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                                                                    EXHIBIT 4.11

FREE TRANSLATION FROM HEBREW
                           DELTA GALIL INDUSTRIES LTD.
                          (In this Plan "THE COMPANY")
                              CHAPTER A - PREAMBLE

1.     GENERAL
       The Company is registered in Israel and its securities are traded on The
       Tel-Aviv Stock Exchange Ltd. (in this Plan: "THE TASE"). The American
       Depositary Shares (ADS) of the Company are traded in the U.S.A. by means
       of the Nasdaq National Market (in this Plan "NASDAQ").

       The Options offered to employees in accordance with this Plan will not be
       registered for trade on any stock exchange. The Shares that shall result
       from the exercise of the Options offered to employees in accordance with
       this Plan will be registered for trade on the TASE like the existing
       shares of the paid up share capital of the Company; and may be converted
       to ADS traded on NASDAQ in accordance with the rules applicable there.

2.     PERMITS AND APPROVALS
       The Company has received from the Israel Securities Authority an
       exemption from the provisions of The Securities Law - 1968 with regard to
       the offer of securities to employees of the Company in Israel, because
       the Rules as to the allotment of shares on NASDAQ apply on the Company.

       The Company shall apply to the TASE in order to obtain the TASE's
       approval to register for trade on the TASE the shares to be allotted upon
       exercise of the Options (hereinafter "TASE APPROVAL").


                   CHAPTER B - THE OFFER TO ENTITLED EMPLOYEES

3.     THE EMPLOYEES' OPTION PLAN
       The objects of the Option Plan are participation of the employees in the
       success of the Company and the creation of an incentive for the employees
       to contribute to the success of the Company that expresses itself, inter
       alia, in the price at which the shares of the Company are traded on the
       TASE. The Plan is also intended to give an incentive to the employees to
       tie their future with the future of the Company for several years, thus
       enabling the Company to rely on skilled professional manpower of its
       employees for an extended period, while encouraging an aspiration for
       excellence and rewarding its employees for investing effort and ability
       in their work for the Company. The Plan constitutes an additional element
       in the existing rewards system. The Plan is intended for employees who
       are in the full time employ of the Company and/or its subsidiaries.

4.     THE SECURITIES OFFERED TO THE EMPLOYEES

       (a)  On May 9, 2006, the Board of Directors of the Company decided to
            approve an Option Plan in accordance with which up to 1,100,000
            Options may from time to time be allotted to employees of the
            Company and of its subsidiaries without consideration.

       (b)  the same meeting the Board of Directors of the company decided to
            allot without consideration pursuant to the Plan, out of the total
            quantity of Options available for allotment pursuant thereto,
            668,652 Options to employees of the Company and of its subsidiaries
            whose identity and the quantity to be allocated to each of them were
            determined in the resolution (hereinafter in this Plan collectively
            referred to as "THE ENTITLED EMPLOYEES" or "THE OFFER RECIPIENTS").
            The Entitled Employees do not include interested parties by virtue
            of their shareholdings in the Company or employees who will become
            interested parties as a result of the

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                                      -2-

            exercise of all the non-negotiable Options held by them and which
            are offered to them in accordance with this Plan.

       (c)  The number of Options to which each of the Entitled Employees shall
            be entitled to, was determined by the Board of Directors of the
            Company in accordance with the potential of his future contribution
            to the Company, his seniority, his management responsibility and/or
            his professionalism and professional excellence.

            (1)   With regard to 10 senior employees (hereinafter "THE SENIOR
                  EMPLOYEES"), the Board decided that their entitlement to part
                  of the Options allotted to them will vest - pursuant to the
                  provisions of section 5(a) (4) hereafter, only if the profit
                  of the Company (before tax) in 2007 as shown in the audited
                  Financial Statements of the Company for that year (after
                  deduction of non-recurrent capital gains) will be not less
                  that 27.5 million US Dollars. (These Options will hereafter be
                  named "THE 2007 RESULTS CONDITIONED OPTIONS"). For the removal
                  of doubt it is clarified that if the profits of the Company in
                  2007 as aforesaid, are not less than the said amount, the
                  Senior Employees will be entitled to the entire quantity of
                  the 2007 Results Conditioned Options (pursuant to the
                  provisions of section 5(a) (4) hereafter), and if the profits
                  of the Company in 2007 are less than the said amount, the
                  Senior Employees will be not be entitled to any of the 2007
                  Results Conditioned Options.

            (2)   With regard to 9 employees from the Senior Employees, the
                  Board decided that their entitlement to another part of the
                  Options allotted to them will vest - pursuant to the
                  provisions of section 5(a) (5) hereafter, only if the profit
                  of the Company (before tax) in 2008 as shown in the audited
                  Financial Statements of the Company for that year (after
                  deduction of non-recurrent capital gains) will be not less
                  that 32.5 million US Dollars. (These Options will hereafter be
                  named "THE 2008 RESULTS CONDITIONED OPTIONS"). For the removal
                  of doubt it is clarified that if the profits of the Company in
                  2008 as aforesaid, are not less than the said amount, the
                  Senior Employees will be entitled to the entire quantity of
                  the 2008 Results Conditioned Options (pursuant to the
                  provisions of section 5(a) (5) hereafter), and if the profits
                  of the Company in 2008 are less than the said amount, the
                  Senior Employees will be not be entitled to any of the 2008
                  Results Conditioned Options

       (d)  The balance of the Options not yet allotted pursuant to the
            resolution of the Board (431,348 Options) to particular employees
            (which Options will also be held by the Trustee), are reserved from
            time to time in accordance with the principles of the Plan, to
            existing and/or future employees, who, at the time of the allotment
            or as a result thereof, do not hold 5% or more of the issued share
            capital of the Company. The identity of the employees and the number
            of Options to be allotted to such employees will be determined by
            the Board of Directors of the Company, in accordance with the
            recommendation of the CEO. The determining price for the purpose of
            determining the exercise price of the said Options will be as
            determined by the Board of Directors. The dates for exercise by such
            employees and the periods for exercise will be reckoned from the
            date of allotment of the Options to the employee.

       (e)  The Options may be exercised for Ordinary Shares of the Company of
            NIS 1 par value each ("THE EXERCISE SHARES"), in such manner that
            each Option may be exercised for one (1) Ordinary Share of NIS 1 par
            value each, pursuant to the exercise terms set out in this Plan,
            except if otherwise determined by the Board of Directors.

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                                      -3-

       (f)  The Options are not transferable by the Entitled Employees, and will
            not be registered for trade on any Stock Exchange.

                        CHAPTER 3 - DETAILS OF THE OFFER

5.     (a)  GRANT OF THE OPTIONS

            (1)      The Company will allot to ISOP Trust Company (hereinafter
                     "THE TRUSTEE"), 1,100,000 Options for the Entitled
                     Employees, within sixty (60) days of receipt of the TASE
                     approval and of receipt of other approvals required for the
                     Plan by Law, but in no event less than thirty (30) days
                     from the delivery of a notice to the Tax Commissioner
                     (hereinafter "THE DATE OF ALLOTMENT"). The Trustee will
                     hold the Options and will deal with them as follows.

            (2)      Subject to the other provisions of the Plan detailed
                     hereafter and subject to the blocking period of employees
                     to whom the Israel tax law is applicable as set out in
                     section 16 hereafter, the right of an Employee to exercise
                     the Options allotted to him (with the exception of those
                     Employees which will be subject to the provisions of
                     sub-section (3) below; the 2007 Results Conditioned Options
                     and the 2008 Results Conditioned Options to the extent that
                     the Employee has any such Options and in respect of which
                     the provisions of sub-section (4) or (5) below are
                     applicable) will vest as follows: one quarter of the
                     Options to which he is entitled as above will vest and may
                     be exercised at the end of one year from the Date of
                     Allotment ("THE FIRST PORTION" and "THE FIRST PORTION
                     ENTITLEMENT DATE"); the second quarter of the Options to
                     which he is entitled as above will vest and may be
                     exercised by the Employee at the end of two years from the
                     Date of Allotment ("THE SECOND PORTION" and "THE SECOND
                     PORTION ENTITLEMENT DATE"); the third quarter of the
                     Options to which he is entitled as aforesaid will vest and
                     may be exercised at the end of three years from the Date of
                     Allotment ("THE THIRD PORTION" and "THE THIRD PORTION
                     ENTITLEMENT DATE"); while the fourth quarter of the Options
                     to which he is entitled as aforesaid will vest and may be
                     exercised at the end of four years from the Date of
                     Allotment ("THE FOURTH PORTION" and "THE FOURTH PORTION
                     ENTITLEMENT DATE").

            (3)      Subject to the other provisions of the Plan detailed
                     hereafter and subject to the blocking period of employees
                     to whom the Israel tax law is applicable as set out in
                     section 16 hereafter, the right of some Employees [16
                     Employees which are entitled to 10,000 Options or more,
                     each (with the exception of the 2007 Results Conditioned
                     Options and the 2008 Results Conditioned Options to the
                     extent that the Employee has any such Options and in
                     respect of which the provisions of sub-section (4) or (5)
                     below are applicable] to exercise the Options allotted to
                     him will vest as follows: one third of the Options to which
                     he is entitled as above will vest and may be exercised at
                     the end of two years from the Date of Allotment ("THE FIRST
                     THIRD" and "THE FIRST THIRD ENTITLEMENT DATE"); the second
                     third of the Options to which he is entitled as above will
                     vest and may be exercised by the Employee at the end of
                     three years from the Date of Allotment ("THE SECOND THIRD"
                     and "THE SECOND THIRD ENTITLEMENT DATE); while the last
                     third of the Options to which he is entitled as aforesaid
                     will vest and may be exercised at the end of four years
                     from the Date of Allotment ("THE LAST THIRD" and "THE LAST
                     THIRD ENTITLEMENT DATE").

            (4)      Subject to the other provisions of the Plan detailed
                     hereafter and subject to the blocking period of employees
                     to whom the Israel tax law is applicable as set out in
                     section 16 hereafter, the right of any Senior Employee to
                     exercise the 2007 Results Conditioned Options allotted to
                     him will vest at the end of two years from the Date of
                     Allotment ("THE 2007 OPTIONS ENTITLEMENT DATE) and shall be
                     exercisable in 2 portions as set out in sub-section 5(b)(3)
                     below. For removal of doubt it is clarified

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                                      -4-

                     that if it should transpire that the trade results of the
                     company for 2007 (in accordance with the audited Financial
                     statements of the Company) do not entitle the senior
                     Employees to the 2007 Results Conditioned Options allotted
                     to the Trustee on for them [namely, if the profits of the
                     Company (before tax with deduction of non-recurrent capital
                     gains) is less that 27.5 million US Dollars], such Options
                     will expires and will not confer of those Employees any
                     rights vis-a-vis the Company. Notwithstanding the
                     aforesaid, if, after publication of the audited Financial
                     Statements of the Company for 2007, the accountants of the
                     Company should amend the Financial Statements in such
                     manner as may change the profits of the Company (whether
                     upwards or downwards), the entitlement of the Senior
                     Employees to the 2007 Results Conditioned Options will be
                     fixed in accordance with the figures of the Amended
                     Financial Statements as certified by the accounts of the
                     Company; provided however that the Employees will not be
                     required to return to the Company any shares actually
                     received by them (if any) prior to amendment of the
                     Financial Statements. A decision of the Board of Directors
                     or any committee of the Board as to entitlement of the
                     Senior Employees to the 2007 Results Conditioned Options
                     will be final and not be appealed by the Employees.

            (5)      Subject to the other provisions of the Plan detailed
                     hereafter and subject to the Blocking Period of employees
                     to whom the Israel tax law is applicable as set out in
                     section 16 hereafter, the right of any Senior Employee to
                     exercise the 2008 Results Conditioned Options allotted to
                     him will vest at the end of three years from the Date of
                     Allotment ("THE 2008 OPTIONS ENTITLEMENT DATE) and shall be
                     exercisable in 2 portions as set out in sub-section 5(b)(4)
                     below. For removal of doubt it is clarified that if it
                     should transpire that the trade results of the company for
                     2008 (in accordance with the audited Financial statements
                     of the Company) do not entitle the senior Employees to the
                     2008 Results Conditioned Options allotted to the Trustee on
                     for them [namely, if the profits of the Company (before tax
                     with deduction of non-recurrent capital gains) is less that
                     32.5 million US Dollars], such Options will expires and
                     will not confer of those Employees any rights vis-a-vis the
                     Company. Notwithstanding the aforesaid, if, after
                     publication of the audited Financial Statements of the
                     Company for 2008, the accountants of the Company should
                     amend the Financial Statements in such manner as may change
                     the profits of the Company (whether upwards or downwards),
                     the entitlement of the Senior Employees to the 2008 Results
                     Conditioned Options will be fixed in accordance with the
                     figures of the Amended Financial Statements as certified by
                     the accounts of the Company; provided however that the
                     Employees will not be required to return to the Company any
                     shares actually received by them (if any) prior to
                     amendment of the Financial Statements. A decision of the
                     Board of Directors or any committee of the Board as to
                     entitlement of the Senior Employees to the 2008 Results
                     Conditioned Options will be final and not be appealed by
                     the Employees.

            (6)      Notwithstanding the aforesaid in sub-sections (2) (3) (4)
                     and (5) above but subject to the provisions of section 16
                     hereafter, the Board of directors is entitled to determine
                     that the vesting period for entitlement of any Employee to
                     the Options allotted to him will be less than the vesting
                     period as fixed above and/or to allot to him options in a
                     lesser quantity of portions.

            (7)      The Options may be exercised by the Employee, on the
                     relevant dates as in sub-section (b) above, only if on the
                     date of entitlement to the relevant portion as provided in
                     section 5(a) (2); 5(a) (3) ; 5(a) (4) or 5 (a)(5) above, as
                     the case may be, he was an employee of the Company. If the
                     Employee was not employed by the Company on the date of
                     entitlement to such portion, the Options of such portion
                     and subsequent portions (including the 2007 Results
                     Conditioned Options and the 2007 Results Conditioned
                     Options) will be void and will not confer any right
                     vis-a-vis the Company.

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                                      -5-

       (b)  PERIODS AND CONDITIONS FOR EXERCISE OF THE OPTIONS

            (1)      After vesting of entitlement as in provided in section 5(a)
                     (2) above and subject to the other provisions of the Plan,
                     the said Options may be exercised, at any time, as per the
                     decision of the Offer Recipient, in whole or in part, as
                     follows:

                     (a)    The First Portion - during four years commencing on
                            the Date of Entitlement to the First Portion.

                     (b)    The Second Portion - during three years commencing
                            on the Date of Entitlement to the Second Portion.

                     (c)    The Third Portion - during three years commencing on
                            the Date of Entitlement to the Third Portion.

                     (d)    The Fourth Portion - during three years commencing
                            on the Date of Entitlement to the Fourth Portion.

            (2)      After vesting of entitlement as in provided in section 5(a)
                     (3) above and subject to the other provisions of the Plan,
                     the said Options may be exercised, at any time, as per the
                     decision of the Offer Recipient, in whole or in part, as
                     follows:

                     (a)    The First Third - during four years commencing on
                            the Date of Entitlement to the First Portion.

                     (b)    The Second Third - during three years commencing on
                            the Date of Entitlement to the Second Third.

                     (c)    The Last Third - during three years commencing on
                            the Date of Entitlement to the Third Portion.

            (3)      After vesting of entitlement as in provided in section 5(a)
                     (4) above and subject to the other provisions of the Plan,
                     the 2007 Results Conditioned Options may be exercised, at
                     any time, as per the decision of the Offer Recipient, in
                     whole or in part, as follows:

                     (a)    The First Half - during three years commencing on
                            the 2007 Options Entitlement Date.

                     (b)    The Second Half - during three years commencing
                            after one year from the 2007 Options Entitlement
                            Date.

            (4)      After vesting of entitlement as in provided in section 5(a)
                     (5) above and subject to the other provisions of the Plan,
                     the 2008 Results Conditioned Options may be exercised, at
                     any time, as per the decision of the Offer Recipient, in
                     whole or in part, as follows:

                     (a)    The First Half - during three years commencing on
                            the 2008 Options Entitlement Date.

                     (b)    The Second Half - during three years commencing
                            after one year from the 2008 Options Entitlement
                            Date.

                     (The   above periods in sections (1), (2) (3) and (4) are
                     referred to in this Plan as "THE EXERCISE PERIOD")

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                                      -6-

            (5)      Notwithstanding the aforesaid, the following conditions
                     shall apply to the exercise of the Options:

                     (a)    The Options may be exercised provided that at the
                            time of entitlement to those Options [as detailed in
                            section 5(a)(2); 5(a)(3); 5(a)(4) or 5(a)(5) above],
                            the Employee will be employed by the Company and
                            that during the period up to that time the Employee
                            has not terminated his employment in the Company
                            and/or has not given notice of termination of his
                            employment in the Company and/or has not received
                            notice of termination of his employment by the
                            Company. For the sake of caution it is hereby
                            clarified that such an Employee, whose entitlement
                            to any Portion vested previously, will be entitled
                            to exercise those Options even if at the actual time
                            of exercise he is not employed by the Company,
                            provided, however, that such Employee which will
                            cease to be employed by the Company for any reason
                            whatsoever, shall be entitled to exercise the
                            Options vested prior to the termination of his
                            employment - if not previously expired - within the
                            later of (1) 60 days after the date of termination
                            of employment or (2) 60 days after the expiration of
                            the Blocking Period, as hereinafter defined, but in
                            any event not later than the relevant Exercise
                            Period. Notwithstanding the above, a Senior Employee
                            which was granted 2007 Results Conditioned Options
                            or 2008 Results Conditioned Options, which will
                            cease to be employed by the Company after the 2007
                            Option Entitlement Date or after the 2008 Option
                            Entitlement Date but before the commencement of the
                            Exercise period for the second half of such
                            Conditioned Options, shall be entitled to exercise
                            the said Options which the Exercise Period thereof
                            commenced after the termination of employment - if
                            not previously expired - within 60 days after the
                            commencement of the Exercise Period for those
                            Options. An Option which the Employee is not
                            entitled to exercise pursuant to the provisions of
                            this sub-section will expire and will be void and
                            will not confer upon the Offer Recipient any right
                            whatsoever.

                     (b)    Notwithstanding the aforesaid in sub-section (a)
                            above, in the event of the death of the Offer
                            Recipient, or in the event of his retirement at age
                            65 onwards, or in the event of retirement for
                            reasons of disability, the Offer Recipient or his
                            legal successor, as the case may be, shall be
                            entitled to exercise the entire balance of the
                            Options allotted to him, including Options the date
                            of entitlement of which has not yet arrived, in part
                            or in whole - on the exercise dates fixed in the
                            Plan and in accordance with the provisions of the
                            Plan. The Company shall be entitled to require from
                            the successors legal documentation confirming their
                            rights in the estate of the Offer Recipient, a
                            written undertaking from the successor in title to
                            accept all the provisions of the Plan and any other
                            document required by the Company as proof of the
                            entitlement of the successors and so to ensure
                            compliance with the terms of the Plan by said
                            successors.

                     (c)    Notwithstanding the aforesaid in sub-section (a)
                            above, in exceptional cases, taking into
                            consideration the circumstances of each case, the
                            Board of Directors of the Company may, upon
                            recommendation of the CEO, permit an employee
                            subject to section 16 hereafter to exercise Options
                            in a quantity that exceeds the amount to which he is
                            entitled in accordance sub-section (a) above, but in
                            no event more than the quantity of Options allotted
                            to the employee.

                            For the purposes of this section - the expression
                            "COMPANY" [excluding for purposes of sub-section
                            (c)] includes also a subsidiary of the Company and
                            the expression "DISABILITY" shall be deemed to mean
                            inability of the

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                                      -7-

                            employee to engage in his duties as a result of
                            injury and/or illness for a period of at least six
                            months.

            (6)      The offer to the employees in accordance with this Plan or
                     any offer to employees who may become entitled in the
                     future shall not be construed as imposing upon the Company
                     an obligation to continue to employ the employee and/or as
                     limiting the Company from terminating the employment of the
                     employee and/or as conferring upon the employee the right
                     to continue to be employed by the Company.

            (7)      The Board of Directors of the Company may use existing
                     Options allotted to the Trustee, which entitlement of an
                     employee thereto has become void as mentioned in section
                     5(a) (7) above or for any other reason, for the purpose of
                     their re-allocation to other employees in accordance with
                     the principles of this Plan, in an amount equal to the
                     amount of Options the entitlement of exercise of which have
                     become void. The determining price for the purpose of
                     exercise of such Options shall be as fixed by the Board (in
                     accordance with approval by the tax authorities for re-use
                     of such options, if such approval is requisite). The dates
                     for exercise by such employees and the Exercise Periods
                     shall be counted starting on the new date of allotment of
                     the Options.

       (c)  OPTION PRICE AND EXERCISE PRICE

            (1)      The Options will be allotted to the Entitled Employees,
                     without consideration.

            (2)      The exercise price of each Option (hereinafter "THE
                     EXERCISE PRICE") will be paid to the Company at the time of
                     exercise. The Exercise Price will be fixed by the Board.
                     With regard to 668,652 Options that are the subject of the
                     decision of the Board dated May 9, 2006, the Board decided
                     that the Exercise Price of each Option will be [8.43] US
                     Dollars, as detailed in such decision (The Price of Delta`s
                     shares on TASE at the closing of May 11, 2006 converted to
                     U.S. dollars based on the exchange rate of the U.S. dollar
                     published by the Bank of Israel on that date). The time of
                     exercise will be the date on which a notice in writing of
                     the Option holder of his desire to exercise the Option,
                     subject to payment of the Exercise Price, arrives to the
                     Company ("THE EXERCISE DATE" and "THE EXERCISE NOTICE"),
                     provided that the Exercise Notice shall be delivered to the
                     Company during the Exercise Period. The Options may be
                     exercised in portions (starting from the termination of the
                     blocking period) and in such case the provisions of this
                     section will be applicable subject to the necessary
                     changes.

       (d)    REGISTRATION FOR TRADE OF THE EXERCISE SHARES

              Registration of the Exercise Shares on the TASE will be made
              shortly after the allotment thereof by the Company.


       (e)    RIGHTS OF THE EXERCISE SHARES

              The Exercise Shares will be equal in rights to the existing shares
              of the same class in the capital of the Company (Ordinary Shares
              of NIS 1 par value each), for all intents and purposes. The said
              shares will be entitled to any dividend or other bonus the Record
              Date for the receipt of which is on the Exercise Date or
              thereafter. For the removal of doubt it is clarified that for so
              long as the Options have not been exercises, the holders thereof
              will not be entitled to a dividend distributed to shareholders, if
              any, at any time prior to exercise.

6.     NOTICES TO ENTITLED EMPLOYEES

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                                      -8-


       (a)    Following the decision of the Board, the Company shall give each
              of the Entitled Employees a notice in writing as to the number of
              Options that he is entitled to receive within the framework of
              this Plan and as to the Exercise Price. If at the time of the
              decision of the Board there have not been received all of the
              approvals required for allotment (including approvals of the tax
              authorities), the Company will notify the employees accordingly.
              The Company shall furnish the Plan to each employee in Israel
              entitled to options under the Plan, or alternatively will make the
              Plan available for perusal in every work place at which Employees
              of the Company in Israel are employed in a sufficient quantity
              that will enable every interested employee to peruse the Plan.
              After filing S-8 Form with the SEC, the Company will furnish each
              employee in Israel entitled to Options under the Plan, the S-8
              Form, and will also furnish each employee who so desires all
              Appendices to S-8 Form, including any document to which reference
              is made directly or indirectly in S-8 Form, including appendices
              thereto. Alternatively the Company will make the S-8 Form
              available for perusal in every work place where employees of the
              Company in Israel entitled to Options are employed, in a
              sufficient quantity that will enable every employee interested to
              peruse the same, and will also provide the rest of the appendices
              to S-8 Form to any employee who might be interested. The Company
              will arrange for translation in Hebrew of the S-8 Form, if
              required.

       (b)    (1) Within 30 days after approval by the board of the audited
              Financial Statements of the Company for 2007, the Company will
              notify the Trustee whether or not the Senior Employees to whom
              2007 Result Conditioned Options were allotted are entitled to
              receive those Options, subject to the provisions of this Plan
              generally and the provisions of section 5(a) (4) above in
              particular.

              (2) Within 30 days after approval by the board of the audited
              Financial Statements of the Company for 2008, the Company will
              notify the Trustee whether or not the Senior Employees to whom
              2008 Result Conditioned Options were allotted are entitled to
              receive those Options, subject to the provisions of this Plan
              generally and the provisions of section 5(a) (5) above in
              particular.

       (c)    Each of the Entitled Employees will be required to sign an
              undertaking (hereinafter "THE UNDERTAKING") which will include the
              following main provisions: (i) a declaration of the employee as to
              his agreement to accept the Options offered to him and his
              agreement to all the provisions of this Plan, including but
              without derogating from the generality of the foregoing, his
              agreement to bear the cost of all tax liabilities and other
              compulsory payments that will ensue from the offer and allotment
              of the Options, the exercise thereof or sale of the Exercise
              Shares; (ii) the employee's undertaking to comply with the
              provisions of Israeli and US law regarding the prohibition of use
              of insider information of the Company; (iii) an undertaking of the
              employee to comply with the provisions of section 102 of The
              Income Tax (New Version) Ordinance 1961, as it may from time to
              time be amended, including regulations and/or rules and/or
              decisions and/or any other provisions issued or which may be
              issued by virtue thereof (hereinafter "THE INCOME TAX ORDINANCE"
              and "SECTION 102", as the case may be) including Income Tax rules
              (Tax Concessions for Allotment of Shares to Employees) - 2003
              (hereinafter "THE RULES" or "INCOME TAX RULES") and if he is not
              an Israeli employee, all relevant tax provisions applicable to
              him; (iv) an undertaking of the employee not to sell and not to
              remove from the trust the Exercised Shares before the end of the
              Blocking Period (if such exists). (v) An undertaking of the
              employee to comply with the procedure for exercise of the Options
              and sale of the Exercise Shares, as shall be agreed between the
              Company and the Trustee, and any additional provision of the trust
              agreement entered into between the Company and the Trustee.

       (d)    The right to receive the Option Warrants is granted to Entitled
              Employees personally and may not be transferred and/or assigned
              and/or waived in favor of any other person, including other
              Entitled Employees. Under the terms of the Plan no person, except
              for the

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                                      -9-

              Entitled Employee, shall have any rights whatsoever with regard to
              the Options allotted to the Entitled Employee under the Plan.


7.     EXERCISE OF THE OPTION WARRANTS

       (a)    If an employee wishes to exercise Options to which he entitled in
              accordance with this Plan, the employee shall submit to the
              Trustee, by means of the Company, an Exercise Application in a
              form to be determined by the Trustee and which may be obtained at
              the offices of the Company during the Exercise Period. The
              employee shall state in the Exercise Application how many Options
              that he wishes to exercise and shall also state his choice of one
              of the following alternatives:

              (1)    Exercise and instructions to the Trustee to hold the
                     Exercise Shares for him, in a Trust Account to be opened by
                     the Trustee for the employee;


              (2)    Exercise and instructions to the Trustee to sell forthwith
                     the Exercise Shares, in whole or in part, on behalf of the
                     employee as the employee may instruct;


              (3)   Exercise and instructions to the Trustee to transfer to the
                    Bank account of the employee the Exercise Shares registered
                    in the name of Bank Leumi LeIsrael Nominee Company Ltd.
                    ("THE NOMINEE COMPANY").

       (b)    The Trustee will check with the Company the entitlement of the
              employee to implementation of the instruction, and provided the
              Trustee shall receive confirmation in writing from the Company
              that the employee is indeed entitled to exercise the Options or to
              exercise the Options and to sell the Exercise Shares or to
              exercise the Options and to release the Exercise Shares, as the
              case may be, the Trustee shall act accordingly.

       (c)    If the employee chooses the alternative detailed in section
              7(a)(1) above, the employee shall furnish the Trustee with a
              confirmation in writing that the Company has received from the
              employee the Exercise Price of the Options to which the Exercise
              Notice relates. The Exercise Shares will be actually allotted in
              the name of the Trustee and shall registered in the name of the
              Trustee in the registers of the Company, or alternatively, will be
              allotted in the name of the Nominee Company and will be deposited
              in a Trust Account in the name of the Trustee.

       (d)    If the employee chooses the alternative stated in section 7(a)(2)
              above, namely a request to sell the Exercise Shares on his behalf
              subject to exercise of the Options, the employee shall furnish the
              Trustee with an instruction to sell the Exercise Shares on the
              TASE and to transfer to the Company the Exercise Price of the
              Options to which Exercise Notice relates. The employee shall also
              instruct the Trustee to deduct the amount of the tax (including
              National Insurance, Health Tax, and any other compulsory payment,
              if applicable) and other compulsory payments applicable to the
              employee in respect of the exercise of the Options and sale of the
              Shares. The Exercise Shares will in fact be allotted in the name
              of the Trustee and registered in the name of the Trustee in the
              registers of the Company or, alternatively, will be allotted in
              the name of the Nominee Company and transferred to the Trustee,
              pursuant to the provisions, if any, of the TASE. If the employee
              gives an Exercise Notice and notice for sale of the Exercise
              Shares, he will not be entitled to cancel the same if the exercise
              and/or the sale has been carried out already. If the Trustee
              receives the consideration for the sale, the Trustee will do as
              follows with the consideration: (1) Deduct from the consideration
              for the sale of the Shares the amount of Income Tax due by law and
              in accordance with certificates of the Income Tax Authorities as
              well as other compulsory payments applicable to the employee in
              respect of exercise of the Options and sale of the Shares, in
              amounts furnished to the Trustee by

<PAGE>

                                      -10-

              the Company, and the Trustee shall transfer such amounts to the
              authorities, as the case may be; (2) Deduct the Exercise Price
              from the consideration for the sale of the Shares, and transfer
              the same to the Company; (3) Deduct from the consideration for the
              sale of the Shares the commission due to the Trustee and to the
              selling broker in accordance with the provisions of the Agreement
              entered by the Company with the Trustee; (4) Transfer to the bank
              account of the employee the consideration of the sale, less the
              amounts specified in sections (1), (2) and (3) above.

       (e)    If the employee chooses the alternative detailed in section
              7(a)(3) above, namely a request that the Exercise Shares be
              transferred to him, the employee shall attach to the Exercise
              Notice, a written confirmation that the Company has received from
              the employee the exercise Price of the Options exercises, a
              confirmation of the Tax Commissioner certifying that the employee
              has paid the amount of Income Tax due from him in respect of the
              transfer of the Shares as above, pursuant to Section 102 or in
              accordance with any other law, together with confirmation by the
              Company that the employee has paid the other compulsory payments
              applicable to him. Within 15 business days thereafter, the Trustee
              will transfer the Exercise Shares to the Nominee Company to the
              credit of the employee, and the Company will apply to the TASE for
              registration of the said Exercise Shares on the TASE.

       (f)    The Company shall be entitled at any time to introduce changes in
              the exercise procedures and instructions for sale, to the extent
              required, at the discretion of the Company, in order to
              facilitate, to render efficient and to improve the exercise
              procedures, the exercise and the release as well as the exercise
              and the sale, and to make them better suitable to any changes
              which may be introduced in the Israeli and/or US laws, as well as
              in the light of the experience of such matters accumulated in the
              future by the Company. The Company shall furnish to the Entitled
              Employees notice of any such change to the extent that the
              relevant change concerns them. The changes will be made in
              coordination with the Trustee and subject to the provisions of
              Section 102 and the Regulations and Rules thereunder to the extent
              applicable to the relevant Offer Recipients.

       (g)    The provisions of this section (and all sub-sections thereof) will
              apply, with the changes required for sale on NASDAQ of ADSs of the
              Company that may be allotted to any of the Entitled Employee who
              may so wish, against the Exercise Shares, by means of a broker to
              be appointed by the Company and according to the conditions which
              shall be required at that time in respect of the same, by the
              broker or as per the conditions applicable to American Depositary
              Shares on NASDAQ and in accordance with the relevant tax laws
              which shall be applicable to the exercise and sale of those
              Options.

       (h)    The Ordinary Shares to be allotted upon exercise of the Options
              shall, as from the date of their allotment, be equal in all rights
              for all intents and purposes to the existing Ordinary Shares in
              the share capital of the Company, and inter alia will entitle the
              holder to full rights to distribution of dividends or other bonus,
              the Record Date for the distribution of which (ex date) occurs on
              the Exercise Date or thereafter.

       ADMINISTRATION OF PLAN

8.     (a)    Subject to provisions of law, the Board of Directors of the
              Company is authorized, at it absolute discretion, to make use of
              all powers and authorities that the Board deems in order to
              administer the Plan, including decision as to who will be the
              Offer Recipients pursuant to the Plan, decision on the number of
              Options allocated for each Offer Recipient and the Exercise Price
              of the Options.

       (b)    The Board or a committee appointed by the Board, is authorized,
              subject to provisions of law, to fix the time or times for
              allotment of the Options and any provisions or conditions in
              accordance with which the options will be allocated, in

<PAGE>

                                      -11-

              addition to those listed in the Plan; to take any steps or action
              required or desirable for administration and implementation of the
              Plan; to interpret any provision of the Plan and to carry out any
              act required as a result of such interpretation, including
              expedition of the dates upon which the Options may be exercised,
              and if necessary to interpret and instruct as to how any provision
              of the Plan should be carried out.

9.     Notwithstanding the aforesaid in section 8 above, any interpretation,
       decision or act of the Board or committee appointed by the Board, must
       not contradict the provisions of section 102 and no waiver or amendment
       of the provisions of this Plan will prejudice in a material manner the
       rights of the Offer Recipients in respect of the Options granted to them
       pursuant to the Plan, without prior consent of such Offer Recipients.

     CHAPTER 4 - PROTECTION OF OPTION HOLDERS DURING THE PERIOD OF THE PLAN

10.    ADJUSTMENTS IN RESPECT OF DISTRIBUTION OF BONUS SHARES DURING THE PERIOD
       OF THE PLAN

       (a)    If the Company distributes bonus shares and the Record Date for
              distribution of the same (hereinafter "THE BONUS DATE") shall
              occur after the date of allotment to the employee but prior to the
              Exercise Date, the Exercise Price of each Option will not be
              altered, but the number of Shares that the Option holder will be
              entitled to receive on the Exercise Date will be increased by the
              number of Shares to which the Option holder would have been
              entitled to as Bonus Shares had he exercised the Option prior to
              the Bonus Date.

       (b)    Adjustments in respect of distribution of Bonus Shares pursuant to
              the provisions of this section will also be made in respect of
              Options included in the Plan, even if they shall be allocated
              after to the Bonus Date.

       (c)    The Exercise Price of each Option will not change as a result of
              the increase of the number of Exercise Shares that the Option
              holder is entitled to, as aforesaid in this section. The
              provisions relating to the Exercise Shares will also apply to the
              Shares which shall be added to the Exercise Shares, subject to the
              necessary changes.

       (d)    In the event of adjustments in accordance with this section, the
              employee will not be entitled to receive a fraction of a whole
              Share.

       (e)    The number of Exercise Shares to which a holder of an Option
              Warrant shall be entitled will only be adjusted in the event of
              the distribution of Bonus Shares as aforesaid, but not in the
              event of other allotments of securities (including allotments to
              interested parties). For the avoidance of doubt, it is clarified
              that the Exercise Price will not be altered even in the event of
              distribution of Dividends by the Company before the Date of
              Exercise.

       (f)    The Bonus Shares will be allotted to the Trustee, and the
              provisions of the Plan and of the Trust Agreement which apply with
              respect to Shares ensuing from exercise of the Options.

11.    PROVISIONS REGARDING ISSUE OF RIGHTS DURING THE PERIOD OF THE PLAN

       (a)    In the event of issue of rights by the Company to its
              Shareholders, each one of the Offer Recipients will be offered
              identical rights in the same amounts to those which would have
              been offered to the holder of Options not yet exercised, as though
              he had exercised his Options prior to the Record Date, on the date
              of exercise of the Options. The payment to be effected for
              utilization of the rights, in the event that utilization should be
              subject to any payment whatsoever, will be paid on the date of
              exercise of the Options, linked to the Representative Rate of
              Exchange of the US Dollar to the Representative Rate of Exchange
              on the date determined at the time of the allotment as the final
              date for utilization of the rights by Shareholders ("THE ORIGINAL
              DATE FOR UTILIZATION OF RIGHTS")

<PAGE>

                                      -12-

              up to the Representative Rate of Exchange of the US Dollar last
              published prior to the date of exercise of the Options ("RIGHTS
              UTILIZATION PRICE").

       (b)    In the event of a issue of rights by the Company to its
              Shareholders, in the framework of which convertible securities are
              issued, the final date for realization or conversion of which
              falls before the final date for exercise of the Options not yet
              exercised ("THE CONVERTIBLE SECURITIES"), each of the Offer
              Recipients will be entitled - subject to section 13 hereafter - to
              utilize the rights offered to him in the said issue even before
              the exercise of the Options allocated to him in accordance with
              the Plan but not later than the final utilization date of the
              Convertible Securities issued, in such manner, on such dates and
              on such other terms which were set for that purpose in respect of
              Shareholders of the Company in the Prospectus of the rights issue,
              provided that if the rights of the issue include different classes
              of securities ("UNITS"), the Offer Recipient will be obligated to
              utilize the rights in respect of the Units in their entirety and
              to pay the full price for utilization of those rights.

       (c)    The Company will include this undertaking at the time of the issue
              of the Convertible Securities, so that the number of securities
              the registration of which will be applied for will include the
              quantity of securities to which the Offer Recipient will be
              entitled to in accordance with this section.

       (d)    The Company's Accountant will certify the amount offered by the
              Company that each of the Offer Recipients is entitled to receive
              and the amounts to be paid by him as provided above in this
              section.

       (e)    Adjustments in respect of the issue of rights in accordance with
              the provisions of this section will also be made in respect of
              Options included in the Plan that shall be allocated after the
              issue date.

12.    In the event of distribution of rights, including Bonus Shares, ensuing
       from the allotted Options, all the additional rights shall be allocated
       to the Trustee in favor of the Offer Recipients and shall be held by the
       Trustee until the end of the original blocking period of the Options in
       connection with which the rights were allocated and the tax path terms
       shall apply to those additional rights.

13.    ADDITIONAL PROVISIONS FOR PROTECTION OF THE OPTION HOLDERS

       (a)    The right of the Offer Recipients to securities of the Company in
              the event of distribution of Bonus Shares and/or rights issue, as
              set out in sections 11 and 12 above, will be reserved until the
              Exercise Date of the Options and will be implemented only on the
              Exercise Date; namely - only upon exercise of the Options, in
              whole or in part, by the Offer Recipient, will the Offer Recipient
              be entitled to receive or to purchase, as the case may be, the
              securities to which he was entitled as a result of the
              distribution of Bonus Shares or the rights issue, as the case may
              be, in respect of the given number of Exercise Shares actually
              exercised at any given times.

       (b)    To ensure the rights of the Offer Recipient as aforesaid in this
              section, the Company will set aside a sufficient amount of
              securities its registered share capital to enable all Offer
              Recipients to exercise their rights as aforesaid.

14.    As from the date of the Plan, and for as long as the Options have not
       been exercised, but in any event not later than the termination of the
       Exercise Period of such Options, the following provisions will apply to
       the holders of Option Warrants:

<PAGE>

                                      -13-

       (a)    The Company will reserve a sufficient number of Shares in its
              registered share capital, to secure the right of exercise of the
              Options including the right to Bonus Shares (if they should be
              distributed) and, if need be, the Company will increase its
              registered share capital.

       (b)    The Company shall refrain from distribution of Bonus Shares which
              might cause a lowering of the price of one Option Share to less
              than its par value.

       (c)    The Company will not alter the rights attached to the Ordinary
              Shares of NIS 1 par value and will not issue Shares of a new class
              are entitled to participate in the surplus assets in the event of
              winding up, except with the approval by Special Resolution of the
              Option Warrants holders.

       (d)    In the event of adoption of a resolution for the voluntary winding
              up of the Company, the Company will give written notice to all
              Option holders of Option Warrants regarding the adoption of such
              resolution. In that event, every Option holder will be entitled,
              within 30 days of the date of the notice, to notify the Company in
              writing of his desire to be regarded as having utilized his right
              of exercise prior to adoption of the resolution. In such event,
              and after payment of the Exercise Price, the holder shall be
              entitled to participate in an amount equal to the sum he would
              have received upon the winding up of the Company as holder of the
              Shares resulting from exercise of the Option Warrants held by him
              prior to the adoption of the resolution to wind up, should any
              balance remain for distribution.

       (e)    In the event that there shall be any change in the par value of
              Shares of the Company of the same class as the Exercise Shares,
              such changes will also apply mutatis mutandis to the Exercise
              Shares; however, the holder of an Option Warrant will not be
              entitled to receive part of a Share. All part of Shares that may
              ensue as a result of any such act will be sold by the Company on
              the TASE during a period of one month from the date of such
              allotment after the surpluses accumulate to whole shares of NIS 1
              par value each in a quantity suitable for trade on the TASE. The
              net proceeds, less sales expenses, commissions and other levies,
              will be paid to those entitled within 15 days of the date of sale.

       (f)    Should the Company be a party to an agreement or arrangement for
              Share exchange (such as a merger or reorganization) (hereinafter
              "THE EXCHANGE DEAL") under which the holders of the Ordinary
              Shares of the Company are offered the exchange of those Shares for
              Shares of some other company, the Company shall have the right to
              obligate all of its employees who have not yet exercised the
              Option Warrants held by them or for them, to accept Options which
              may exercised for Shares of the other Company, instead of the
              Options of the Company held by them, mutatis mutandis to the
              exchange ratio set for all Shareholders of the Company, provided
              that the total Exercise Price in respect of all substitute Options
              which shall be allotted will be equal to the total Exercise Price
              in respect of all such Options held by or on behalf of the
              employee which have not yet been exercised, and further provided
              that the employee will not be prejudiced in any manner in all
              matters relating to the periods for exercise determined in this
              Plan, subject to approval by the Income Tax Authorities regarding
              continuous blocking period.


15.    TAX ASPECTS AND COMPULSORY PAYMENTS

       (a)    Any tax liabilities, including Income Tax, National Insurance,
              Health Tax and any other compulsory payment applicable to an
              employee in respect of the receipt of the Option Warrants, their
              exercise and sale of the Exercise Shares, will be borne in full by
              the employees who received the Option Warrants. The Company will
              not bear the burden of the tax, if so imposed on said employees,
              in respect of the Offer to the employees, either by way of
              grossing up or in any other manner.

<PAGE>

                                      -14-

       (b)    The Company will notify the Tax Authorities of the adoption of the
              Plan, to the extent that the Plan relates to employees who are
              subject to Israeli tax law, within the framework of section 102 of
              The Income Tax Ordinance (New Version). The Options to which this
              Plan relates (including Options offered to employees who are not
              subject to the Israeli tax laws) will be deposited with the
              Trustee.

       TAXATION AND BLOCKING PERIOD

16.    The Blocking Period of the Options and of the Option Shares (hereinafter
       "THE BLOCKING PERIOD") shall be 24 months from the date of the allotment
       to the Trustee on behalf of the Offer Recipient, or such other period
       that may be determined by the Israel Tax Authorities in accordance with
       the provisions of the capital gains track by means of a trustee.

17.    Pursuant to the terms of section 102 and the Rules, an Offer Recipient
       may not receive from the Trustee, sell or perform any act with the
       Exercise Shares before the end of the Blocking Period. If an Offer
       Recipient should sell or transfer from the Trustee the Exercise Shares
       before the end of the Blocking Period (hereinafter "BREACH"), the Offer
       Recipient must pay all the required taxes due to breach of section 7 of
       the Rules. Without derogating from the generality of the above, should
       the employer be required to effect any payment whatsoever to the National
       Insurance due to breach of the Blocking Period by the Offer Recipient
       shall indemnify the Company in respect of such payment.

18.    The Company, at its exclusive discretion, shall choose which tax track
       will the Options be allotted and shall inform the Offer Recipient by
       which track the Options have been allotted. As long as the Company did
       not notify the Employee otherwise, the track which the Company choused
       for the Allotment of options by this Plan, is the Capital gain track by
       means of a trustee. For the sake of caution, it is hereby clarified that
       the Company is entitled, provided if permitted by law, to alter its
       choice and all the Options allotted after alteration of the choice, shall
       be subject to the new tax stream, and the Offer Recipient will not will
       not have any contention whatsoever resulting from the change of choice.
       It is also clarified that also in accordance with the capital gains
       taxation by means of a trustee stream, the employee may be liable for
       income tax at the ordinary rates in respect of differences, if any,
       between the Exercise Price fixed by the Board and the average price of
       the shares during the 30 trading days prior to allotment of the Options
       to the Trustee.

19.    The Blocking Period, if any, is in addition to the Rights Crystallization
       Period specified in section 5 above. The Blocking Period and the Rights
       Crystallization Period can overlap one another, but neither can be a
       substitute the other, and each constitutes an independent condition for
       the Options allotted.

20.    TAX WITHHOLDING AT SOURCE
       Whenever payment shall required from an Offer Recipient or from the
       Company or from the subsidiary company by means of tax withholding at
       source in connection with the Options allotted to an Offer Recipient or
       in connection with the Exercise Shares, the Company or the subsidiary
       company shall be entitled to demand from the Offer Recipient a sum
       sufficient to cover any such requirement for tax withholding at source.
       In any event when Shares or any other non-cash asset are transferred
       following the exercise of Options, the Company or the subsidiary company
       shall have the right to demand that the Offer Recipient transfer a sum of
       money sufficient to satisfy the requirement of any tax withholding at
       source, and if that amount should not be transferred at that time, the
       Company or the subsidiary company shall have the right to hold or to
       offset (by law) the Shares or any other asset as mentioned above up to
       the amount due for such taxes until the transfer of the said payment by
       the Offer Recipient.

       Before payment of the tax applicable as set out in section 7 of the
       Rules, it shall not be possible to sell, transfer, pledge, mortgage or
       institute any other voluntary pledge on the Options or Exercise Shares,
       and there shall not be issued in their respect any power of attorney or

<PAGE>

                                      -15-

       conveyance, whether effective immediately or whether effective at a
       future date, except for transfer under a testament or by law as mentioned
       above. Should the Options or Exercise Shares be transferred under a
       testament or by law as aforementioned, the conditions of section 102 of
       the General Instructions shall apply to the successors or transferees of
       the Offer Recipient.

21.    The above provisions of this Plan relate to the laws of the State of
       Israel in force at the date of the Plan in respect of employees who are
       subject to Israeli law. The provisions of the law regarding compulsory
       payments and tax aspects in respect of Option Warrants allotted pursuant
       to this Plan may change from time to time. The provisions of the law
       regarding compulsory payments and tax levies in respect of the Option
       Warrants paid to employees to whom Israeli tax laws do not apply, are not
       described in this document, and each one of the Entitled Employees should
       check the tax laws which apply to him, accordingly.

       THE ABOVE DOES NOT PRETEND TO BE AN AUTHORIZED INTERPRETATION OF THE
       PROVISIONS OF THE LAW MENTIONED ABOVE NOR AN OVERALL DESCRIPTION OF ALL
       PROVISIONS OF THE LAW CONCERNING THE TAXES WHICH MIGHT APPLY WITH REGARD
       TO THE OPTION WARRANTS OFFERED TO THE EMPLOYEES, AND SHOULD NOT BE DEEMED
       PROFESSIONAL LEGAL ADVICE ON THE SUBJECT. AS CUSTOMARY WITH INVESTMENT
       DECISIONS, ANY EMPLOYEE ENTITLED TO RECEIVE OPTION WARRANTS WHO DECIDES
       TO EXERCISE THEM SHOULD TAKE INTO ACCOUNT THE VARIOUS TAX ASPECTS AND THE
       TAX IMPLICATIONS OF HIS INVESTMENT. THE EMPLOYEE SHOULD SEEK PROFESSIONAL
       ADVICE, INCLUDING LEGAL AND TAX CONSULTANTS, TAKING INTO ACCOUNT HIS
       SPECIAL CHARACTERISTICS AND THE LAWS APPLICABLE TO HIM.

22.    GENERAL

       (a)    The expenses required for purposes of management and
              implementation of this Plan (including Stamp Duty, as shall apply)
              shall be borne by the Company. The Company shall be entitled to
              use the consideration it shall receive as a consequence of
              realization of the Options for its general needs and for its
              current activities.

       (b)    This Plan and all attached documents, which have been delivered
              and/or which have been signed by the Company or by its
              subsidiaries in connection with the Plan, shall be interpreted
              under the Laws of the State of Israel. This Plan shall be subject,
              to the extend it relates to Offer Recipients which are subject to
              the Israeli Law, to Section 102 and to any other written
              confirmation to be issued by the Israeli Tax authorities. The
              above does not derogate from the contents of tax laws applicable
              to the Offer Recipients (in the event that there are laws
              applicable to the Participants that are not the tax laws of the
              State of Israel) nor to derogate from the terms of the rules
              applicable to companies whose shares are registered for trading on
              NASDAQ.

       (c)    In addition to the blocking period imposed by section 102 of the
              Income tax [New Version] Ordinance, at the request of the
              underwriters at the time of a public offer of securities of the
              Company, the Board or a committee appointed by the Board may
              decide that the Exercise Shares will be subject to a Lock Up for
              up to 180 days, or for a longer period, during which the Offer
              recipients are not permitted to sell their shares.

       (d)    It is not obligatory to relate to all Offer recipients in a like
              manner.

       (e)    In the event of a contradiction between the provisions of this
              Plan and the letter of allocation, the provisions of this Plan
              will take precedence. In the event of a contradiction between the
              exercise provisions of this Plan and the exercise provisions fixed
              in the agreement between the company and the Trustee, the
              provisions of the agreement with the Trustee will take precedence.

23.    VOTING

       So long as the Exercise Shares are held by the Trustee in trust for the
       Offer Recipients, an Offer Recipient will be entitled to vote the
       Exercise Shares. The Company will send to the Trustee

<PAGE>

                                      -16-

       notices in respect of General Meetings of the Company and the Trustee
       will send such notices to every Offer Recipient. An offer recipient who
       wishes to participate at general Meetings of the company or to exercise
       his voting right in respect of the Exercise Shares held in trust for him
       by the Trustee, must request the Trustee in writing at least four days
       prior to the Meeting or in accordance with the times fixed in the
       agreement between the Company the Trustee, and the Trustee will send a
       Power of Attorney empowering participation at the General Meeting and
       voting in respect of the exercise Shares held in trust for him by the
       Trustee in conformity with the arrangements of the Company relating to
       all shareholders.

24.    NOTICES

       Any notice from the Company to holders of Option Warrants will be given
       by notice in writing to be delivered to the employee at his place of work
       or at the notice board at his place of work or at his registered address
       at the Company.