuance  Price shall be  denominated in currency of primary  economic  environment  of,
either the               Company or the Optionnee (that is the functional  currency of
the Company or the currency in which               the Optionnee is paid) as determined
by the Company. 








	  	9.  	ADJUSTMENTS 






	 	
Upon
the occurrence of any of the following  described  events,  Optionee's rights to purchase
Shares under      the ESOP shall be adjusted as hereafter provided: 






	 	9.1 	In
the event of Transaction,  the unexercised  Options then outstanding under the ESOP shall
be assumed               or substituted 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 connection  and with respect to the  Transaction.  In
case of               such assumption  and/or  substitution  of Options,  appropriate
 adjustments  shall be made to the               Issuance Price so as to reflect such
action and all other terms and conditions of the Option               Agreements  shall
 remain  unchanged,  including  but not  limited to the  vesting  schedule,  all
              subject to the determination of the Committee or the Board, which
 determination shall be in their               sole discretion and final. The
              Company  shall  notify  the  Optionee  of the  Transaction  in such  form
and  method  as it deems               applicable at least ten (10) days prior to the
effective date of such Transaction. 






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	 	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               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,  all  unexercised  Options  shall expire  automatically
 without any notice being               required as of the date of Transaction. 






	 	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
(legally prescribed) 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  equal in Fair  Market  Value to the per  Share
 consideration  received  by               holders of majority of the  outstanding
 shares in  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 ESOP,  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               Vested  Option
held by them at the time,  in  accordance  with the  exercise  procedure  set forth
              herein.  Upon the  expiration  of such ten- days period,  all remaining
 outstanding  Options will               terminate automatically without further notice
being required immediately. 






	 	9.5 	If
the  outstanding  shares of the Company shall at any time be changed or exchanged by
 declaration of               the share dividend (bonus  shares),  share split,
 conversion,  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 the  Shares  subject  to the
ESOP or  subject  to any               Options therefore granted,  and the Issuance
Prices, shall be appropriately and equitably adjusted               so as to maintain the
 proportionate  number of Shares  without  changing the  aggregate  Issuance
              Pric provided,   however,  that  no  adjustment  shall  be  made  by
 reason  of  distribution  of               subscription  rights (rights offering) on
outstanding  shares in the capital of the Company.  Upon               the  occurrence
 of any of the  foregoing,  the class  and  aggregate  number  of Shares  issuable
              pursuant to the ESOP (a 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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	 	9.6 	Anything
 herein  to the  contrary  notwithstanding,  if  prior  to the  completion  of the  IPO
all or               substantially  all of the shares of the Company are to be sold, or
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 ESOP, in accordance with the
 instructions  issued by the Board               in connection with the Transaction,
whose determination shall be final. 






	 	9.7 	The
Optionee  acknowledges  that in the event that the Company's shares shall be registered
for trading               in any public market,  Optionee's rights to sell the Shares may
be subject to certain  limitations               (including a lock-up  period),  as will
be requested by the Company or its  underwriters,  and the               Optionee
unconditionally agrees and accepts any such limitations. 








	  	10.  	TERM
AND EXERCISE OF OPTIONS 






	 	10.1 	Options
shall be exercised by the Optionee by giving written notice to the Company and/or
to any third party designated by the Company (the "Representative"), in
such form and method as may be determined by the Company and when
applicable, by the Trustee in accordance with the requirements of Section
102, which exercise shall be effective upon receipt of such notice by the Company
and/or Representative and the payment of the Issuance Price at
the Company's or the Representative's principal office. The notice
shall specify the number of Shares with respect to which the Option is
being exercised. Shares shall be issued pursuant to a notarial deed of
issue to which the Company and the Optionee or the Trustee (as the case may be) are
a party, executed by a notary, within a reasonable time following
receipt by the Company of the exercise notice. The Optionee or the
Trustee (as the case may be) shall be required to execute the necessary
proxy to facilitate the execution of the notarial deed of issue. A release of
Shares by the Trustee following a lapse of the Holding Period required
under Section 102 of the Ordinance and subject to the payment of the tax
due, shall be effected through a notarial deed of transfer to which the
Company, the Optionee and the Trustee are a party, executed by a notary
within a reasonable time following the lapse of Holding Period.  






	 	10.2 	Options,
 to extent not previously  exercised,  shall  automatically  without any notice being
required               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 10.5 below (iii)               the termination of
the employment of Employee with the Company or an Affiliate. 






	 	10.3 	The
Options may only be exercised by the Optionee in whole,  and under no  circumstance in
part, at the               Vesting  Date to the  extent  that  the  Options  become
 vested  and  exercisable,  prior  to the               Expiration  Date, and provided
that,  subject to provisions of section 10.5 below, the Optionee is
              employed by 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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	 	10.4 	In
the event of termination of optionee's  employment,  for whatever cause,  with the
Company or any of               its Affiliates,  all Options or shares granted to such
Optionee will immediately and automatically               without any notice  being
 required  will  allocated to the company.  A notice of  termination  of
              employment by the Company or any of its  Affiliates  shall be deemed to
constitute  termination of               employment.  For the avoidance of doubt, in case
of such  termination of employment,  the unvested               portion of the
 Optionee's  Option shall not vest and shall be allocated to the  company.To  avoid
              doubt,  the holders of Options shall not be deemed owners of the Shares
issuable upon the exercise               of Options and shall not have any of the rights
or  privileges of  shareholders  of the Company in               respect of any Shares
 issuable  upon the  exercise  of the  Options,  until such Shares have been
              issued to the Optionee  upon  exercise of the Options in  accordance  with
the  provisions  of the               ESOP,  section  10.1  above and  applicable  law,
 but in case of Options  and Shares  held by the               Trustee, subject to the
provisions of Section 6 of the ESOP. 






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






	 	10.6 	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 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. 








	  	11.  	VESTING
OF OPTIONS 






	 	11.1 	Subject
to the  provisions of the ESOP,  each Option shall vest on 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. 






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








	  	12.  	SHARES
SUBJECT TO RIGHT OF FIRST REFUSAL 






	 	12.1 	Notwithstanding
 anything to the contrary in the Articles of  Association  of the Company,  none of the
              Optionee's shall have a right of first refusal in relation with any sale of
shares in the Company. 






	 	12.2 	Unless
otherwise determined by the Committee, until such time as the Company shall complete
an IPO, an Optionee shall not have the right to sell Shares issued upon
the exercise of an Option within six (6) months and one day of the date of
exercise of such Option or issuance of such Shares, whichever moment
is later in time. Unless otherwise determined by the Committee, until such time
as the Company shall complete an IPO, the sale of Shares issuable upon
the exercise of an Option shall be subject first to right of first refusal
of the existing shareholders of the Company, pro rata according to their
shareholding in the Company and in accordance with the Articles of
Association. To the extent not all Shares are sold pursuant to the right
of first refusal of the existing shareholders, the remaining Shares
are subject to a right of first refusal of the Repurchaser(s).
Repurchaser(s) means (i) the Company or an Affiliate designated by the Committee,
if permitted by applicable law Immediately following the procedure
described in the Articles of Association regarding the right of first
refusal of the existing shareholders, the Optionee shall give a notice to
sale (hereinafter the "Notice") to the Company in order to offer the Shares to
the Repurchaser(s).  






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	 	12.3 	The
Notice shall specify the name of each proposed purchaser or other transferee
(hereinafter the "Proposed Transferee"), the number of Shares
offered for sale, the price per Share and the payment terms. The
Repurchaser(s) will be entitled for thirty (30) days from the day of receipt
of the Notice (hereinafter the "Notice Period"), to purchase all or part
of the offered Shares on a pro rata basis based upon their respective
holdings in the Company.  






	 	12.4 	If
by the  end of  the  Notice  Period  not  all of the  offered  Shares  have  been
 purchased  by the               Repurchaser(s),  the Optionee  shall be entitled to sell
such Shares at any time during the ninety               (90) days following the end of
              the Notice Period on terms not more favorable than those set out in the
Notice,  provided that the               Proposed  Transferee agrees in writing that the
provisions of this section shall continue to apply               to the Shares in the
hands of such Proposed  Transferee.  Any sale of Shares issued under the ESOP
              or the Option Agreement shall be null and void. 








	  	13.  	DIVIDENDS 






	 	13.1 	With
 respect to all Shares (but  excluding,  for  avoidance  of any doubt,  any  unexercised
 Options)               allocated  or 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
 pro-rata to his holding of such  Shares,  subject to the  provisions  of the  Company's
              Articles of  Association  (and all amendments  thereto) 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. 








	  	14.  	RESTRICTIONS
ON ASSIGNABILITY AND SALE OF OPTIONS OR SHARES 






	 	14.1 	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,  except as  specifically
 allowed  under the ESOP,  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. 






	 	14.2 	As
long as the Shares are held by the  Trustee on behalf of the  Optionee,  all rights of
the  Optionee               in the Shares are personal,  can not be  transferred,
 assigned,  pledged,  mortgaged or otherwise               encumbered, other than
pursuant to laws of inheritance. 






	 	14.3 	If
 shareholders  having more than 50% of the voting  power in the Company  decide to sell
and transfer               their Shares to a third party,  the Optionee may then be
required by the Board or the Committee to               sell  and  transfer  all  its
 Shares  to  that  same  party  and  subsequently   join  with  such
              shareholder(s)  as a vendor of their Shares to such third party upon the
same terms and conditions               and at the same price per share at which such
 shareholders  sell their  Shares in the  Company to               the third party.  The
Optionee  should be informed about this sale and transfer by written notice,
              and subject to the payment of the tax liability. 






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	  	15.  	EFFECTIVE
DATE AND DURATION OF ESOP 






	 	
The
ESOP 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. 






	 	
The
Company  shall obtain the approval of the Company's  shareholders  for the adoption of
this ESOP or for      any  amendment  to this ESOP,  if  shareholders  approval  is
 necessary  or  desirable  to comply with any      applicable law including without
 limitation the US securities law or securities laws of other jurisdiction
     applicable to Options granted to Optionees under this ESOP, 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 my at any time,  but after  consultation  with the  Trustee,  amend,  alter,
 suspend,  extend or      terminate the ESOP. No amendment,  alteration,  suspension,
 extension or  termination of ESOP 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 ESOP
shall not      affect the  Committee's  ability to exercise  the powers  granted  under
to it  hereunder  with  respect to      Options granted under the ESOP prior to the date
of such termination. 








	  	17.  	GOVERNMENT
REGULATIONS 






	 	
The
ESOP,  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 State of Israel or of the
United States or any other State having  jurisdiction over the Company      and the
 Optionee,  including  the  registration  of Shares  under 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 securities laws of any
jurisdiction. 








	  	18.  	CONTINUANCE
OF EMPLOYMENT 






	 	
Neither
the ESOP nor the Option  Agreement  with the Optionee shall impose any obligation on the
Company or      a Subsidiary  thereof, to continue any Optionee in its employ and nothing
in the ESOP or any Option granted      pursuant  thereto  shall  confer upon any
 Optionee any right to continue in the employ of the Company or a      Subsidiary
 thereof  or  restrict  the right of the  Company or a  Subsidiary  thereof  to
 terminate  such      employment hiring at any time. 






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	  	19.  	GOVERNING
LAW & JURISDICTION 






	 	
The
ESOP 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
ESOP. 









	  	20.  	TAX
CONSEQUENCES 






	 	20.1 	In
 principle  any USA and Israeli tax  consequences  arising from the grant or exercise of
any Option,               from the payment for Shares  covered  thereby  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. 






	 	20.2 	The
Company  and/or the Trustee  shall not be required to issue or transfer  any Share (as
the case may               be) to an Optionee until all required payments have been fully
made. 








	  	21.  	NON-EXCLUSIVITY
OF THE ESOP 






	 	
The
 adoption of the ESOP 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
 Options  otherwise  than  under  the ESOP,  and such  arrangements  may be either
 applicable      generally or only un 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. 









	  	22.  	MULTIPLE
AGREEMENTS 






	 	
The
terms of each Option may differ  other  Options  granted  under ESOP 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 ESOP,      either in addition to, or in substitution
for, one or more Options previously granted to that Optionee. 






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