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                                                                    EXHIBIT 10.1


                                DEALTIME.COM LTD.

                            1999 OMNIBUS STOCK OPTION

                              AND RESTRICTED STOCK

                                 INCENTIVE PLAN


1.       PURPOSE; TYPES OF AWARDS; CONSTRUCTION.


         Purpose. The purpose of the DealTime.Com Ltd. 1999 Omnibus Stock Option
         and Restricted Stock Incentive Plan (the "Plan") is to afford an
         incentive to employees, officers, directors and consultants of
         DealTime.Com Ltd. (the "Company"), or any subsidiary of the Company
         which now exists or hereafter is organized or acquired by the Company,
         to acquire a proprietary interest in the Company, to continue as
         employees, officers, directors or consultants, to increase their
         efforts on behalf of the Company and to promote the success of the
         Company's business.


         Types of Awards. The Plan is intended to enable the Company to issue
         awards ("Awards") under varying tax regimes, including without
         limitation (i) pursuant and subject to the provisions of Section 102
         ("Section 102" and such options, "102 Stock Options") of the Israeli
         Income Tax Ordinance (New Version) 1961, as amended (the "Ordinance")
         and any regulations, rules, orders or procedures promulgated
         thereunder; (ii) pursuant to Section 3(9) of the Ordinance ("3(9) Stock
         Options"); (iii) as "incentive stock options" ("Incentive Stock
         Options") within the meaning of Section 422 of the United States
         Internal Revenue Code of 1986, as amended (the "Code"); (iv)
         Nonqualified Stock Options (as defined below) (all 102 Stock Options,
         3(9) Stock Options, Incentive Stock Options and Non-Qualified Stock
         Options, as well as options issued under other tax regimes
         collectively, the "Options"); and (v) restricted Shares ("Restricted
         Stock") under the Plan. Apart from issuance under the relevant tax
         regimes of the State of Israel and the United States of America, the
         Plan contemplates issuances to Grantees (as defined below) in other
         jurisdictions with respect to which the Committee (as defined below) is
         empowered make the requisite adjustments in the Plan and set forth the
         relevant conditions in the Company's agreement with the Grantees in
         order to comply with the requirements of the tax regimes in said
         jurisdictions.

         The Plan contemplates the issuance of Awards by the Company, both as a
         private company and, to the extent applicable, as a publicly traded
         company.

         Construction. To the extent any provision herein conflicts with the
         conditions of any relevant tax law or regulation which are relied upon
         for tax relief in respect of a particular Option or Share granted to a
         Grantee, the provisions of said law or regulation shall prevail over
         those of the Plan, and the Committee

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         (as defined below) is empowered hereunder to interpret and enforce the
         said prevailing provisions.

1.       DEFINITIONS.


         As used in this Plan, the following words and phrases shall have the
         meanings indicated:

         1.1.     "Board" shall mean the Board of Directors of the Company.

         1.2.     "Committee" shall mean a committee established by the Board to
                  administer the Plan.

         1.3.     "Companies Ordinance" shall mean the Israel Companies
                  Ordinance (New Version), 1983, as amended.

         1.4.     "Disability" shall mean, unless otherwise specified in the
                  Option Agreement, a Grantee's inability to perform his duties
                  with the Company or any of its affiliates by reason of any
                  medically determinable physical or mental impairment, as
                  determined by a physician selected by the Grantee and
                  acceptable to the Company.

         1.5.     "Exercise Period" shall mean the period in which the Option
                  shall be exercisable.

         1.6.     "Exercise Price" shall mean the exercise price for each
                  Ordinary Share covered by an Option.

         1.7.     "Fair Market Value" per share as of a particular date shall
                  mean (i) the average of the closing sales prices per Share on
                  the securities exchange on which the Shares are principally
                  traded for the last ten (10) days of trading immediately
                  preceding the date on which there was a sale of such Shares on
                  such exchange; or (ii) if the Shares are listed on the Nasdaq
                  National Market, the average of the last reported price per
                  Share on the Nasdaq National Market for the last ten (10) days
                  of trading immediately preceding the date on which there was a
                  sale of such Shares on the Nasdaq National Market; or (iii) if
                  the Shares are then traded in an over-the-counter market, the
                  average of the closing bid and asked prices for the Shares in
                  such over-the-counter market for the last ten (10) days of
                  trading immediately preceding the date on which there was a
                  sale of such Shares in such market;, or (iv) if the Shares are
                  not then listed on a securities exchange or market or traded
                  in an over-the-counter market, such value as the Committee, in
                  its sole discretion, shall determine, which determination
                  shall be conclusive and binding on all persons.

         1.8.     "Grantee" shall mean a person who receives a grant of Options,
                  Restricted Stock or Shares or other Awards under the Plan, who
                  at the time of grant is an employee, officer, director or
                  consultant of the Company.

         1.9.     "Initial Public Offering" shall mean the underwritten initial
                  public offering of Shares.

         1.10.    "Nonqualified Stock Option" shall mean any Option not
                  designated as an Incentive Stock Option, 102 Stock Option or
                  3(9) Stock Option.

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         1.11.    "Parent" shall mean any company (other than the Company) in an
                  unbroken chain of companies ending with the Company if, at the
                  time of granting an Award, each of the companies other than
                  the Company owns stock possessing fifty percent (50%) or more
                  of the total combined voting power of all classes of stock in
                  one of the other companies in such chain.

         1.12.    "Retirement" shall mean a Grantee's retirement pursuant to
                  applicable law or in accordance with the terms of any
                  tax-qualified retirement plan maintained by the Company or any
                  of its affiliates in which the Grantee participates.

         1.13.    "Shares" shall mean the Ordinary Shares of the Company, each
                  bearing a nominal value of NIS 0.01 or, at the discretion of
                  the Committee or the Board and if expressly specified in a
                  grant of Options hereunder, shares of the Company's capital of
                  any other class as may be in existence at the time of such
                  grant.

         1.14.    "Subsidiary" shall mean any company (other than the Company)
                  in an unbroken chain of companies beginning with the Company
                  if, at the time of granting an Award, each of the companies
                  other than the last company in the unbroken chain owns stock
                  possessing fifty percent (50%) or more of the total combined
                  voting power of all classes of stock in one of the other
                  companies in such chain.

         1.15.    "Ten Percent Shareholder" shall mean a Grantee who, at the
                  time an Incentive Stock Option is granted, owns shares
                  possessing more than ten percent (10%) of the total combined
                  voting power of all classes of stock of the Company or any
                  Parent or Subsidiary.

         1.16.    "Trustee" shall mean the trustee appointed by the Committee or
                  the Board, as the case may be, to hold the respective Options,
                  Restricted Stock and/or Shares, if so appointed.

2.       ADMINISTRATION.


         The Plan shall be administered by the Committee. However, in the event
         that the Board does not create a committee to administer the Plan, the
         Plan shall be administered by the Board in its entirety. In such event,
         all references herein to the Committee shall be construed as references
         to the Board.


         The Committee shall have the authority in its discretion to administer
         the Plan and to exercise all the powers and authorities either
         specifically granted to it under the Plan or necessary or advisable in
         the administration of the Plan, including, without limitation:


          (i)      the authority to grant Options, Restricted Stock and Shares;


         (ii)     to determine which Options shall constitute 102 Stock Options,
                  3(9) Stock Options, Incentive Stock Options, Nonqualified
                  Stock Options or otherwise;

         (iii)    to determine the Exercise Price of the Shares covered by each
                  Option;

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         (iv)     to determine the Grantees to whom, and the time or times at
                  which Awards shall be granted;

         (v)      to determine the number of Shares to be covered by each Award;

         (vi)     to interpret the Plan;

         (vii)    to prescribe, amend and rescind rules and regulations relating
                  to the Plan;

         (viii)   to determine the terms and provisions of the Option Agreements
                  (as defined in Section below) (which need not be identical),
                  and to cancel or suspend Awards, as necessary;

         (ix)     and to make all other determinations deemed necessary or
                  advisable for the administration of the Plan, including to
                  adjust the terms of the Plan or any Agreement so as to reflect
                  (i) changes in applicable Israeli, U.S. or other laws and (ii)
                  the laws of other jurisdictions within which the Company
                  wishes to grant Awards.

         All decisions, determination and interpretations of the Committee shall
         be final and binding on all Grantees of any Awards under this Plan. No
         member of the Committee shall be liable for any action taken or
         determination made in good faith with respect to the Plan or any Award
         granted hereunder.

3.       ELIGIBILITY.

         Options, Restricted Stock and Shares may be granted to employees,
         officers, directors and consultants of the Company and any Subsidiary,
         provided, however, that 102 Stock Options and Incentive Stock Options
         may be granted only to employees of the Company or a Subsidiary. A
         person who has been granted an Option, Restricted Stock or Share
         hereunder may be granted additional Options, Restricted Stock or
         Shares, if the Committee shall so determine. In determining the persons
         to whom Awards shall be granted and the number of shares to be covered
         by each Award, the Committee shall take into account the duties of the
         respective persons, their present and potential contributions to the
         success of the Company and such other factors as the Committee shall
         deem relevant in connection with accomplishing the purpose of the Plan.

4.       SHARES.

         The maximum number of Shares reserved for the grant of Awards under the
         Plan shall be [220,000]. Such Shares may, in whole or in part, be
         authorized but unissued Shares or Shares that shall have been or may be
         reacquired by the Company (to the extent permitted pursuant to the
         Companies Ordinance) or by a trustee appointed by the Board under
         Section 139 of the Companies Ordinance or any equivalent provision. Any
         of such Shares which may remain unsold and which are not subject to
         outstanding options at the termination of the Plan shall cease to be
         reserved for the purpose of the Plan, but until

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         termination of the Plan, the Company shall at all times reserve a
         sufficient number of Shares to meet the requirements of the Plan.

         If any outstanding Award under the Plan should, for any reason, expire,
         be canceled or be forfeited without having been exercised in full, the
         Shares allocable to the unexercised, canceled or terminated portion of
         such Award shall (unless the Plan shall have been terminated) become
         available for subsequent grants of Awards under the Plan.

5.       TERMS AND CONDITIONS OF OPTIONS.

         Each Option granted pursuant to the Plan shall be evidenced by a
         written agreement between the Company and the Grantee (the "Option
         Agreement"), in such form and containing such terms and conditions as
         the Committee shall from time to time approve, which Option Agreement
         shall comply with and be subject to the following terms and conditions,
         unless otherwise specifically provided in such Option Agreement. For
         purposes of interpreting this Section, a director's service as a
         member of the Board shall be deemed to be employment with the Company.

         5.1.     NUMBER OF SHARES. Each Option Agreement shall state the number
                  of Shares to which the Option relates.

         5.2.     TYPE OF OPTION. Each Option Agreement shall specifically state
                  the type of Option granted thereunder and whether it
                  constitutes a 102 Stock Option, 3(9) Stock Option, Incentive
                  Stock Option, Nonqualified Stock Option or otherwise.

         5.3.     EXERCISE PRICE. Each Option Agreement shall state the Exercise
                  Price, which, in the case of an Incentive Stock Option, shall
                  not be less than one hundred percent (100%) of the Fair Market
                  Value of the Shares covered by the Option on the date of grant
                  or such other amount as may be required pursuant to the Code.
                  In the case of a Nonqualified Stock Option granted to any
                  Grantee other than a Ten-Percent Shareholder, the per Share
                  exercise price shall be no less than 85% of the Fair Market
                  Value of the Shares covered by the Option on the date of
                  grant. In the case of an Incentive Stock Option granted to any
                  Ten-Percent Shareholder, the Exercise Price shall be no less
                  than 110% of the Fair Market Value of the Shares covered by
                  the Option on the date of grant. In no event shall the
                  Exercise Price of an Option be less than the nominal value of
                  the shares for which such Option is exercisable. The Exercise
                  Price shall also be subject to adjustment as provided in
                  Section hereof.

         5.4.     MANNER OF EXERCISE. An Option may be exercised, as to any or
                  all whole Shares as to which the Option has become
                  exercisable, by written notice delivered in person or by mail
                  to the Secretary of the Company, specifying the number of
                  Shares with respect to which the Option is being exercised,
                  along with payment of the Exercise Price for such Shares in
                  the manner specified in the following sentence. The Exercise
                  Price shall be paid in full with respect to each Share, at the
                  time of exercise, either in cash or in Shares issuable upon
                  exercise of the Option having a Fair Market Value equal to
                  such Exercise Price or in such other manner as the Committee
                  shall determine including a cashless exercise procedure
                  through a broker-dealer.

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         5.5.     TERM AND VESTING OF OPTIONS. Each Option Agreement shall
                  provide the vesting schedule for the Option as determined by
                  the Committee, provided that the Committee shall have the
                  authority to accelerate the vesting of any outstanding Option
                  at such time and under such circumstances as it, in its sole
                  discretion, deems appropriate. Unless otherwise stated in the
                  Option Agreement, Options shall vest and become exercisable
                  under the following schedule: twenty-five percent (25%) of the
                  Shares covered by the Option on the first anniversary of the
                  date on which such Option is granted and six and one-quarter
                  percent (6.25%) of the Shares covered by the Option at the end
                  of each subsequent quarter over the course of the following
                  three years; provided, however, that the Committee, in its
                  absolute discretion, may, on such terms and conditions as it
                  may determine to be appropriate, accelerate or otherwise
                  change the time at which such Option or any portion thereof
                  may be exercised. The Option may contain performance goals and
                  measurements, and the provisions with respect to any Option
                  need not be the same as the provisions with respect to any
                  other Option. The Exercise Period will be ten (10) years from
                  the date of the Grant of the Option unless otherwise
                  determined by the Committee; provided, however, that in the
                  case of an Incentive Stock Option, such Exercise Period shall
                  not exceed ten (10) years from the date of grant of such
                  Option. The Exercise Period shall be subject to earlier
                  termination as provided in Sections and hereof.

         5.6.     TERMINATION. Except as provided in this Section and in Section
                  hereof, an Option may not be exercised unless the Grantee is
                  then in the employ of or maintaining a director or consultant
                  relationship with the Company or a Subsidiary thereof or a
                  company or a Parent or Subsidiary company of such company
                  issuing or assuming the Option in a transaction to which
                  Section 424(a) of the Code applies, and unless the Grantee has
                  remained continuously so employed or in the director or
                  consultant relationship since the date of grant of the Option.
                  In the event that the employment or director or consultant
                  relationship of a Grantee shall terminate (other than by
                  reason of death, Disability or Retirement), all Options of
                  such Grantee that are vested and exercisable at the time of
                  such termination may, unless earlier terminated in accordance
                  with their terms, be exercised within ninety (90) days after
                  the date of such termination (or such different period as the
                  Committee shall prescribe); provided, however, that if the
                  Company shall terminate the Grantee's employment for cause (as
                  defined below) (as determined by the Committee), all Options
                  theretofore granted to such Grantee (whether vested or not)
                  shall, to the extent not theretofore exercised, terminate on
                  the date of such termination or cessation unless otherwise
                  determined by the Committee. In the case of a Grantee whose
                  principal employer is a Subsidiary, the Grantee's employment
                  shall be deemed to be terminated for purposes of this Section
                  as of the date on which such principal employer ceases to be a
                  Subsidiary. Notwithstanding anything to the contrary, the
                  Committee, in its absolute discretion may, on such terms and
                  conditions as it may determine appropriate, extend the periods
                  for which the Options held by any individual may continue to
                  vest and be exercisable; provided, that such Options may lose
                  their status as Incentive Stock Options under applicable law
                  and be deemed Nonqualified Stock Options in the event that the
                  period of vesting and/or exerciseability of any option is
                  extended beyond the later of: (i) ninety (90) days after the
                  date of cessation of employment or performance of services; or
                  (ii) the applicable period under Section below.

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                  For purposes of this Plan, the term "cause" shall mean any of
                  the following resulting from an act or omission of Grantee:
                  (a) fraud, embezzlement or felony or similar act; (b) failure
                  to substantially perform duties as an employee or to abide by
                  the general policies of the Company applicable to all
                  employees (including, without limitation, policies relating to
                  confidentiality and reasonable workplace conduct); (c) an act
                  of moral turpitude, or any similar act, to the extent that
                  such act causes injury to the reputation of the Company; or
                  (d) any other act or omission which in the reasonable opinion
                  of the Company could be financially injurious to the Company
                  or injurious to the business reputation of the Company.

         5.7.     DEATH, DISABILITY OR RETIREMENT OF GRANTEE. If a Grantee shall
                  die while employed by, or maintaining a director or consultant
                  relationship with, the Company or a Subsidiary, or within
                  ninety (90) days after the date of termination of such
                  Grantee's employment or director or consultant relationship
                  (or within such different period as the Committee may have
                  provided pursuant to Section hereof), or if the Grantee's
                  employment or director or consultant relationship shall
                  terminate by reason of Disability, all Options theretofore
                  granted to such Grantee (to the extent otherwise vested and
                  exercisable) may, unless earlier terminated in accordance with
                  their terms, be exercised by the Grantee or by the Grantee's
                  estate or by a person who acquired the right to exercise such
                  Options by bequest or inheritance or otherwise by result of
                  death or Disability of the Grantee, at any time within one (1)
                  year after the death or Disability of the Grantee (or such
                  different period as the Committee shall prescribe). In the
                  event that an Option granted hereunder shall be exercised by
                  the legal representatives of a deceased or former Grantee,
                  written notice of such exercise shall be accompanied by a
                  certified copy of letters testamentary or equivalent proof of
                  the right of such legal representative to exercise such
                  Option. In the event that the employment or director or
                  consultant relationship of a Grantee shall terminate on
                  account of such Grantee's Retirement, all Options of such
                  Grantee that are exercisable at the time of such Retirement
                  may, unless earlier terminated in accordance with their terms,
                  be exercised at any time within one hundred eighty (180) days
                  after the date of such Retirement (or such different period as
                  the Committee shall prescribe).

         5.8.     LOANS. Subject to applicable law, including, but not limited
                  to, Section 139 of the Companies Ordinance, the Company or a
                  Subsidiary may make loans to Grantees as the Committee, in its
                  discretion, may determine in connection with the exercise of
                  outstanding Options granted under the Plan. Such loans shall:
                  (i) be evidenced by promissory notes entered into by the
                  Grantees in favor of the Company or Subsidiary, as the case
                  may be; (ii) be subject to the terms and conditions set forth
                  in this Section and such other terms and conditions, not
                  inconsistent with the Plan, as the Committee shall determine;
                  and (iii) bear interest, if any, at such rate as the Committee
                  shall determine. In no event may the principal amount of any
                  such loan exceed the aggregate Exercise Price less the nominal
                  value of the Shares covered by the Option, or portion thereof,
                  exercised by the Grantee. The initial term of the loan, the
                  schedule of payments of principal and interest under the loan,
                  the extent to which the loan is to be with or without recourse
                  against the Grantee with respect to principal and/or interest
                  and the conditions upon which the loan will become payable in
                  the event of the Grantee's termination of employment or
                  ceasing to perform services shall be determined by the
                  Committee; provided, however, that the term of the loan

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                  including extensions, shall not exceed 10 years. Unless the
                  Committee determines otherwise, when a loan shall have been
                  made, Shares having a Fair Market Value at least equal to the
                  principal amount of the loan shall be pledged by the Grantee
                  to the Company, the relevant Subsidiary or to a trustee
                  appointed by the Company pursuant to Section 139 of the
                  Companies Ordinance as security for payment of the unpaid
                  balance of the loan and such pledge shall be evidenced by a
                  pledge agreement, the terms of which shall be determined by
                  the Committee, in its discretion; provided, however, that each
                  loan shall comply with all applicable laws.

         5.9.     VOTING PROXY. The right to vote any Shares acquired hereunder
                  pursuant to an Award shall be given by the Grantee or the
                  Grantee's transferee, pursuant to an irrevocable proxy, to the
                  person or persons designated by the Board. All Awards granted
                  hereunder shall be conditioned upon the execution of such
                  irrevocable proxy. So long as any such Shares are held by a
                  Trustee and unless the Trustee shall be directed otherwise by
                  the Board, the Trustee shall (i) attend and be present at all
                  meetings of the shareholders of the Company of which it
                  receives notice and be counted towards a quorum; and (ii)
                  abstain from voting such Shares at all such meetings.
                  Notwithstanding the foregoing, the provisions of this Section
                  or of any irrevocable proxy granted pursuant hereto shall be
                  of no force or effect upon the consummation of the Company's
                  Initial Public Offering or the consummation of a Merger/Sale
                  (as defined below).

        5.10.     OTHER PROVISIONS. The Option Agreements evidencing Awards
                  under the Plan shall contain such other terms and conditions
                  not inconsistent with the Plan as the Committee may determine.

6.       102 STOCK OPTIONS.

         Options granted pursuant to this Section are intended to constitute 102
         Stock Options and subject to Section 102 of the Ordinance and the rules
         and regulations promulgated thereunder, as amended, the general terms
         and conditions specified in Section hereof and other provisions of the
         Plan, except for said provisions of the Plan applying to Options under
         a different tax law or regulation, shall apply.

         To the extent required by the Ordinance or the Income Tax Commissioner
         of the State of Israel, the 102 Stock Options which shall be granted
         pursuant to the Plan shall be issued to a Trustee nominated by the
         Committee in accordance with the provisions of the Ordinance and the
         Options and Shares issued upon the exercise of said Option shall be
         held for the benefit of the Grantee for a period of not less than
         twenty-four (24) months from the date of grant (or such other period of
         time as may be required by the Ordinance).

7.       3(9) STOCK OPTIONS.

         Options granted pursuant to this Section are intended to constitute
         3(9) Stock Options and shall be subject to the general terms and
         conditions specified in Section hereof and other provisions of the
         Plan, except for said provisions of the Plan applying to Options under
         a different tax law or regulation.

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         To the extent required by the Ordinance or the Income Tax Commissioner
         of the State of Israel, the 3(9) Stock Options which shall be granted
         pursuant to the Plan shall be issued to a Trustee nominated by the
         Committee in accordance with the provisions of the Ordinance.

8.       NONQUALIFIED STOCK OPTIONS.

         Options granted pursuant to this Section are intended to constitute
         Nonqualified Stock Options and shall be subject to the general terms
         and conditions specified in Section hereof and other provisions of the
         Plan, except for said provisions of the Plan applying to Options under
         a different tax law or regulation.

9.       INCENTIVE STOCK OPTIONS.

         Options granted pursuant to this Section are intended to constitute
         Incentive Stock Options and shall be subject to both the following
         special terms and conditions and the general terms and conditions
         specified in Section hereof and other provisions of the Plan, except
         for said provisions of the Plan applying to Options under a different
         tax law or regulation:

         9.1.     VALUE OF SHARES. The aggregate Fair Market Value (determined
                  as of the date the Incentive Stock Option is granted) of the
                  Shares with respect to which Incentive Stock Options granted
                  under this Plan and all other option plans of any Subsidiary
                  become exercisable for the first time by each Grantee during
                  any calendar year shall not exceed $100,000 with respect to
                  such Grantee. To the extent that the aggregate Fair Market
                  Value of Shares with respect to which the Incentive Stock
                  Options are exercisable for the first time by any Grantee
                  during any calendar years exceeds $100,000, such Options shall
                  be treated as Non-Qualified Stock Options. The foregoing shall
                  be applied by taking options into account in the order in
                  which they were granted, with the Fair Market Value of any
                  Share to be determined at the time of the grant of the Option.
                  In the event the foregoing results in the portion of an
                  Incentive Stock Option exceeding the $100,000 limitation, only
                  such excess shall be treated as a Non-Qualified Stock Option.

         9.2.     TEN PERCENT SHAREHOLDER. In the case of an Incentive Stock
                  Option granted to a Ten Percent Shareholder, (i) the Exercise
                  Price shall not be less than one hundred ten percent (110%) of
                  the Fair Market Value of the Shares on the date of grant of
                  such Incentive Stock Option, and (ii) the Exercise Period
                  shall not exceed five (5) years from the date of grant of such
                  Incentive Stock Option.

10.      RESTRICTED STOCK.

         The Committee may award shares of Restricted Stock to any eligible
         employee, director or consultant, including under Section 102 of the
         Ordinance. Each Award of Restricted Stock under the Plan shall be
         evidenced by a written agreement between the Company and the Grantee
         (the "Restricted Stock Agreement"), in such form as the Committee shall
         from time to time approve, which Restricted Stock Agreement shall
         comply with and be subject to the following terms and conditions,
         unless otherwise specifically provided in such Agreement:

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        10.1.     NUMBER OF SHARES. Each Restricted Stock Agreement shall state
                  the number of shares of Restricted Stock to be subject to an
                  Award.

        10.2.     RESTRICTIONS. Shares of Restricted Stock may not be sold,
                  assigned, transferred, pledged, hypothecated or otherwise
                  disposed of, except by will or the laws of descent and
                  distribution, for such period as the Committee shall determine
                  from the date on which the Award is granted (the "Restricted
                  Period"). The Committee may also impose such additional or
                  alternative restrictions and conditions on the Shares of
                  Restricted Stock as it deems appropriate including the
                  satisfaction of performance criteria. Such performance
                  criteria may include sales, earnings before interest and
                  taxes, return on investment, earnings per share, any
                  combination of the foregoing or rate of growth of any of the
                  foregoing, as determined by the Committee. Certificates for
                  Shares issued pursuant to Restricted Stock Awards shall bear
                  an appropriate legend referring to such restrictions, and any
                  attempt to dispose of any such Shares in contravention of such
                  restrictions shall be null and void and without effect. During
                  the Restricted Period, such certificates shall be held in
                  escrow by an escrow agent appointed by the Committee, or, if a
                  Restricted Stock Award is made pursuant to Section 102, by the
                  Trustee. In determining the Restricted Period of an Award the
                  Committee may provide that the foregoing restrictions shall
                  lapse with respect to specified percentages of the awarded
                  shares on successive anniversaries of the date of such Award.
                  To the extent required by the Ordinance or the Income Tax
                  Commissioner of the State of Israel, the Restricted Stock
                  issued pursuant to Section 102 of the Ordinance shall be
                  issued to a trustee nominated by the Board or the Committee in
                  accordance with the provisions of the Ordinance (the
                  "Trustee") and the Restricted Stock shall be held for the
                  benefit of the Grantee for a period of not less than
                  twenty-four (24) months from the date of grant (or such other
                  period of time as may be required by the Ordinance).

        10.3.     ADJUSTMENT OF PERFORMANCE GOALS. The Committee may adjust
                  performance goals to take into account changes in law and
                  accounting and tax rules and to make such adjustments as the
                  Committee deems necessary or appropriate to reflect the
                  inclusion or the exclusion of the impact of extraordinary or
                  unusual items, events or circumstances. The Committee also may
                  adjust the performance goals by reducing the amount to be
                  received by any Grantee pursuant to an Award if and to the
                  extent that the Committee deems it appropriate.

        10.4.     FORFEITURE. Subject to such exceptions as may be determined by
                  the Committee, if the Grantee's continuous employment or
                  director or consultant relationship with the Company or any
                  Subsidiary shall terminate for any reason prior to the
                  expiration of the Restricted Period of an Award, any Shares
                  remaining subject to restrictions (after taking into account
                  the provisions of Section ) shall thereupon be forfeited by
                  the Grantee and transferred to, and reacquired by, the Company
                  or a Subsidiary at no cost to the Company or Subsidiary,
                  subject to all applicable law.

        10.5.     OWNERSHIP. During the Restricted Period the Grantee shall
                  possess all incidents of ownership of such shares, subject to
                  Section and Section, including the right to receive dividends
                  with respect to such Shares and to vote such Shares.

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         10.6.    ACCELERATED LAPSE OF RESTRICTIONS. Upon the occurrence of any
                  of the events listed in Sections and and subject to Section,
                  all restrictions then outstanding with respect to shares of
                  Restricted Stock awarded hereunder shall automatically expire
                  and be of no further force and effect. The Committee shall
                  have the authority (and the Agreement may so provide) to
                  cancel all or any portion of any outstanding restrictions
                  prior to the expiration of the Restricted Period with respect
                  to any or all of the Shares of Restricted Stock awarded on
                  such terms and conditions as the Committee shall deem
                  appropriate.

11.      OTHER SHARE-BASED AWARDS.

         The Committee may grant other Awards under the Plan pursuant to which
         Shares (which may, but need not, be shares of Restricted Stock pursuant
         to Section hereof) are or may in the future be acquired, or Awards
         denominated in stock units, including units valued on the basis of
         measures other than market value. The Committee may also grant stock
         appreciation rights without the grant of an accompanying option, which
         rights shall permit the Grantees to receive, at the time of any
         exercise of such rights, cash equal to the amount by which the Fair
         Market Value of all Shares in respect to which the right was granted
         exceeds the exercise price thereof. Such other stock based Awards may
         be granted alone, in addition to, or in tandem with any Award of any
         type granted under the plan and must be consistent with the purposes of
         the Plan.

12.      EFFECT OF CERTAIN CHANGES.

         12.1.    General. In the event of a subdivision of the outstanding
                  share capital of the Company, any payment of a stock dividend
                  (distribution of bonus shares), a recapitalization, a
                  reorganization (which may include a combination or exchange of
                  shares), a consolidation, a stock split, a spin-off or other
                  corporate divestiture or division, a reclassification or other
                  similar occurrence, the Committee shall make appropriate
                  adjustments in one or more of (i) the number of Shares
                  available for Awards; (ii) the number of such Shares covered
                  by outstanding Awards; and (iii) the exercise price per share
                  covered by the Option Awards; provided, however, that any
                  fractional shares resulting from such adjustment shall be
                  rounded down to the nearest whole share.

         12.2.    Merger and Sale of Company. In the event of (i) a sale of all
                  or substantially all of the assets of the Company; or (ii) a
                  sale (including an exchange) of all of the shares of capital
                  stock of the Company; or (iii) the merger, consolidation,
                  amalgamation or like transaction of the Company with or into
                  another corporation; or (iv) scheme of arrangement for the
                  purpose of effecting such sale, merger or amalgamation (all
                  such transactions being herein referred to as a
                  "Merger/Sale"), then, without the Grantee's consent and action
                  -

                  12.2.1.  the Committee in its sole discretion will use its
                           efforts to cause that any Award then outstanding be
                           assumed or an equivalent Award shall be substituted
                           by such successor corporation or, in such event that
                           such transaction is effected through a subsidiary,
                           the Parent of such successor corporation, under
                           substantially the same terms as the Award; and

<PAGE>   12

                  12.2.2.  in such case that such successor corporation or other
                           entity does not agree to assume the Award or to
                           substitute an equivalent Award and, if the Award is
                           an Option ("Option Award"), then the Committee shall,
                           in lieu of such assumption or substitution of the
                           Option Award and in its sole discretion, either (i)
                           provide for the Grantee to have the right to exercise
                           the Option Award as to all of the Shares or any part
                           thereof, including Shares covered by the Option Award
                           which would not otherwise be exercisable, under such
                           terms and conditions as the Committee shall determine
                           or (ii) provide for the cancellation of each
                           outstanding Option Award at the closing of said
                           Merger/Sale, against payment to the Grantee of an
                           amount in cash equal to (a) the fair market value of
                           each Share covered by the Option Award as reflected
                           under the terms of the Merger/Sale, minus (b) the
                           Exercise Price of each Share covered by the Option
                           Award.

                  12.2.3.  Notwithstanding the foregoing, in the event of a
                           Merger/Sale, the Committee may determine in its sole
                           discretion that upon completion of such Merger/Sale,
                           the terms of any Award be otherwise amended and
                           modified, as the Committee shall deem in good faith
                           to be appropriate, and if an Option Award, that the
                           Option Award shall confer the right to purchase any
                           other security or asset, or any combination thereof,
                           or that its terms be otherwise amended or modified,
                           as the Committee shall deem in good faith to be
                           appropriate.

         12.3.    Pooling Transaction. Notwithstanding the foregoing, in the
                  event that the Company and the other party to a Merger/Sale
                  agree that such transaction is to be treated as a "pooling of
                  interests" for financial reporting purposes, and if such
                  transaction is in fact so treated, then any acceleration of
                  exerciseability pursuant to Section (i) or any acceleration of
                  the lapse of restrictions pursuant to Section shall not occur
                  to the extent that the Company's independent public
                  accountants separately determine in good faith that such
                  acceleration would preclude the use of "pooling of interests"
                  accounting.

         12.4.    Reservation of Rights. Except as expressly provided in this
                  Section, the Grantee of an Award hereunder shall have no
                  rights by reason of any subdivision or consolidation of stock
                  of any class or the payment of any stock dividend (bonus
                  shares) or any other increase or decrease in the number of
                  Shares of stock of any class or by reason of any dissolution,
                  liquidation, Merger/Sale, or consolidation, divestiture or
                  spin-off of assets or stock of another company; and any issue
                  by the Company of stock of any class, or securities
                  convertible into shares of stock of any class, shall not
                  effect, and no adjustment by reason thereof shall be made with
                  respect to, the number or price of Shares subject to an Award.
                  The grant of an Award pursuant to the Plan shall not affect in
                  any way the right of power of the Company to make adjustments,
                  reclassifications, reorganizations or changes of its capital
                  or business structures or to merge or to consolidate or to
                  dissolve, liquidate or sell, or transfer all or part of its
                  business or assets or engage in any similar transactions.

13.       NON-TRANSFERABILITY OF AWARDS; SURVIVING BENEFICIARY.

<PAGE>   13

         Until the Initial Public Offering, all Awards granted under the Plan
         shall not be transferable otherwise than by will or by the laws of
         descent and distribution, and Awards may be exercised or otherwise
         realized, during the lifetime of the Grantee, only by the Grantee or by
         his guardian or legal representative, to the extent provided for
         herein. A Grantee may file with the Committee a written designation of
         a beneficiary on such form as may be prescribed by the Committee and
         may, from time to time, amend or revoke such designation. If no
         designated beneficiary survives the Grantee, the executor or
         administrator of the Grantee's estate shall be deemed to be the
         Grantee's beneficiary.

14.      AGREEMENT BY GRANTEE REGARDING TAXES.

         If the Committee shall so require, as a condition of exercise of an
         Option, the release of Shares by the Trustee or the expiration of the
         Restricted Period (each a "Tax Event"), each Grantee shall agree that,
         no later than the date of the Tax Event, he will pay to the Company or
         make arrangements satisfactory to the Committee and the Trustee (if
         applicable) regarding payment of any applicable taxes of any kind
         required by law to be withheld or paid upon the Tax Event. To the
         extent approved by the Committee and permitted by law, a withholding
         obligation may be satisfied by the withholding or delivery of Shares.

         ALL TAX CONSEQUENCES UNDER ANY APPLICABLE LAW WHICH MAY ARISE FROM THE
         GRANT OF ANY OPTIONS, RESTRICTED STOCK OR SHARES, OR IN THE CASE OF AN
         OPTION, FROM ITS EXERCISE, FROM THE SALE OR DISPOSITION OF THE SHARES
         OR RESTRICTED STOCK OR FROM ANY OTHER ACT OF THE GRANTEE IN CONNECTION
         WITH THE FOREGOING SHALL BE BORNE SOLELY BY THE GRANTEE, AND THE
         GRANTEE SHALL INDEMNIFY THE COMPANY, AND THE TRUSTEE, AND SHALL HOLD
         THEM HARMLESS AGAINST AND FROM ANY LIABILITY FOR ANY SUCH TAX OR
         PENALTY, INTEREST OR INDEXATION THEREON OR THEREUPON.

15.      RIGHTS AS A SHAREHOLDER; VOTING AND DIVIDENDS.

         Except as provided in Section hereof, a Grantee or a transferee of an
         Award shall have no rights as a shareholder with respect to any Shares
         covered by the Award until the date of the issuance of a Share
         certificate to him for such Shares, or, in the case of 102 Stock
         Options or 3(9) Stock Options (if such 3(9) Stock Options are being
         held by a Trustee), until the date of the issuance of a Share
         certificate to the Trustee. No adjustment shall be made for dividends
         (ordinary or extraordinary, whether in cash, securities or other
         property) or distribution of other rights for which the record date is
         prior to the date such Share Certificate is issued, except as provided
         in Section hereof. In the event that a Trustee holds Shares issued upon
         the exercise of 102 Stock Options, any cash dividends paid by the
         Company on such Shares shall be paid directly to the Grantee and any
         stock dividends (bonus shares) shall be paid to the Trustee. Subject to
         Section hereof, the Company may restrict or otherwise regulate the
         voting powers with respect to any Shares held by a Grantee pursuant to
         this Plan, as long as the Company's securities are not traded on a
         securities exchange.

<PAGE>   14

16.      NO RIGHTS TO EMPLOYMENT.

         Nothing in the Plan or in any Award granted or Agreement entered into
         pursuant hereto shall confer upon any Grantee the right to continue in
         the employ of, or in a consultant relationship with, the Company or any
         Subsidiary or to be entitled to any remuneration or benefits not set
         forth in the Plan or such Agreement or to interfere with or limit in
         any way the right of the Company or any such Subsidiary to terminate
         such Grantee's employment. Awards granted under the Plan shall not be
         affected by any change in duties or position of a Grantee as long as
         such Grantee continues to be employed by, or in a consultant or
         director relationship with, the Company or any Subsidiary.

17.      APPROVAL.

         The Plan shall take effect upon its adoption by the Board and shall
         terminate on the tenth anniversary of such date. Notwithstanding the
         foregoing, in the event that approval of the Plan by the shareholders
         of the Company is required under applicable law, in connection with the
         application of certain tax treatment or pursuant to applicable stock
         exchange rules or regulations or otherwise, such approval shall be
         obtained within the time required under the applicable law.

18.      PERIOD DURING WHICH AWARDS MAY BE GRANTED.

         Awards may be granted pursuant to the Plan from time to time within a
         period of ten (10) years from the date the Plan is adopted by the
         Board.

19.      AMENDMENT AND TERMINATION OF THE PLAN.

         The Board at any time and from time to time may suspend, terminate,
         modify or amend the Plan. Except as provided in Section hereof, no
         suspension, termination, modification or amendment of the Plan may
         adversely affect any Award previously granted, unless the written
         consent of the Grantee is obtained.

20.      GOVERNING LAW.

         The Plan and all determinations made and actions taken pursuant hereto
         shall be governed by the laws of the State of Israel.