<PAGE>

                                                                    EXHIBIT 10.1
                        INCENTIVE STOCK OPTION AGREEMENT
                              ("OPTION AGREEMENT")

                     Made as of the ______ day of ______1999

                                 By and between

                         XACCT TECHNOLOGIES (1997) LTD.
                                 ("THE COMPANY")

                          an Israeli Company located at
                                 31 Lechi Street
                                 Bnei-Brak 51200
                                     Israel

                                OF THE FIRST PART

                                       AND

                                ("THE OPTIONEE")
                               OF THE SECOND PART

                                    PREAMBLE

WHEREAS       In July, 1998, the Company has adopted it's Option Plan, a copy of
              which is attached hereto as EXHIBIT A, forming an integral part
              hereof and -

WHEREAS       The Company has determined that the Optionee be granted an Options
              under the Option Plan to buy Shares of the Company, and the
              Optionee has agreed to such grant, all on the terms and subject to
              the conditions hereinafter provided.
<PAGE>


NOW, THEREFORE, it is agreed as follows:

1.     PREAMBLE AND DEFINITIONS

       1.1    The Preamble to this Option Agreement constitutes an integral part
              hereof.

       1.2    Unless otherwise defined herein, capitalized terms used herein
              shall have the meaning ascribed to them in the Option Plan.

2.     GRANT OF OPTION

       2.1    The Company hereby grants the Optionee ISOs in a number set forth
              in Section 2 of EXHIBIT B hereto (for purposes of this Option
              Agreement - THE OPTION(S) subject in each case to the vesting
              schedule thereof. Each Option is exercisable for One Ordinary
              Share of a nominal value of NIS 0.01 (THE SHARE), at a price per
              Ordinary Share as set forth in Section 3 of EXHIBIT B (THE OPTION
              PRICE), in each case upon the terms and subject to the conditions
              set forth herein. Each Share shall be allocated from the total
              number of shares reserved from of the Company's authorized share
              capital for the Option Plan

              The Option Price will be paid in NIS in accordance with the
              representative rate of exchange of the U.S. dollar, published by
              the Bank of Israel and known on the date of giving the notice of
              exercise (as set forth in Section 5.1 hereinafter).

       2.2    The Optionee is aware that the Company intends to issue additional
              shares in the future to various entities and individuals, as the
              Company in its sole discretion shall determine.

3.     PERIOD OF OPTION AND CONDITIONS OF EXERCISE

       3.1    The terms of this Option Agreement shall commence on the date
              hereof (THE DATE OF GRANT) and terminate at the Expiration Date
              (as defined in Section 6 below), or at the time at which the
              Option is completely terminated pursuant to the terms of the
              Option Plan or pursuant to this Option Agreement.

       3.2    The Options may be exercised by the Optionee in whole at any time
              or in part from time to time, as determined by the Board, and to
              the extent that the Options become vested and exercisable, prior
              to the Expiration Date, and provided that, subject to the
              provisions of Section 3.4 below, the Optionee is an employee of
              the Company or any of its subsidiaries, at all times during the
              period beginning with the granting of the Option and ending upon
              the date of exercise.

       3.3    Subject to the provisions of Section 3.4 below, in the event of
              termination of the Optionees employment with the Company or any of
              its subsidiaries, all Options granted to him or her will
              immediately be expired. A notice of termination of employment by
              either the Company or the Optionee shall be deemed to constitute
              termination of employment.


                                       2
<PAGE>


       3.4    Notwithstanding anything to the contrary hereinabove, an Option
              may be exercised after the date of termination of Optionee's
              employment with the Company or any subsidiary of the Company
              during an additional period of time beyond the date of such
              termination, but only with respect to the number of Options
              already vested at the time of such termination according to the
              vesting periods of the Options, set forth in Section 4 below, if:
              (I) prior to the date of such termination, the Committee shall
              authorize an extension of the terms of all or part of the Options
              beyond the date of such termination for a period not to exceed the
              period during which the Options by their terms would otherwise
              have been exercisable, (ii) termination is without Cause (as
              defined below), in which event any Options still in force and
              unexpired may be exercised within a period of 90 (ninety) days
              from the date of such termination, but only with respect to the
              number of shares purchasable at the time of such termination,
              according to the vesting periods of the Options, (iii) termination
              is the result of death or disability of the Optionee, in which
              event any Options still in force and unexpired may be exercised
              within a period of 3 (three) months from the date of termination,
              but only with respect to the number of Options already vested at
              the time of such termination according to the vesting periods of
              the Options. The term CAUSE shall mean any action, omission or
              state of affairs related to the Optionee which the Committee or
              the Board decides, in its sole discretion, is against the best
              interests of the Company.

       3.5    The Options may be exercised only to purchase whole Shares, and in
              no case may a fraction of a Share be purchased. If any fractional
              Shares would be deliverable upon exercise, such fraction shall be
              rounded up one-half or more, or otherwise rounded down, to the
              nearest whole number.

4.     VESTING

       Subject to the requirements as to the number of Shares for which an
       Option is exercisable, as set forth in Section 2.1 above, Options shall
       vest (i.e., Options shall become exercisable) at the dates set forth in
       Section 6 of Exhibit B hereto.

5.     METHOD OF EXERCISE

       Options shall be exercised by the Optionee by giving written notice to
       the Company, in such form and method as may be determined by the Company
       (THE EXERCISE NOTICE), which exercise shall be effective upon receipt of
       such notice by the Company at its principal office. The notice shall
       specify the number of Shares with respect to which the Option is being
       exercised.


                                       3
<PAGE>


 6.     TERMINATION OF OPTION

       6.1    Except as otherwise stated in this Option Agreement, the Options,
              to the extent not previously exercised, shall terminate forthwith
              upon the earlier of: (I) the date set forth in Section 4 of
              Exhibit B hereto; and - (ii) the expiration of any extended period
              in any of the events set forth in Section 3.4 above (and such
              earlier date shall be hereinafter referred to as THE EXPIRATION
              DATE).

       6.2    Without derogating from the above, the Committee may, with the
              prior written consent of the Optionee, from time to time cancel
              all or any portion of the Options then subject to exercise, and
              the Company's obligation in respect of such Options may be
              discharged by (I) payment to the Optionee of an amount in cash
              equal to the excess, if any, of the fair market value of the
              Shares pertaining to such canceled Options, at the date of such
              cancellation, over the aggregate purchase price of such Shares;
              (ii) the issuance or transfer to the Optionee of Shares of the
              Company with a fair market value at the date of such transfer
              equal to any such excess; or (iii) a combination of cash and
              Shares with a combined value equal to any such excess, all
              determined by the Committee in its sole discretion.

7.     ADJUSTMENTS

       7.1    If the Company is separated, reorganized, merged, consolidated or
              amalgamated with or into another corporation while unexercised
              Options remain outstanding under the Option Plan, there shall be
              substituted for the Shares subject to the unexercised portions of
              such outstanding Options an appropriate number of shares of each
              class of shares or other securities of the separated, reorganized,
              merged, consolidated or amalgamated corporation which were
              distributed to the shareholders of the Company in respect of such
              shares, and appropriate adjustments shall be made in the purchase
              price per share to reflect such action. However, subject to any
              applicable law, in the event the successor corporation does not
              agree to assume the award as aforesaid, the Vesting Period a set
              forth in section 4 above shall be accelerated so that any
              unexercisable or unvested portion of the outstanding Options shall
              be immediately exercisable and vested in full as of the date ten
              (10) days prior to the date of the change in control.

       7.2    If the Company is liquidated or dissolved while unexercised
              Options remain outstanding, then all such outstanding Options may
              be exercised in by the Optionee as of the effective date of any
              such liquidation or dissolution of the Company without regard to
              the installment exercise provisions hereof, by the Optionee giving
              notice in writing to the Company of his or her intention to so
              exercise.


                                       4
<PAGE>


       7.3    If the outstanding shares of the Company shall at any time be
              changed or exchanged by declaration of a stock dividend, stock
              split, combination or exchange of shares, re-capitalization, or
              any other like event by or of the Company, and as often as the
              same shall occur, then the number, class and kind of Shares
              subject to the Option therefore granted, and the Option Price,
              shall be appropriately and equitably adjusted so as to maintain
              the proportionate number of Shares without changing the aggregate
              Option Price; provided, however, that no adjustment shall be made
              by reason of the distribution of subscription rights on
              outstanding shares, all as will be determined by the Board whose
              determination shall be final.

       7.4    Anything herein to the contrary notwithstanding, if prior to the
              completion of the IPO, all or substantially all of the shares of
              the Company are to be sold, or upon a merger or reorganization or
              the like, the shares of the Company, or any class thereof, are to
              be exchanged for securities of another Company, then in such
              event, the Optionee shall be obliged to sell or exchange (in
              accordance with the value of his or her Shares in accordance to
              the transaction) as the case may be, the Shares such Optionee
              purchased hereunder, in accordance with the instructions then
              issued by the Board, which will be given according to the decided
              upon policy concerning Optionees under the Option Plan.

8.     RIGHTS PRIOR TO EXERCISE OF OPTION; LIMITATIONS AFTER PURCHASE OF SHARES

       8.1    Subject to the provisions of Section 8.2 below, the Optionee shall
              not have any of the rights or privileges of shareholders of the
              Company in respect of any Shares purchasable upon the exercise of
              any part of an Option unless and until, following exercise,
              registration of the Optionee as holder of such Shares in the
              Companies register of members.

       8.2    With respect to all Shares (in contrary to unexercised Options)
              issued upon the exercise of Options and purchased by the Optionee,
              the Optionee shall be entitled to receive dividends in accordance
              with the quantity of such Shares, and subject to any applicable
              taxation on distribution of dividends.

       8.3    No Option purchasable hereunder, whether fully paid or not, shall
              be assignable, transferable or given as collateral or any right
              with respect to them given to any third party whatsoever, and
              during the lifetime of the Optionee each and all of the Optionee's
              rights to purchase Shares hereunder shall be exercisable only by
              the Optionee.

              Any action or dealing in contravention of the prohibitions set
              forth in this Section 8.3 whether present or future, direct or
              indirect, shall be null and void.


                                       5
<PAGE>


       8.4    The Optionee may be required by the Company, at the Company's
              discretion, to give a representation in writing upon exercising
              the Option, that he or she is acquiring the Shares for his or her
              own account, for investment and not with a view to, or for sale in
              connection with, the distribution of any part thereof.

       8.5    The Optionee shall not dispose of any Option Shares in
              transactions which, in the opinion of counsel to the Company,
              violate the U.S. Securities Act of 1933, as amended (the "1933
              Act"), or the rules and regulations thereunder, or any applicable
              state securities or "blue sky" laws, including the securities laws
              of the State of Israel.

       8.6    If any Option Shares shall be registered under the 1933 Act, no
              public offering (otherwise than on a national securities exchange,
              as defined in the Securities Exchange Act of 1934, as amended) of
              any Option Shares shall be made by the Optionee (or any other
              person) under such circumstances that he or she (or such other
              person) many be deemed an underwriter, as defined in the 1933 Act.

       8.7    The Optionee agrees that the Company shall have the authority to
              endorse upon the certificate or certificates representing the
              Option Shares such legends referring to the foregoing
              restrictions, and any other applicable restrictions, as it many
              deem appropriate (which do not violate the Optionee's rights
              according to this Option Agreement).

9.     SHARES SUBJECT TO RIGHT OF FIRST REFUSAL

       9.1    Notwithstanding anything to the contrary in the Articles of
              Association of the Company, the Optionee shall not have a right of
              first refusal in relation with any sale, transfer or allotment of
              shares in the Company.

       9.2    Until such time as the Company shall effectuate an IPO, the sale
              of Shares issuable upon exercise of an Option, by the Optionee,
              shall be subject to a right of first refusal on the part of the
              Company's Founders, as defined in the Articles of Association of
              the Company in effect in July 1998 (save, for the avoidance of
              doubt, for other Optionees who already exercised their Options),
              PRO RATA in accordance with their shareholding, by the Optionee
              giving a notice of sale (THE NOTICE) to the Company who will
              forward the Notice to the Founders.

              The notice shall specify the Number of Shares offered for sale,
              the price per Share and the payment terms. The Founders will be
              entitled for 30 days from the day of receipt of the Notice ("THE
              30 DAYS PERIOD"), to purchase all or part of the offered Shares,
              PRO RATA in accordance with their shareholding. If by the end of
              the 30 Days Period not all of the offered Shares have been
              purchased by the Founders, the Optionee will be entitled to sell
              such Shares at any time during the 90 days following the end of
              the 30 Days Period on terms not more favorable than those set out
              in the Notice.


                                       6
<PAGE>


10.    GOVERNMENT REGULATIONS

       The Option Plan, and the granting and exercise of the Option thereunder,
       and the Company's obligation to sell and deliver Shares or cash under the
       Option, are subject to all applicable laws, rules and regulations,
       whether of the State of Israel or of the United States or any other state
       having jurisdiction over the Company and the Optionee, including the
       registration of the Shares under the 1933 Act, and to such approvals by
       any governmental agencies or national securities exchanges as may
       required.

11.    CONTINUANCE OF EMPLOYMENT

       Nothing in this Option Agreement shall be construed to impose any
       obligation on the Company or a subsidiary thereof to continue the
       Optionee's employment with it, to confer upon the Optionee any right to
       continue in the employ of the Company or a subsidiary thereof, or to
       restrict the right of the Company or a subsidiary thereof to terminate
       such employment at any time.

12.    GOVERNING LAW & JURISDICTION

       This Option Agreement shall be governed by and construed and enforced in
       accordance with the laws of the State of Israel applicable to contracts
       made and to be performed therein, without giving effect to the principles
       of conflict of laws. The competent courts of Tel-Aviv, Israel shall have
       sole and exclusive jurisdiction in any matters pertaining to this Option
       Agreement.

13.    TAX CONSEQUENCES

       Any tax consequences arising from the grant or exercise of any Option,
       from the payment for Shares covered thereby or from any other event or
       act (of the Company or the Optionee), hereunder, shall be borne solely by
       the Optionee. The Company shall withhold taxes according to the
       requirements under the applicable laws, rules, and regulations, including
       the withholding of taxes at source. Furthermore, the Optionee shall agree
       to indemnify the Company and hold it harmless against and from any and
       all liability for any such tax or interest or penalty thereon, including
       without limitation, liabilities relating to the necessity to withhold, or
       to have withheld, any such tax from any payment made to the Optionee.


                                       7
<PAGE>


14.    FAILURE TO ENFORCE NOT A WAIVER

       The failure of the any party to enforce at any time any provisions of
       this Option Agreement shall in no way be construed to be a waiver of such
       provision or of any other provision hereof.

15.    PROVISIONS OF THE OPTION PLAN

       The Options provided for herein are granted pursuant to the Option Plan,
       and said Options and this Option are in all respects governed by the
       Option Plan and subject to all of the terms and provisions whether such
       terms and provisions are incorporated in this Option Agreement solely by
       reference or are expressly cited herein.

       Any interpretation of this Option Agreement will be made in accordance
       with the Option Plan and in the event there is any contradiction between
       the provisions of this Option Agreement and the Option Plan, the
       provisions of the Plan will prevail.

16.    BINDING EFFECT

       This Option Agreement shall be binding upon the heirs, executors,
       administrators, and successors of the parties hereof.

17.    NOTICES

       Any notice required or permitted under this Option Agreement shall be
       deemed to have been duly given if delivered, faxed or mailed, if
       delivered by certified or registered mail or return receipt requested,
       either to the Optionee at his or her address set forth above or such
       other address as he or she may designate in writing to the Company, or to
       the Company at the address set forth above or such other address as the
       Company may designate in writing to the Optionee, within one from time to
       time.

18.    ENTIRE AGREEMENT

       This Option Agreement exclusively concludes all the terms of the
       Optionee's Option Plan, and, subject to the provisions of Section 20 of
       the Option Plan, annuls and supersedes any other agreement, arrangement
       or understanding, whether oral or in writing, relating to the grant of
       options to the Optionee. Any change of any kind to this Option Agreement
       will be valid only if made in writing and signed by both the Optionee and
       the Company's authorized member and has received the approval of the
       Board.


                                       8
<PAGE>


IN WITNESS WHEREOF, the Company executed this Option Agreement in duplicate on
the day and year first above written.

XACCT Technologies (1997) Ltd.



By: Eric Gries, President and CEO
                                   -------------------------------


The undersigned hereby accepts, and agrees to, all terms and provisions of the
foregoing Option Agreement.



-------------------------------
The Optionee


                                       9
<PAGE>


                                    EXHIBIT A

                            XACCT TECHNOLOGIES (1997)
                                      LTD.

                                    THE 1998
                                STOCK OPTION PLAN


                                       10
<PAGE>


                         XACCT TECHNOLOGIES (1997) LTD.

                                    THE 1998
                                STOCK OPTION PLAN

1.     NAME

       This 1998 Stock Option Plan, as amended from time to time, shall be known
       as the XaCCT Technologies (1997) Ltd. 1998 Stock Option Plan (the "OPTION
       PLAN"). For the purposes of this Option Plan the reference to or the use
       of the term "Stock" or "stock" shall mean and refer to a "share" as
       defined in Section 1 of the Israeli Companies Ordinance New Version
       (5743-1983) (the "Ordinance") and not "stock" within the meaning Section
       146 of the Ordinance.

2.     PURPOSE OF THE OPTION PLAN

       The Option Plan is intended as an incentive to retain, in the employ of
       XaCCT Technologies (1997) Ltd.("THE COMPANY") and its subsidiaries,
       persons of training, experience, and ability, to attract new employees,
       directors and consultants whose services are considered valuable, to
       encourage the sense of proprietorship of such persons, and to stimulate
       the active interest of such persons in the development and financial
       success of the Company by providing them with opportunities to purchase
       shares in the Company, pursuant to the Option Plan approved by the board
       of directors of the company ("THE BOARD"). Options granted under the 1998
       Plan may or may not contain such terms as will qualify the Options as
       Incentive Stock Options ("ISOS") within the meaning of Section 422(b) of
       the United States Internal Revenue Code of 1986, as amended (the "CODE").
       Options which shall not contain terms as will qualify them as ISOs shall
       be referred to herein as Non - Qualified Stock Options ("NQSOS"). (All
       options granted hereunder shall be referred to herein together as the
       "OPTIONS").

3.     ADMINISTRATION OF THE OPTION PLAN

       The Board or a share option committee appointed and maintained by the
       Board for such purpose ("THE COMMITTEE") shall have the power to
       administer the Option Plan. Notwithstanding the above, the Board shall
       automatically have a residual authority if no Committee shall be
       constituted or if such Committee shall cease to operate for any reason
       whatsoever.


                                       11
<PAGE>


       The Committee shall consist of such number of members (not less than two
       (2) in number) as may be fixed by the Board. The Committee shall select
       one of its members as its chairman ("THE CHAIRMAN") and shall hold its
       meetings at such times and places as the Chairman shall determine. The
       Committee shall keep records of its meetings and shall make such rules
       and regulations for the conduct of its business as it shall deem
       advisable.

       Any member of such Committee shall be eligible to receive Options under
       the Option Plan while serving on the Committee, unless otherwise
       specified herein.

       The Committee shall have full power and authority (i) to designate
       participants (ii) to determine the terms and provisions of respective
       Option agreements (which need not be identical) including, but not
       limited to, the number of shares in the Company to be covered by each
       Option, provisions concerning the time or times when and the extent to
       which the Options may be exercised and the nature and duration of
       restrictions as to transferability or restrictions constituting
       substantial risk of forfeiture; (iii) to accelerate the right of an
       Optionee to exercise, in whole or in part, any previously granted Option;
       (iv) to designate Options as Incentive Stock Options or as Non -
       Qualified Stock Options, (v) to interpret the provisions and supervise
       the administration of the Option Plan; and - (vi) to determine any other
       matter which is necessary or desirable for, or incidental to
       administration of the Option Plan.

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

       All decisions and selections made by the Board or the Committee pursuant
       to the provisions of the Option Plan shall be made by a majority of its
       members except that no member of the Board or the Committee shall vote
       on, or be counted for quorum purposes, with respect to any proposed
       action of the Board or the Committee relating to any Option to be granted
       to that member. Any decision reduced to writing and signed by a majority
       of the members who are authorized to make such decision shall be fully
       effective as if it had been made by a majority at a meeting duly held.

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

       Subject to the Company decision, each member of the Board or the
       Committee shall be indemnified and held harmless by the Company against
       any cost or expense (including counsel fees) reasonably incurred by him
       or her, or any liability (including any sum paid in settlement of a claim
       with the approval of the Company) arising out of any act or omission to
       act in connection with the Option Plan unless arising out of such
       member's own fraud or bad faith, to the extent permitted by applicable
       law. Such indemnification shall be in addition to any rights of
       indemnification the member may have as a director or otherwise under the
       Company's Articles of Association, any agreement, any vote of
       shareholders or disinterested directors, insurance policy or otherwise.


                                       12
<PAGE>


4.     DESIGNATION OF PARTICIPANTS

       The persons eligible for participation in the Option Plan as recipients
       of Options shall include any employees, directors and consultants of the
       Company or of any subsidiary of the Company. The grant of an Option
       hereunder shall neither entitle the recipient thereof to participate nor
       disqualify him or her from participating in, any other grant of Options
       pursuant to this Option Plan or any other option or share option plan of
       the Company or any of its affiliates.

5.     SHARES RESERVED FOR THE OPTION PLAN; RESTRICTION THEREON

       5.1    Subject to adjustments as set forth in Section 8 below, a total of
              ______Ordinary Shares, of NIS 0.01n.v. each ("THE SHARES") shall
              be subject to the Option Plan. The foregoing number of shares may
              be increased or decreased by the events set forth in Section 8
              ("ADJUSTMENT") hereof. The Shares subject to the Option Plan are
              hereby reserved for such purpose in the authorized share capital
              of the Company and may only be issued in terms hereof. Any of such
              Shares which may remain unissued and which are not subject to
              outstanding Options at the termination of the Option Plan shall
              cease to be reserved for the purpose of the Option Plan, but until
              termination of the Option Plan the Company shall at all times
              reserve sufficient number of Shares to meet the requirements of
              the Option Plan. Should any Option for any reason expire or be
              canceled prior to its exercise or relinquishment in full, the
              Shares therefore subject to such Option may again be subjected to
              an Option under the Option Plan.

       5.2    Each Option granted pursuant to the Plan, shall be evidenced by a
              written agreement between the Company and the Optionee (the
              "OPTION AGREEMENT"), in such form as the Board or the Committee
              shall from time to time approve. Each Option Agreement shall state
              the number of ordinary shares to which the Option relates and the
              type of option granted thereunder (whether an ISO or an NQSO).

6.     OPTION PRICE

       6.1    The purchase price of each Share subject to an Option or any
              portion thereof shall be determined by the Committee in its sole
              and absolute discretion in accordance with applicable law, subject
              to any guidelines as may be determined by the Board from time to
              time. In the case of an ISO, the exercise price shall not be less
              than 100% of the fair market value thereof, as determined by the
              Board or the Committee in its sole discretion.

       6.2    The Option price shall be payable upon the exercise of the Option
              in a form satisfactory to the Committee, including without
              limitation, by cash or check. The Committee shall have the
              authority to postpone the date of payment on such terms as it may
              determine.


                                       13
<PAGE>


7.     ADJUSTMENTS

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

       7.1    If the Company is separated, reorganized, merged, consolidated or
              amalgamated with or into another corporation while unexercised
              Options remain outstanding under the Option Plan, there shall be
              substituted for the Shares subject to the unexercised portions of
              such outstanding Options an appropriate number of shares of each
              class of shares or other securities of the separated, reorganized,
              merged, consolidated or amalgamated corporation which were
              distributed to the shareholders of the Company in respect of such
              shares, and appropriate adjustments shall be made in the purchase
              price per share to reflect such action. However, subject to any
              applicable law, in the event the successor corporation does not
              agree to assume the award as aforesaid, the Vesting Period a set
              forth in section 4 above shall be accelerated so that any
              unexercisable or unvested portion of the outstanding Options shall
              be immediately exercisable and vested in full as of the date ten
              (10) days prior to the date of the change in control.

       7.2    If the Company is liquidated or dissolved while unexercised
              Options remain outstanding under the Option Plan, then all such
              outstanding Options may be exercised in full by the Optionees as
              of the effective date of any such liquidation or dissolution of
              the Company without regard to the installment exercise provisions
              of Section 8(2), by the Optionees giving notice in writing to the
              Company of their intention to so exercise.

       7.3    If the outstanding shares of the Company shall at anytime be
              changed or exchanged by declaration of a share dividend, share
              split, combination or exchange of shares, recapitalization, or any
              other like event by or of the Company, and as often as the same
              shall occur, then the number, class and kind of Shares subject to
              this Option Plan or subject to any Options therefore granted, and
              the Option prices, shall be appropriately and equitably adjusted
              so as to maintain the proportionate number of Shares without
              changing the aggregate Option price, provided, however, that no
              adjustment shall be made by reason of the distribution of
              subscription rights on outstanding shares. Upon happening of any
              of the foregoing, the class and aggregate number of Shares
              issuable pursuant to the Option Plan (as set forth in Section 5
              hereof), in respect of which Options have not yet been exercised,
              shall be appropriately adjusted, all as will be determined by the
              Board whose determination shall be final.

       7.4    Anything herein to the contrary notwithstanding, if prior to the
              completion of an initial public offering of the Company's
              securities (IPO), all or substantially all of the shares of the
              Company are to be sold, or upon a merger or reorganization or the
              like, the shares of the Company, or any class thereof, are to be
              exchanged for securities of another Company, then in such event,
              each Optionee shall be obliged to sell or exchange, as the case
              may be, the shares such Optionee purchased under the Option Plan,
              in accordance with the instructions then issued by the Board whose
              determination shall be final.


                                       14
<PAGE>


8.     TERM AND EXERCISE OF OPTIONS

       8.1    Options shall be exercised by the Optionee by giving written
              notice to the Company, in such form and method as may be
              determined by the Company, which exercise shall be effective upon
              receipt of such notice by the Company at its principal office. The
              notice shall specify the number of Shares with respect to which
              the Option is being exercised.

       8.2    Each Option granted under this Option Plan shall be exercisable
              following the exercise dates and for the number of Shares as shall
              be provided in Exhibit B to the Option Agreement. However, (i)
              subject to the provisions of section 8.6 below, no option shall be
              exercisable after the expiration of ten (10) years from the Date
              of Grant as defined for each Optionee in his or her Option
              Agreement and (ii) no ISO may be granted to a person who at the
              time of the grant owns more than 10% of the voting power or value
              of all classes of shares of the Company or its subsidiary. However
              no Option shall be exercisable after the Expiration Date.

       8.3    Options granted under the Option Plan shall not be transferable by
              Optionees other than by will or laws of descent and distribution,
              and during an Optionee's lifetime shall be exercisable only by
              that Optionee.

       8.4    The Options may be exercised by the Optionee in whole at any time
              or in part from time to time, to the extent that the Options
              become vested and exercisable, prior to the Expiration Date, and
              provided that, subject to the provisions of Section 8.6 below (i)
              the Optionee is an employee of the Company or any of its
              subsidiaries, at all times during the period beginning with the
              granting of the Option and ending upon the date of exercise (ii)
              the director or the consultant is serving the Company or any of
              its subsidiaries, at all times during the period beginning with
              the granting of the Option and ending upon the date of exercise.

       8.5    Subject to the provisions of Section 8.6 below, in the event of
              termination of employees employment with the Company or any of its
              subsidiaries, or the termination of services given by directors or
              consultants to the Company or any of its subsidiaries, all Options
              granted to them will immediately be expired. A notice of
              termination of employment or services shall be deemed to
              constitute termination of employment or services.

                                       15
<PAGE>


       8.6    Notwithstanding anything to the contrary hereinabove, an Option
              may be exercised after the date of termination of Optionee's
              service or employment with the Company or any subsidiary of the
              Company during an additional period of time beyond the date of
              such termination, but only with respect to the number of Options
              already vested at the time of such termination according to the
              vesting periods of the Options set forth in Section 4 of such
              Optionee's Option Agreement, if: (i) prior to the date of such
              termination, the Committee shall authorize an extension of the
              terms of all or part of the Options beyond the date of such
              termination for a period not to exceed the period during which the
              Options by their terms would otherwise have been exercisable, (ii)
              termination is without Cause (as defined below), in which event
              any Options still in force and unexpired may be exercised within a
              period of ninety (90) days from the date of such termination, but
              only with respect to the number of shares purchasable at the time
              of such termination, according to the vesting periods of the
              Options, (iii) termination is the result of death or disability of
              the Optionee, in which event any Options still in force and
              unexpired may be exercised within a period of twelve (12) months
              from the date of termination, but only with respect to the number
              of Options already vested at the time of such termination
              according to the vesting periods of the Options. The term "CAUSE"
              shall mean any action, omission or state of affairs related to the
              Optionee which the Committee or the Board decides, in its sole
              discretion, is against the best interests of the Company.

       8.7    Subject to the provisions of Section 12 below, the holders of
              Options shall not have any of the rights or privileges of
              shareholders of the Company in respect of any Shares purchasable
              upon the exercise of any part of an Option unless and until,
              following exercise, registration of the Optionee as holder of such
              Shares in the Companies register of members.

       8.8    Any form of Option agreement authorized by the Option Plan may
              contain such other provisions as the Committee may, from time to
              time, deem advisable. Without limiting the foregoing, the
              Committee may, with the consent of the Optionee, from time to time
              cancel all or any portion of any Option then subject to exercise,
              and the Company's obligation in respect of such Option may be
              discharged by (i) payment to the Optionee of an amount in cash
              equal to the excess, if any, of the Fair Market Value of the
              Shares at the date of such cancellation subject to the portion of
              the Option so canceled over the aggregate purchase price of such
              Shares, (ii) the issuance or transfer to the Optionee of Shares of
              the Company with a Fair Market Value at the date of such transfer
              equal to any such excess, or (iii) a combination of cash and
              shares with a combined value equal to any such excess, all as
              determined by the Committee in its sole discretion.

                                       16
<PAGE>


9.     INCENTIVE STOCK OPTIONS

       Options intended to constitute ISOs, shall be subject to the following
       special terms and conditions in addition to the general terms and
       conditions of the Plan:

       9.1    With respect to ISO granted to employees, the aggregate fair
              market value of the shares (determined as of the grant of the ISO)
              with respect to which ISO are exercisable, for the first time by
              any grantee during any calendar year shall not exceed the
              limitation provided under Section 422(d) of the Internal Revenue
              Code.

       9.2    The Options issued as ISOs must be granted within 10 years of the
              date that the Plan was adopted or the date that the plan is
              approved by the shareholders, whichever is earlier.

       9.3    Any Options issued as ISOs, must by its terms be exercisable only
              within 10 years from the date it is granted.

       9.4    The exercise price of any ISO must not be less than the fair
              market value of the shares at the time the ISO is granted. This
              requirement shall be deemed satisfied if there has been a good
              faith attempt to value the shares accurately for thus purpose.

       9.5    The ISO by its terms must be non-transferable other than at death
              and must be exercisable during the Optionee's lifetime only by the
              Optionee.

10.    PURCHASE OF INVESTMENT

       Unless Shares covered by the Plan have been listed for trade on any stock
       exchange (of any jurisdiction), or the Company has determined that such
       registration is unnecessary, each person exercising an Option under the
       Plan may be required by the Company to give a representation in writing
       that he is acquiring such shares for his or her own account, for
       investment and not with a view to, or for sale in connection with, the
       distribution of any part thereof.

11.    SHARES SUBJECT TO RIGHT OF FIRST REFUSAL

       11.1   Notwithstanding anything to the contrary in the Articles of
              Association of the Company, none of the Optionees shall have a
              right of first refusal in relation with any sale, transfer or
              allotment of shares in the Company.

                                       17
<PAGE>


       11.2   Until such time as the Company shall effectuate an IPO, the sale
              of Shares issuable upon exercise of an Option, by the Optionee,
              shall be subject to a right of first refusal on the part of the
              Company's Founders, as defined in the Articles of Association of
              the Company in effect in July 1998 (save, for the avoidance of
              doubt, for other Optionees who already exercised their Options),
              PRO RATA in accordance with their shareholding, by the Optionee
              giving a notice of sale (THE NOTICE) to the Company who will
              forward the Notice to the Founders.

              The notice shall specify the number of Shares offered for sale,
              the price per Share and the payment terms. The Founders will be
              entitled for 30 days from the day of receipt of the Notice ("THE
              30 DAYS PERIOD"), to purchase all or part of the offered Shares,
              PRO RATA in accordance with their shareholding. If by the end of
              the 30 Days Period not all of the offered Shares have been
              purchased by the Founders, the Optionee will be entitled to sell
              such Shares at any time during the 90 days following the end of
              the 30 Days Period on terms not more favorable than those set out
              in the Notice.

12.    DIVIDENDS

       With respect to all Shares (in contrary to unexercised Options) issued
       upon the exercise of Options and purchased by the Optionee, the Optionee
       shall be entitled to receive dividends in accordance with the quantity of
       such Shares, and subject to any applicable taxation on distribution of
       dividends.

13.    ASSIGNABILITY AND SALE OF OPTIONS

       No Option, purchasable hereunder, whether fully paid or not, shall be
       assignable, transferable or given as collateral or any right with respect
       to them given to any third party whatsoever, and during the lifetime of
       the Optionee each and all of such Optionee's rights to purchase Shares
       hereunder shall be exercisable only by the Optionee.

14.    TERM OF THE OPTION PLAN

       The Option Plan shall be effective as of the day it was adopted by the
       Board and shall terminate at the end of 60 months from such day of
       adoption.

                                       18
<PAGE>


15.    AMENDMENTS OR TERMINATION

       The Board may, at any time and from time to time, amend, alter or
       discontinue the Option Plan, except that no amendment or alteration shall
       be made which would impair the rights of the holder of any Option
       therefore granted, without his or her consent.

16.    GOVERNMENT REGULATIONS

       The Option Plan, and the granting and exercise of Options hereunder, and
       the obligation of the Company to sell and deliver Shares under such
       Options, shall be subject to all applicable laws, rules, and regulations,
       whether of the State of Israel or of the United States or any other state
       having jurisdiction over the Company and the Optionee, including the
       registration of the Shares under the United States Securities Act of
       1933, and to such approvals by any governmental agencies or national
       securities exchanges as may be required.

17.    CONTINUANCE OF EMPLOYMENT OR OTHER ENGAGEMENT

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

18.    GOVERNING LAW & JURISDICTION

       This Option Plan shall be governed by and construed and enforced in
       accordance with the laws of the State of Israel applicable to contracts
       made and to be performed therein, without giving effect to the principles
       of conflict of laws. The competent courts of Tel-Aviv, Israel shall have
       sole and exclusive jurisdiction in any matters pertaining to this Plan.

                                       19
<PAGE>


19.    TAX CONSEQUENCES

       Any tax consequences arising from the grant or exercise of any Option,
       from the payment for Shares covered thereby or from any other event or
       act (of the Company or the Optionee), hereunder, shall be borne solely by
       the Optionee. The Company shall withhold taxes according to the
       requirements under the applicable laws, rules, and regulations, including
       withholding taxes at source. Furthermore, the Optionee shall agree to
       indemnify the Company and hold it harmless against and from any and all
       liability for any such tax or interest or penalty thereon, including
       without limitation, liabilities relating to the necessity to withhold, or
       to have withheld, any such tax from any payment made to the Optionee.

20.    NON-EXCLUSIVITY OF THE OPTION PLAN

       The adoption of the Option Plan by the Board shall not be construed as
       amending, modifying or rescinding any previously approved incentive
       arrangements or as creating any limitations on the power of the Board to
       adopt such other incentive arrangements as it may deem desirable,
       including, without limitation, the granting of share Options otherwise
       then under the Option Plan, and such arrangements may be either
       applicable generally or only in specific cases. For the avoidance of
       doubt, prior grant of options to employees of the Company under their
       employment agreements, and not in the framework of any previous option
       plan, shall not be deemed an approved incentive arrangement for the
       purpose of this Section.

21.    MULTIPLE AGREEMENTS

       The terms of each Option may differ from other Options granted under the
       Option Plan at the same time, or at any other time. The Committee may
       also grant more than one Option to a given Optionee during the term of
       the Option Plan, either in addition to, or in substitution for, one or
       more Options previously granted to that Optionee.

                                       20
<PAGE>


                                    EXHIBIT B

                      TERMS OF THE INCENTIVE STOCK OPTIONS

------------------------------------------------------------------------------
1. Name of the Optionee:
------------------------------------------------------------------------------
2. Number of ISOs granted:
------------------------------------------------------------------------------
3. Price per Share:
------------------------------------------------------------------------------
4. Expiration Date:                8 years from the Date of Grant
------------------------------------------------------------------------------
5. Date of Grant:
------------------------------------------------------------------------------
6. Vesting schedule                4 years
------------------------------------------------------------------------------


-------------------------------------------------------------------------------
    % OF THE OPTIONS                                VESTING DATE
------------------------------------------------------------------------------
         6.25                      Every 3 months, starting from the 3rd month
                                   from the Date of Grant (unless stated
                                   differently in employee's contract
------------------------------------------------------------------------------




Optionee Signature
                   ------------------------

                                       21