M-WISE, INC.
                                 (THE "COMPANY")




                         ISRAEL SHARE OPTION PLAN (2001)




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                                TABLE OF CONTENTS

1.     Preamble.

2.     Administration of the Plan.

3.     Shares Subject to the Plan.

4.     Option Exercise Prices.

5.     Exclusivity of the Plan.

6.     Grant of the Options and Issuance of the Shares to the Trustee; Voting of
       Shares

7.     Option or Share Purchase Agreement; Termination of Employment.

8.     Acceleration of an Option.

9.     Term of Options; Exercise.

10.    Additional Documents.

11.    Taxation.

12.    Dividends.

13.    Rights and/or Benefits arising out of the Employee/Employer Relationship
       and the Absence of an Obligation to Employ.

14.    Adjustments Upon Changes in Capitalization.

15.    Term, Termination and Amendment.

16.    Effectiveness of the Plan.

17.    Release of the Trustee and the Attorney from Liability and
       Indemnification.

18.    Governing Law.



APPENDICES


Appendix A: Employee's Notice to the Trustee as to Exercise of the Option
            (Section 9.2).

Appendix B: Notice to the Company of Exercise of the Option by the Trustee
            (Section 9.4).

Appendix C: Proxy and Power of Attorney (Section 10.2).




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1.     PREAMBLE

       1.1    This plan, as amended from time to time, shall be known as the
              "m-Wise, Inc. Israel Share Option Plan (2001)" (the "PLAN"). The
              purpose and intent of the Plan is to provide incentives to
              employees, directors, consultants and service providers of the
              Company and/or of subsidiaries and/or of affiliated companies of
              the Company (each a "RELATED COMPANY" and collectively, "RELATED
              COMPANIES") by providing them with the opportunity to purchase
              shares of the Company.

              The Plan is designed to comply with Section 102 of the Israeli
              Income Tax Ordinance (New Version), 1961, as amended from time to
              time, or any provision which may amend or replace it (the
              "ORDINANCE" and "SECTION 102") and the rules, regulations and
              orders or procedures promulgated thereunder from time to time, as
              amended or replaced from time to time (the "RULES"), to designate
              them as either grants made through a trustee or not through a
              trustee and to enable the Company and grantees hereunder to
              benefit from Section 102 and the Rules, and also to enable the
              Company to grant options and issue shares outside the context of
              Section 102. The Company, however, does not warrant that the Plan
              will be recognized by the income tax authorities or that future
              changes will not be made to the provisions of applicable laws,
              rules, regulations or the Rules, which are promulgated from time
              to time, or that any exemption or benefit currently available
              pursuant to Section 102 or otherwise will not be abolished.

       1.2    Should any provision of Section 102, regulations thereunder or the
              Rules which apply to employees or any such other grantees as
              applicable under the provisions of Section 102 and the Rules, be
              amended, such amendment shall be deemed included in the Plan with
              respect to options granted or shares issued in the context of
              Section 102. Where a conflict arises between any section of the
              Plan, the Agreement (as defined in Section 7 below) or their
              application, on the one hand, and the provisions of any tax law,
              rule or regulations, including without limitation the Ordinance
              and/or the Rules, whether relied upon for tax relief or otherwise,
              on the other hand, the latter shall prevail and the Board of
              Directors of the Company (the "BOARD") in its sole discretion
              shall determine the necessary changes to be made to the Plan and
              its determination regarding this matter shall be final and
              binding.

       1.3    In the event the Company's shares should be registered for trading
              on any stock exchange, whether in the United States or elsewhere,
              the options and/or shares allotted in accordance with the Plan may
              be made conditional to any requirement or instruction of the stock
              exchange authorities or of any other relevant authority acting
              pursuant to applicable law as shall exist from time to time. In
              such case, by means of a Board resolution, the Plan and the
              agreements prepared pursuant hereto, may be amended as necessary
              to meet such requirements. In the event of a contradiction between
              any such amendment and the Plan's provisions, the amendment shall
              prevail.

2.    ADMINISTRATION OF THE PLAN

       2.1    The Plan shall be administered by the Board and/or by any
              committee of the Board so designated by the Board. Any subsequent
              references herein to the Board shall also mean any such committee
              if appointed and, unless the powers of the committee have been
              specifically limited by law or otherwise, such committee shall
              have all of the powers of the Board granted herein. Subject to
              Sections 4 and 15 herein and applicable law and without derogating
              from the generality of the foregoing, the Board shall have plenary
              authority to determine the terms and conditions of all options
              (which need not be identical), including, without limitation, the
              purchase price of the shares covered by each option, the method of
              payment of the exercise price (whether by cash, check, promissory
              note, consideration received by the Company by cashless exercise,
              or any combination of the foregoing), the individuals to whom, and
              the time or times at which, options shall be granted, the number
              of shares to be subject to each option, whether or not an option
              shall be granted pursuant to Section 102, and if so, whether such



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              option be granted to a trustee under the Ordinance, the election
              of the "Work Income Route" according to Section 102(b)(1) of the
              Ordinance or the "Capital Gains Route" according to Section
              102(b)(2) of the Ordinance or otherwise when an option can be
              exercised and whether in whole or in installments and to make any
              other elections with respect to the Plan pursuant to applicable
              law. Subject to Section 15, the Board shall have plenary authority
              to construe and interpret the Plan, to prescribe, amend and
              rescind the rules and regulations relating to it and to make all
              other determinations deemed necessary or advisable for the
              administration of the Plan. All determinations and decisions of
              the Board pursuant to the provisions of the Plan and all related
              orders and resolutions of the Board shall be final, conclusive and
              binding on all persons, including the Company, its stockholders,
              grantees and their estates and beneficiaries.

       2.2    Any directive or notice signed by a member of the Board shall
              constitute conclusive proof and authority for every act or
              decision of the Company.

       2.3    No director or officer of the Company shall be personally liable
              or obligated to any grantee as a result of any decision made
              and/or action taken with respect to the Plan or its execution.

3.     SHARES SUBJECT TO THE PLAN

       The shares subject to the Plan shall be shares of Common Stock of the
       Company, par value $0.0017 each (the "COMMON STOCK"). The maximum number
       of shares that may be issued under the Plan is 2,403,672 shares of Common
       Stock, as such number of shares may be adjusted in accordance with
       Section 14. Such shares may be in whole or in part, as the Board shall
       from time to time determine and subject to applicable law, authorized and
       unissued shares of Common Stock or issued and fully paid shares of Common
       Stock which shall have been purchased by the Company or the Trustee (as
       hereinafter defined) hereunder with funds provided by the Company. If any
       option granted under the Plan shall expire, terminate or be canceled for
       any reason without having been exercised in full, such shares subject
       thereto shall again be available for the purposes of the Plan. Any
       increase in the maximum number of shares shall be recommended by the
       Board and shall require the approval of a general meeting of the
       stockholders of the Company, as more fully detailed in Section 15 below.

4.     OPTION EXERCISE PRICES

       The consideration to be paid by a grantee for each share purchased by
       exercising an option (the "OPTION EXERCISE PRICE") shall be as determined
       by the Board in any particular instance of grant.



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       The Board may, in its discretion, grant to the holder of an outstanding
       option, in exchange for the surrender and cancellation of such option, a
       new option having an Option Exercise Price lower than provided in the
       option so surrendered and canceled, and containing such other terms and
       conditions as the Board may prescribe in accordance with the provisions
       of this Plan, provided that such new Option Exercise Price shall not be
       less than the par value of the shares subject to the new option.

5.     EXCLUSIVITY OF PLAN

       Unless otherwise determined by the Board in any particular instance or as
       part of the Agreement, each grantee hereunder will be required to declare
       and agree that all prior agreements, arrangements and/or understandings
       with respect to shares of the Company or options to purchase shares of
       the Company which have not actually been issued or granted prior to
       execution of the Agreement shall be null and void and that only the
       provisions of the Plan and/or the Agreement shall apply. Except and to
       the extent otherwise expressly provided in the Agreement, nothing in the
       Agreement or in the provisions thereof shall derogate from anything
       contained in the Plan.

       Notwithstanding the above, the adoption of this Plan, by itself, shall
       not be construed as amending, modifying or rescinding any incentive
       arrangement previously approved by the Board or as creating any
       limitations on the power of the Board to adopt such other incentive
       arrangements as it may deem desirable, including, without limitation, the
       granting of options otherwise than under this Plan, and such arrangements
       may be either applicable generally or only in specific cases.

6. GRANT OF THE OPTIONS AND ISSUANCE OF THE SHARES TO THE TRUSTEE; VOTING OF
SHARES

       6.1    Shares issued upon exercise of an option shall be issued to the
              grantee or to the Trustee, in the name of the grantee and/or on
              his or her behalf, at the sole discretion of the Board. In the
              event that the Board grants an option to be held by the grantee,
              upon the exercise thereof, unless otherwise provided for in the
              Agreement or by the Board, all rights conveyed to the Trustee
              according to this Plan with respect to shares issued upon the
              exercise of an option shall be awarded to said grantee.

       6.2    The Board shall appoint a trustee for the purposes of this Plan
              (the "TRUSTEE"). The Trustee shall have all the powers provided by
              law, the trust agreement with the Company, Section 102, the Rules
              and the Plan and shall act pursuant to the provisions thereof, as
              they shall apply from time to time. The Company shall pay the
              Trustee a fee as shall be agreed between the Trustee and the
              Company. The Board shall be entitled to replace the Trustee and/or
              to nominate another person to serve as a Trustee in lieu of the
              existing Trustee at its sole discretion, subject to applicable
              law, and that the new Trustee shall have the same powers and
              authority which this Plan grants the Trustee.

       6.3    Unless otherwise determined by the Board, all option awards shall
              be issued by the Company in the name of the Trustee and the share
              certificates representing any shares issued pursuant to options
              exercised hereunder, and all rights deriving from or in connection
              therewith, including, without limitation, any bonus shares
              (including stock dividends) issued in connection therewith, shall
              be issued by the Company in the name of the Trustee in trust for
              the designated grantee and shall be deposited with the Trustee,
              held by him and registered in his name in the register of members
              of the Company for such period as determined by the Board but, in



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              the case of grants pursuant to Section 102, not less than the
              period set forth therein or otherwise required with respect
              thereto pursuant to Israeli law, regulations promulgated
              thereunder or the Rules, as shall be in effect from time to
              time(the " LOCK-UP PERIOD"). Furthermore, options granted or
              shares issued pursuant to Section 102 may not be sold until the
              end of the Lock-up Period, unless otherwise allowed or determined
              by the Israeli tax authorities.

       6.4    Without derogating from the provisions of Sections 6.3 above or
              6.8 below, and unless otherwise determined by the Board generally
              or in any particular instance, the shares issued with respect to
              any options granted hereunder and all rights deriving from or in
              connection therewith including, without limitation, any bonus
              shares (including stock dividend) issued in connection therewith,
              will be held by the Trustee and registered in his name until the
              consummation of the initial underwritten public offering of the
              Company's shares, pursuant to an effective registration statement,
              prospectus or similar document in the USA or such other
              jurisdiction as is determined by the Board (the "IPO"), after
              which time the grantee for whom they are being held may request
              the registration in his name and transfer to him, subject to the
              provisions of Israeli and Delaware law, Section 102, regulations
              promulgated thereunder or the Rules and the Plan all as shall be
              in effect from time to time (e.g., payment of taxes, etc.). After
              the consummation of the IPO, options granted pursuant to Section
              102 will be held by the Trustee for not less than the Lock-up
              Period.

       6.5    Options granted hereunder shall not confer upon the grantee any of
              the rights of a stockholder of the Company with respect to the
              shares subject to such options until such shares are issued upon
              the exercise of the options and transferred and registered in the
              name of the grantee as provided for herein.

       6.6    For as long as any shares are held by the Trustee or registered in
              his name or for as long as the certificates representing any
              shares are held by the Trustee, the Trustee alone shall be
              entitled to receive every notice to which a stockholder is
              entitled, or to demand any information, and any financial and/or
              other report to which a stockholder is entitled from the Company,
              and only he or whomever he shall designate pursuant to the Proxy
              and Power of Attorney referred to and as defined in Section 10.2
              below (the "ATTORNEY"), shall be entitled to exercise every other
              right of the stockholders of the Company, including, without
              limitation, the right to participate in and to vote at all
              stockholders' meetings and to sign any resolution in writing on
              behalf of the shares held by the Trustee or registered in its
              name. No grantee shall be entitled to exercise any of these rights
              as a stockholder of the Company nor make any demand or request of
              the Trustee and/or of the Attorney in this regard for as long as
              the shares are held by the Trustee or registered in the Trustee's
              name.

       6.7    Shares registered in the Trustee's name shall be represented at
              all meetings of stockholders of the Company by the Trustee but
              shall either abstain or be voted in the same manner and proportion
              as the other shares or capital stock represented at the meeting,
              at the Trustee's discretion.

       6.8    Nothing in the aforegoing provisions shall derogate from the power
              of the Board to grant options or to allot shares to the Trustee
              otherwise than under the provisions of Section 102 and the Rules
              or to allot shares or grant options to grantees directly otherwise



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              than through the Trustee or on terms which differ from those
              specified above or to approve the transfer of shares from the
              Trustee to the name of any grantee(s) upon such conditions as
              shall be determined by the Board.

7.     OPTION OR SHARE PURCHASE AGREEMENT; TERMINATION OF EMPLOYMENT

       Unless otherwise determined by the Board, every grantee shall be required
       to sign an option or share purchase agreement or other document as shall
       be determined by the Board, in the form approved by the Board (the
       "AGREEMENT").

       The Agreement need not be identical with respect to each grantee. The
       following terms, however, shall apply to all options, and, mutatis
       mutandis, shares, unless expressly otherwise determined in the Agreement
       or by the Board in respect of a particular option:

       7.1    The Option Exercise Price shall be paid by the grantee to the
              Company no later than the date of exercise of the option..

       7.2    The grantee shall have no right of first refusal to purchase
              shares of the Company which may be offered for sale by
              stockholders of the Company, and shall have no pre-emptive rights
              to purchase shares which are being allotted or shall in the future
              be allotted by the Company, to the extent any such rights
              otherwise exist.

7.3 The option and/or the right to the option and/or the shares thereunder are
personal and except insofar as is specified in this Plan, and, where applicable,
subject to Section 102 and the Rules, may not be transferred, assigned, pledged,
withheld, attached or otherwise charged either voluntarily or pursuant to any
law, except by way of transfer pursuant to the laws of inheritance, and no power
of attorney or deed of transfer, whether the same has immediate effect or shall
take effect on a future date, shall be given with respect thereto. During the
lifetime of the grantee the option may only be exercised by the designated
grantee or, if granted to the Trustee, by the Trustee on behalf of the
designated grantee. A note as to the provisions of this sub-section or a legend
may appear on any document which grants the option and in particular in the
Agreement, and also on any share certificate.

        7.4.  Unless otherwise determined by the Board, the right to exercise
              the option is granted to the Trustee on behalf of the grantee.
              Vesting shall be in installments, gradually over a period of 4
              (four) years from the date of grant of the option or such other
              period or periods as determined by the Board. Unless otherwise
              determined, at the conclusion of each period for the exercise of
              the option as determined in the Agreement ("VESTING PERIODS"), the
              option may, from time to time, be exercised in relation to all the
              shares allocated for that period in such manner that at the end of
              the 1 (one) year from the granting of the option the Trustee
              shall, in the absence of a contrary determination in the
              Agreement, be entitled to exercise on behalf of the grantee and at
              his request 1/4 (quarter) of the options granted by the Company
              and at the end of each three months period thereafter another 1/16
              of options granted, PROVIDED that, unless otherwise determined by
              the Board, upon each of such vesting dates the grantee continues
              to be employed or engaged by, or provide services to, the Company
              or a Related Company on a continual basis from the date of the
              grant thereof.


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              In addition, during each of the Vesting Periods, the option may be
              exercised in relation to all or part of the shares allocated for
              any previous Vesting Period in which the option was not fully
              exercised, provided, subject to the provisions of Section 7.6
              hereof, that at the time of the exercise of the option the grantee
              has continued to be employed or engaged by the Company or a
              Related Company on a continual basis from the date of the grant
              thereof until the date of their exercise. After the end of the
              Vesting Periods and during the balance of the option period, the
              option may be exercised, from time to time, in relation to all or
              part of the shares which have not at that time been exercised and
              which remain subject to the option, subject to the provisions of
              Section 7.6 hereof and to any condition in the Agreement, if such
              exists, which provides a minimum number of shares with respect to
              which the option may be exercised and any provision which
              determines the number of times that the Trustee may send the
              Company notice of exercise on behalf of the grantee in respect of
              the option. The Board shall be entitled at any time to shorten the
              vesting schedule or any Vesting Period.

        7.5   The Board may determine, at its sole discretion, that any grantee
              shall be entitled to receive the options or the shares, through
              the Trustee, pursuant to the provisions of this Plan or, subject
              to the provisions Section 102, as applicable, directly in the name
              of the grantee, immediately upon execution of the Agreement or on
              such other date or dates as the Company has undertaken towards
              such grantee. In the event that a grantee is exempt from the
              Vesting Periods (pursuant to the provisions of Section 7.4), the
              Board shall be entitled, subject to applicable law, to determine
              that where the grantee does not comply with the conditions
              determined by the Board or the Agreement or ceases to be an
              employee, director, advisor or a service provider of the Company
              or a Related Company, the Trustee, the Company or a Related
              Company shall have the right to repurchase the shares from the
              grantee for nominal or any other consideration paid by the
              grantee. The Board may set additional conditions to this right of
              repurchase, including without limitation the provision of
              appropriate arrangements for the monies which shall be available
              to the Trustee or a Related Company or others for the purpose of
              the repurchase and conditions with respect to the voting rights of
              the grantee, rights of first refusal or pre-emptive rights to
              purchase shares in the Company, to the extent such rights exist,
              the grantee's right to receive reports or information from the
              Company and the grantee's right to a dividend in respect of shares
              which are subject to a right of reacquisition as aforesaid. For as
              long as the aforegoing conditions of the Board have not been
              complied with or have not lapsed, as applicable, the grantee shall
              not be entitled to sell or charge or transfer in any other manner
              the shares which are subject to the right of reacquisition. As
              security for the compliance with this undertaking, the grantee
              shall deposit the stock certificate evidencing such shares subject
              to the right of reacquisition with the Trustee, who will release
              such share certificate and the shares thereunder to the grantee
              only after the grantee becomes entitled to the shares and the same
              are not subject to any other restrictive condition.

        7.6   TERMINATION OF EMPLOYMENT

7.7.1  7.6.1. TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER. If a
              grantee ceases to be an employee, director, advisor or service
              provider of the Company or a Related Company (other than upon
              death, disability, as provided in Section 7.6.3 below or for Cause
              (as defined below)) the grantee may exercise his or her options
              within such period of time as is specified in the Agreement to the
              extent that the option is exercisable on the earlier of the date
              of termination or notice of termination (but in no event later
              than the expiration of the term of such option as set forth in the
              Agreement). In the absence of a specified time in the Agreement,
              the option shall remain exercisable for thirty (30) days following
              the earlier of such termination or notice of termination (but only
              to the extent the option is exercisable at the earlier of the date
              of termination or notice thereof, and not beyond the scheduled
              expiration date).



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       7.6.2. TERMINATION FOR CAUSE. Upon termination for Cause (as such term
              is defined below), all options held by or on behalf of such
              grantee shall immediately expire upon the earlier of such
              termination or notice of termination (unless the Agreement
              provides otherwise). For purposes hereof, the term "CAUSE" shall
              mean any of (i) a material breach by the grantee of the grantee's
              obligations under any agreement with the Company or any Related
              Company; (ii) the commission by the grantee of an act of fraud or
              embezzlement against the Company or any Related Company or the
              willful taking of action injurious to the business or prospects of
              the Company or any Related Company; (iii) the conviction of the
              grantee of a felony; and (iv) the grantee's involvement in an act
              which constitutes breach of trust between the grantee and the
              Company or any Related Company.

       7.6.3. DISABILITY / DEATH. If the employment or engagement, as
              applicable, of a grantee is terminated by reason of death,
              disability (as determined by the Board in its absolute discretion
              ("DISABILITY")) or retirement after age 60 with the approval of
              the Board, the option shall remain exercisable for a period of one
              (1) year following such termination (but only to the extent
              exercisable at such termination and not beyond the scheduled
              expiration date).

        7.6.4. The Board may determine whether any given leave of absence
              constitutes a termination of employment or engagement. Options
              awarded under this Plan shall not be affected by any change of
              employment or engagement, as applicable, so long as the grantee
              continues to be an employee, director, advisor or service provider
              of the Company or a Related Company.

        7.6.5 In such case as Section 102 and the Rules shall apply to any
              option, where the grantee ceases to be employed or engaged by the
              Company or a Related Company, as applicable under the provisions
              of Section 102 and the Rules, prior to the termination of such
              period as may be prescribed by applicable law, the Ordinance,
              regulations or the Rules, the exemption provided by Section 102
              may not, pursuant to applicable law, apply with respect to that
              grantee pursuant to the Rules. In such case, the grantee shall be
              obliged to make arrangements with the tax authorities at his
              expense for all taxation matters of the options and/or the shares.

        7.6.6 Notwithstanding the foregoing, the Board may in its absolute
              discretion, extend the period of exercise of the option by a
              grantee or grantees for such time as it shall determine, either
              with or without conditions.



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8.     ACCELERATION OF AN OPTION

       In the event the Board (or, if approval of the stockholders is required,
       the stockholders of the Company) shall approve the adoption of any plan
       or proposal for the liquidation or dissolution of the Company then,
       notwithstanding any contrary Vesting Periods in any Agreement or in this
       Plan, and unless in each case the applicable Agreement provides
       otherwise, one-half (1/2) of the outstanding options held by or for the
       benefit of any grantee and which have not yet vested shall be accelerated
       and become immediately vested and exercisable.

       Upon the occurrence of a "Significant Event" (as defined below), and
       either (i) the employment or engagement (as applicable) of a grantee with
       the Company or a Related Company is terminated by the Company or a
       Related Company within twelve (12) months thereafter (other than for
       Cause), (ii) a grantee resigns his employment or engagement (as
       applicable) with the Company or with a Related Company within such period
       due to an adverse change in his or her position with the Company or a
       Related Company (as defined in his or her employment agreement) or in
       circumstances which would result in such resignation being deemed
       termination by the Company or a Related Company pursuant to Section 11(a)
       of the Severance Pay Law, 1963; or (iii) the surviving corporation in a
       consolidation or merger, referred to in (a) below under Significant
       Event, does not assume the option or substitute it with an appropriate
       option in the surviving corporation; and unless in each case the
       applicable Agreement provides otherwise, then all outstanding options
       held by or for the benefit of any such grantee and which have not yet
       vested shall be accelerated and become immediately fully vested and
       exercisable in full (notwithstanding any contrary vesting schedule
       previously agreed).

       Each of the following shall be a "SIGNIFICANT EVENT": approval by the
       Board or (if approval of the stockholders is required) stockholder
       approval of: (a) any consolidation or merger of the Company in which the
       Company is not the continuing or surviving corporation or pursuant to
       which the Common Stock would be converted into cash, securities or other
       property, other than a merger of the Company in which the holders of
       shares Common Stock immediately prior to the merger (on an as-converted
       basis) have the same proportionate ownership of shares of Common Stock
       (on an as-converted basis) of the surviving corporation immediately after
       the merger; or (b) any sale, lease, exchange or other transfer (in one
       transaction or a series of related transactions) of all or substantially
       all the assets of the Company. In addition, effective from consummation
       of the IPO, each of the following shall also be considered a "SIGNIFICANT
       Event": any person or group other than the Company making a tender offer
       or exchange offer to acquire any shares Common Stock (or securities
       convertible into shares of Common Stock) for cash, securities or any
       other consideration, PROVIDED that: (y) at least a portion of such
       securities sought pursuant to the offer in question is acquired; and (z)
       after consummation of such offer, the person in question is the
       beneficial owner, directly or indirectly, of 20% or more of the
       outstanding Common Stock; or (iii) during any period of two consecutive
       years, individuals who at the beginning of such period constituted the
       entire Board ceasing for any reason to constitute a majority thereof
       unless the election, or the nomination for election by the Company's
       stockholders, of each new director was approved by a vote of at least
       two-thirds (2/3) of the directors then still in office who were directors
       at the beginning of the period.


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9.     TERM OF OPTIONS; EXERCISE

       9.1    The term of each option shall be for such period as the Board
              shall determine, but not more than 8 (eight) years from the date
              of grant thereof or such shorter period as is prescribed in
              Section 7.6 hereof.

        9.2   A grantee who desires that the Trustee exercise an option granted
              to the Trustee on his behalf shall so instruct the Trustee in
              writing in the form annexed hereto as APPENDIX A or in such other
              form as shall be approved by the Board from time to time. The
              notice shall be accompanied by, or specify the arrangements for,
              payment of the full Option Exercise Price of such shares as
              provided in the Agreement.

9.3     9.3   As a condition for the exercise of the option, the Company may
              require that the grantee shall pay, or otherwise make arrangements
              to the Company's satisfaction, for the payment of the tax and
              other obligatory payments applicable to him (including all sums
              payable arising out or in connection with the Company's obligation
              to deduct tax and other obligatory payments at source) pursuant to
              applicable law and the provisions of the Plan.

        9.4   Upon receipt of all the requisite documents, approvals and
              payments from the grantee, including without limitation sufficient
              proof of payment or other arrangement with respect to the payment
              of any applicable taxes in form satisfactory to the Company and
              the Trustee, the Trustee shall deliver a notice to the Company in
              the form annexed hereto as APPENDIX B or in such other form as
              shall be approved by the Board. The Company shall allot the shares
              in the name of the Trustee.

       9.5.   A grantee who desires to exercise an option granted directly to
              him (and not through the Trustee), subject to the approval of the
              Board, shall so notify the Company in writing in such form as
              shall be prescribed by the Board from time to time. As a condition
              for the exercise of the option, the grantee shall pay or otherwise
              make arrangements, to the Company's satisfaction, for the payment
              of the tax and other obligatory payments applicable to him
              (including all sums payable by the Company arising out of its
              obligation to deduct tax and other obligatory payments at source)
              pursuant to applicable law and the provisions of the Plan. Upon
              receipt of all the requisite documents, approvals and payments
              from the grantee, the Company shall allot the shares in the name
              of the grantee.

       9.6    Without limiting the foregoing, the Board may, with the consent of
              the grantee, 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
              grantee or to the Trustee on behalf of the grantee of an amount in
              cash equal to the excess, if any, of the Fair Market Value of the
              relevant 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 grantee
              or to the Trustee on behalf of the grantee 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 Board in its sole discretion.

              For purposes hereof, the "Fair Market Value" of the Common Stock
              shall mean, as of any date, the last reported sale price, on that
              date, of the Common Stock of the Company on the principal
              securities exchange on which such shares are then traded, or, in


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              the event that no sales of such shares took place on such date,
              the last reported sale price of such shares on such principal
              securities exchange on the most recent prior date on which a sale
              of shares took place; PROVIDED, HOWEVER, that if such shares are
              not publicly traded on the date as of which Fair Market Value is
              to be determined, "Fair Market Value" of the Common Stock shall
              mean the value as determined in good faith by the Board.

10.     ADDITIONAL DOCUMENTS

        10.1  Until the consummation of the IPO and whether the option or shares
              are granted or issued in the name of the Trustee or otherwise, the
              Company shall have the right to demand from the grantee at any
              time that the same shall provide, and the grantee shall provide,
              any certificate, declaration or other document which the Company
              shall consider to be necessary or desirable pursuant to any law,
              whether local or foreign (including any undertaking on the part of
              the grantee not to sell his or her shares during any period which
              shall be required by an underwriter or investment bank or advisor
              of the Company for the purpose of any share issue whether private
              or public and including any certificate or agreement which the
              Company shall require, if any, from the grantees as members of a
              class of stockholders ), or any certificate, declaration or other
              document the obtaining of which shall be deemed by the Board to be
              appropriate or necessary for the purpose of raising capital for
              the Company of merging the Company with another company (whether
              the Company is the surviving entity or not), or of reorganization
              of the Company, including, in the event of a consolidation or
              merger of the Company or any sale, lease, exchange or other
              transfer of all or substantially all of the assets or shares of
              the Company the sale or exchange, as the case may be, of any
              shares the grantee (or the Trustee on his behalf) may have
              purchased here under all as shall be deemed necessary or desirable
              by the Board.

              As long as the shares and/or the options are registered in the
              Trustee's name, the same shall be authorized to sign the grantee's
              name and on his behalf on any of the aforesaid documentation. In
              the event that the options or Shares have been transferred into
              the name of the grantee, and he or she has refused to confirm any
              document required by the Company as aforesaid by placing his or
              her signature thereon, the Trustee shall be entitled, at the
              request of the Company, to sign any document in the name of the
              grantee and on his or her behalf.

       10.2   Without derogating from the generality of the aforesaid and in
              order to guarantee the aforesaid, and because the rights of the
              Company and the other stockholders are dependent thereon, the
              grantee shall, unless otherwise determined by the Board, upon
              signing the Agreement and as a condition to the grant of any
              options hereunder, execute the Proxy and Power of Attorney
              attached hereto as APPENDIX C, or in such other form as shall be
              approved by the Board from time to time, irrevocably empowering
              the Trustee and/or the Attorney, until consummation of the IPO, to
              sign any document and take any action in his name as aforesaid,
              and the grantee shall have no complaint or claim against the
              Trustee and/or the Attorney in respect of any such signature or
              action, or in respect of any determination of the Trustee pursuant
              hereto, including pursuant to Section 6.6 or to Section 10.1 above
              in respect of such signature. The grantee will authenticate his
              signature in the presence of a notary if he shall be asked to do
              so by the Company, in order to give full validity to the said
              power of attorney.


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11.    TAXATION

       11.1   GENERAL

              Subject to applicable law, the grantee shall be liable for all
              taxes, duties, fines and other payments which may be imposed by
              any tax authorities (whether in Israel or abroad) and for every
              obligatory payment of whatever source in respect of the options,
              the shares (including, without limitation, upon the grant of the
              options, the exercise of the options, the sale of the shares or
              the registration of the shares in the grantee's name) or dividends
              or any other benefit in respect thereof and/or for all charges
              which shall accrue to the grantee, the Company, any Related
              Company and/or to the Trustee in connection with the Plan, the
              options and/or the shares, or any act or omission by the grantee
              or the Company in connection therewith or pursuant to any
              determination by the applicable tax or other authorities.

       11.2   DEDUCTION AT SOURCE

              The Company (including any Related Company) and/or the Trustee
              shall have the right to withhold or to require the grantee to pay
              an amount in cash or to retain or sell without notice shares of
              Common Stock in value sufficient to cover any tax or obligatory
              payment required by any governmental or administrative authority
              to be withheld or otherwise deducted and paid with respect to the
              options or the shares of Common Stock subject thereto (including,
              without limitation, upon their grant, exercise or sale or the
              registration of the shares of Common Stock in the grantee's name)
              or with respect to dividends or any other benefits in respect
              thereof ("WITHHOLDING TAX"), and to make payment (or to reimburse
              itself or himself for payment made) to the appropriate tax or
              other authority of an amount in cash equal to the amount of such
              Withholding Tax. Notwithstanding the foregoing, the grantee shall
              be entitled to satisfy the obligation to pay any Withholding Tax,
              in whole or in part, by providing the Company and/or the Trustee
              with funds sufficient to enable the Company and/or the Trustee to
              pay such Withholding Tax.

       11.3   CERTIFICATE OF AUTHORIZATION OF ASSESSING OFFICER

              The Company (including any Related Company) or the Trustee shall
              at any time be entitled to apply to the Assessing Officer, and in
              the case of a grantee abroad, to any foreign tax authority, for
              receipt of their certificate of authorization as to the amount of
              tax which the Company or any Related Company or the grantee or the
              Trustee is to pay to the tax authorities resulting from granting
              the options or allotting the shares, or regarding any other
              question with respect to the application of the Plan.

12.    DIVIDENDS

       The shares of Common Stock received as a result of the exercise of the
       options shall participate equally with the Company's other Common Stock
       in every cash dividend which shall be declared and distributed subject to
       the following provisions:


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       12.1   A cash dividend shall be distributed only to persons registered in
              the register of members as stockholders on the record date fixed
              for the distribution of the dividend.

       12.2   A dividend with regard to shares which are registered in the name
              of the Trustee shall be paid to the Trustee, subject to any lawful
              deduction of tax, whether such rate is at the usual rate
              applicable to a dividend or at a higher rate. The Trustee shall
              transfer the dividend to the grantees in accordance with
              instructions that he shall receive from the Company.
              Alternatively, the Company shall be entitled to pay the dividend
              directly to the grantee subject to the deduction of the applicable
              tax.

       12.3   Without derogating from the provisions of Sections 11.2 and 12.2
              hereof, the Company or the Trustee shall be entitled to set off
              and deduct at source from any dividend any sum that the grantee
              owes to the Company (including any Related Company) or the
              Trustee, whether under the Plan or otherwise, and/or any sum that
              the grantee owes to the tax or other authorities.

13.    RIGHTS AND/OR BENEFITS ARISING OUT OF THE EMPLOYEE/ EMPLOYER RELATIONSHIP
       AND THE ABSENCE OF AN OBLIGATION TO EMPLOY

       13.1   Other than with respect to social security payments if required to
              be made by the Company or any Related Company as a result of its
              choice of the tax treatment of the options pursuant to Section
              102, no income or gain which shall be credited to or which
              purports to be credited to the grantee as a result of the Plan,
              shall in any manner be taken into account in the calculation of
              the basis of the grantee's entitlements from the Company or any
              Related Company or in the calculation of any social welfare right
              or other rights or benefits arising out of the employee/employer
              relationship. If, pursuant to any law, the Company or any Related
              Company, shall be obliged for the purposes of calculation of the
              said items to take into account income or gain actually or
              theoretically credited to the grantee, the grantee shall indemnify
              the Company or any Related Company, against any expense caused to
              it in this regard.

       13.2   Nothing in the Plan shall be interpreted as obliging the Company
              or any Related Company to employ or engage the services, as
              applicable, of the grantee and nothing in the Plan or any option
              granted pursuant thereto shall confer upon any grantee any right
              to continue in the employment or the engagement, as applicable, of
              the Company or any Related Company or restrict the right of the
              Company or any Related Company to terminate such employment or
              engagement at any time. The grantee shall have no claim whatsoever
              against the Company or any Related Company as a result of the
              termination of his or her employment or engagement, including,
              without limitation, any claim that such termination causes any
              options to expire and/or prevents the grantee from exercising the
              options and/or from receiving or retaining any shares pursuant to
              any agreement between him or her and the Company, or results in
              any loss due to an imposition, or earlier than anticipated
              imposition, of tax or other liability pursuant to applicable law.



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14.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

       Notwithstanding any other provisions of the Plan, the Board shall take
       such actions, if any, as it deems appropriate for the adjustment of the
       number and class of shares subject to each unexercised or unvested option
       and in the option prices in the event of an IPO, changes in the
       outstanding share capital of the Company by reason of any stock dividend
       (bonus shares), stock split, recapitalization, combination, exchange of
       shares, merger, consolidation, liquidation, split-up, split-off, spin-off
       or other similar change in capitalization. In the event of any such
       event, the Board may make any adjustments it deems appropriate, including
       in the aggregate number and class of shares available under the Plan, and
       the Board's determination in this regard shall be conclusive.


15.    TERM, TERMINATION AND AMENDMENT

       Unless the Plan shall theretofore have been terminated as hereinafter
       provided, the Plan shall terminate on, and no option shall be granted
       after, the tenth (10th) anniversary of the date the Plan is adopted by
       the Board. The Board may at any time terminate, modify or amend the Plan
       in such respects as it shall deem advisable; PROVIDED, HOWEVER, that,
       without derogating from the provisions of Section 1 or Section 3 above,
       the Board may not, without approval of a general meeting of the
       stockholders of the Company (or by a resolution in writing of the
       stockholders), by the holders of a majority of the outstanding shares of
       capital stock of the Company with voting rights present and voting at a
       duly held meeting at which a quorum is present (or by a resolution in
       writing of the stockholders as aforesaid), increase the maximum number of
       shares of Common Stock as to which options may be granted under the Plan
       (except by adjustment pursuant to Section 14) or extend the termination
       date of the Plan. Options granted prior to termination of the Plan may,
       subject to the terms of the Plan and any Agreement, be exercised
       thereafter. Without derogating from the provisions of Sections 1.2-1.3,
       unless otherwise provided for herein or in the Agreement, any amendment
       or modification of the Plan shall be deemed included in the Plan with
       respect to options granted or shares issued thereunder from time to time,
       PROVIDED, THAT, no amendment or modification of the Plan may, without the
       consent of the grantee to whom any option shall theretofore have been
       granted, adversely affect the rights of such grantee under such option.

16.    EFFECTIVENESS OF THE PLAN

       The Plan shall become effective as of the date determined by the Board.

17. RELEASE OF THE TRUSTEE AND THE ATTORNEY FROM LIABILITY AND INDEMNIFICATION

       In no event shall the Trustee or the Attorney be liable to the Company
       and/or any grantee under the Plan and/or any third party (including
       without prejudice to the generality of the aforegoing, to the income tax
       authorities and any other governmental or administrative authority), or
       to a purchaser of shares from any grantee or the Trustee with respect to
       any act which has been or will be carried out and/or any opinion which
       has been or will be given in relation to the Plan, its execution and any
       matter connected thereto or arising therefrom. The Company will not, and
       the grantee will be required to covenant upon signing the Agreement that
       he will not, make any claim against the Trustee or the Attorney in any
       manner whatsoever and on any ground whatsoever and they expressly agree
       that if the Trustee or the Attorney are sued by them, then the Trustee or
       the Attorney shall be entitled by virtue of this Section alone to apply
       to the court for dismissal of the action against them with costs. The
       Company covenants and agrees that if an action is commenced by any third
       party against the Trustee or the Attorney they shall be entitled, without
       any objection on the Company's part to join the Company as a third party
       to any action and a judgment against them will be paid by the Company.


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       The Company covenants and the grantee will be required to covenant to
       indemnify the Trustee and/or the Attorney against any liability in
       relation to any claim and/or demand made against the Trustee and/or the
       Attorney by any person whatsoever, including the tax authorities, in
       relation to their acts or omissions in connection with the Plan.

18.    GOVERNING LAW

       The Plan and all instruments issued thereunder shall be governed by and
       construed in accordance with the laws of the State of Israel.
















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