TADIRAN
      SCOPUS LTD.

     

    THE
      2000

    EMPLOYEE
      INCENTIVE SHARE OPTION PLAN

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    1.    PREAMBLE

    On
      August
      20th,
      2000,
      the
      Board of Directors of Tadiran Scopus Ltd. (“the
      Board”, “the Company”respectively)
      resolved that the Company will offer, in
      a
      private
      offering, to some of the Company’s employees (the
      “Optionee(s)”),at
      no
      charge, to such Optionees an amount of up to 858,421 non-negotiable
      Options (the 858,421 Options, or any part thereof, shall be referred
      to as the “Options”)
      that
      can
      be exercised to up to 858,421 of the Company’s
      Ordinary B Shares 0.5 NIS par value after payment of the exercise price,
      as
      defined herein, to the Company (“the
      Option Plan”).

    


    This
      Option Plan is made pursuant to the provisions of Section 102 of the Israeli
      Income Tax Ordinance (New Version) 1961 (“the
      Income Tax Ordinance”) and
      any
      regulations, rules, orders of procedures promulgated thereunder
      or any successor section, regulation, rule order of procedure thereof
(Section
      102, as specified above and the regulations, rules, orders of procedures
      promulgated thereunder or any successor section, regulation, rule order
      of
      procedure thereof shall be referred herein collectively as: “Section
      102”).The
      Options will be allocated subject to any pre-approval of the Option Plan,
      if
      required by the Income Tax Authorities in accordance with Section 102.

    


    In
      the
      event that the recommendations of the Ben Bassat Committee receive a binding
      legal status after this Plan is in force (the “New
      Law”),the
      Company shall
      have full right to turn to the Tax Authority, or any other governmental
authority
      or body, and to request that this Plan shall be adapted to the New Law
      (the
“Request”).If
      the
      Request is approved then this Plan and the Option Agreement,
      which is signed between the Company and an Optionee, shall be interpreted
      as to be fully adapted to the New Law and the Company may make any
      changes in the Option Agreement and/or this Plan to fulfill full adaptation
      to
      the
      New Law. By signing the Option Agreement, the Optionee shall be deemed
      and be declared as granting his/hers fall and irrevocable consent to the
right
      of
      the Company as aforementioned.

     

    2.    PURPOSE
      OF THE OPTION PLAN

    The
      Option Plan is intended as an incentive to retain, in the Company, trained,
      experienced and able employees, to attract new employees, whose services are
      considered
      valuable,
      to
      encourage the sense of proprietorship of such employees,
      and to stimulate the active interest of such employees in the development and
      financial success of the Company. Pursuant to the Option Plan,
      which is designed to benefit from, and is made pursuant to, the provisions
      of Section 102, with respect to Options granted to employees of the Company,
      such employees will be provided with opportunities to purchase Company’s
      shares.

     

    
      
        Tadiran
          Scopus Ltd. - Employees’ Incentive Share Option

        
        

      

      
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    3.    ADMINISTRATION
      OF THE OPTION PLAN


    
      	 	
              3.1

            	
              The
                Board or the Company’s Compensation Committee (“the
                Committee”),
                shall have the power to administer
                the Option Plan. Notwithstanding the above, the Board shall have
                the power
                and authority to take any act the Committee is empowered and authorized
                to
                take or which the Committee is precluded from taking by reason of
                law or
                otherwise.

            


    

     

    
      	 	
              3.2

            	
              The
                Committee
                shall
                consist of such number of members as may be fixed
                by the Board (but not less than two (2) in
                number).

            


    

     

    
      	 	
              3.3

            	
              A
                member of such Committee
                shall not be eligible to receive Options under
                the Option Plan while serving on the
                Committee.

            


    

     

    
      	 	
              3.4

            	
              Subject
                to any restriction according to this Plan or to the Option Agreements,
                the Board shall have the power to allocate Options to Optionees.
                The amount of Options allocated to each Optionee pursuant to
                this Option Plan shall be referred to as the “Total
                Option Amount”.

            


    

     

    
      	 	
              3.5

            	
              Subject
                to this Option Plan, any applicable law, the Company’s Articles
                of Association and any other binding commitment taken by the Company,
                the Committee shall have full power and authority to administer
                the Option Plan. Such power and authority shall include, but not
                be limited to: (i) the determination of the terms and provisions
                of
                the
                respective Option Agreements to be signed
                by
                the Company and each
                Optionee (the “Option
                Agreement(s)”) including,
                but not limited to,
                the period of time in which the Options are to be held by a trustee,
                the
                terms in which the Options vest, 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; (ii) the acceleration
                of any Optionee's right to exercise,
                in
                whole or in part, any
                previously granted Option; (iii) the
                interpretation of the provisions,
                and the supervision over the administration of the Option Plan
                and (iv)
                the
                determination of any other matter which is necessary
                or desirable for, or incidental to, the administration of the Option
                Plan.

            


    

     

    
      	 	
              3.6

            	
              All
                decisions and selections made by the Board or the Committee pursuant
                to the provisions of this 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 all the members, who are authorized to participate
                in such decision, shall be fully effective as if it had been made
                by
                a
                majority at a meeting duly held.

            


    

     

    
      	 	
              3.7

            	
              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.

            


    

     


    
      
        Tadiran
          Scopus Ltd. - Employees’ Incentive Share Option

        
        

      

      
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              3.8

            	
              No
                member of the Board or of the Committee shall be held liable for
                any act
                or determination made in good faith with respect to the Option
                Plan
                or any Option granted thereunder.

            


    

     

    4.    SHARES
      RESERVED FOR
      THE OPTION PLAN

    Subject
      to adjustments, as set forth in Section 11 below, a total of 858,421
      Ordinary
      B Shares of 0.5 NIS par value of the Company’s authorized share capital
      shall be subject to this Option Plan (“Reserved
      Shares”).The
      Reserved
      Shares may be issued only in accordance with the terms hereof. Any such
      Reserved Shares, which remain unissued and which are not subject to other
      outstanding Options, may cease to be reserved for the purpose of the
Option
      Plan, at the Board’s decision, but until termination of the Option Plan
the
      Company shall at all times reserve sufficient number of Reserved Shares to
      meet
      the
      requirements of this 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 Options may again be subjected to Options under
this
      Option Plan.

     

     

    5.    TRUSTEE

    
      	 	
              5.1

            	
              The
                Total Option Amount and/or any shares (as defined below) issued upon
                exercise of such Options and/or other shares received as a result
                of
                any realization of rights pursuant to this Option Plan, shall be
                issued
                to
                the Trust Company of Mizrahi Bank Ltd. who is (or shall be approved
                as) a trustee in accordance with the provisions of Section 102 (the
                “Trustee”),and
                held for the benefit of the Optionee(s) for a period of
                not less than the period required by Section 102 (24 months, as of
                today)
                starting from the date of allocation of the Total Option Amount,
                or any
                part thereof, (“Allocation
                Date”) as
                specified in Exhibit B to the Option
                Agreements. In addition, the Trustee shall not release any shares
                held by it in accordance with the terms of this Plan, until the earlier
                of
                the following events: (i) The initial public offering of the Company’s
                shares; (ii) Another date,
                as
                determined by the Committee, regarding
                all, or any part of the Optionees; (iii) In the event that a certain
                employee wishes to sell the shares held for his or her benefit by
                the
                Trustee, according to a bona fide transaction (as determined by the
                Committee).
                The shares subject to such transaction shall be released upon
                its consummation. Notwithstanding anything to the contrary, the
                Trustee
                shall not release any Options which
                were not yet converted into Shares
                by the relevant Optionee, or release any Shares issued upon exercise
                of
                Options, prior to the full payment of the Optionee’s tax liabilities
                arising from Options which were granted to him/her, and/or any
                Shares issued upon exercise of such
                Options.

            


    

     

    
      	 	
              5.2

            	
              Any
                voting rights attached to any shares issued upon the exercise of
                any
                Options
                granted under the Option
                Plan and held by the Trustee for the benefit
                of the Optionees shall be exercised in accordance to Section 12 to
                this
                Option Plan.

            


    

     


    
      
        Tadiran
          Scopus Ltd. - Employees’ Incentive Share Option

        
        

      

      
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    6.    DESIGNATION
      OF OPTIONEES

    
      	 	
              6.1

            	
              Subject
                to this section 6, the persons eligible for participation in the
                Option
                Plan as Optionee(s) shall include each employee of the Company
                or
                each
                employee
                of
                the Company’s
                Subsidiaries
                (“Subsidiary”
                - a
                company in which the Company holds at least 75% of
                the issued and outstanding share capital). The allocation
                of
                an Option
                hereunder shall neither entitle the recipient thereof to participate,
                nor disqualify him from participating in, any other allocation
                of Options pursuant to this Option Plan or any other option or
                share plan of the Company or any of its
                subsidiaries.

            


    

     

    
      	 	
              6.2

            	
              In
                the Option Plan the terms “employees”or
                “employee”shall
                mean an
                employee
                of
                the Company, or a Subsidiary, who has signed a personal
                employment
                contract with the Company and who has completed a training period
                as shall
                be determined and approved in the sole and absolute discretion of
                the
                Committee or the Board (as these terms are defined
                below).

            


    

     

    
      	 	
              6.3

            	
              No
                person who is a controlling shareholder (‘ba’al
                shlita’,
                as defined in section 32(9) of the Income Tax Ordinance), in the
                Company
                shall be eligible for participation in the Option
                Plan.

            


    

     

    
      	 	
              6.4

            	
              No
                director or general manager (‘menael
                clali’)
                of the Company nor a controlling shareholder (‘ba’al
                shlita’
                as
                defined for the purposes of the Securities Act
                1968) of the Company or any other person or entity to which
                Section 15A(b)(3) to the Securities Act 1968 may apply, shall be
                eligible
                for participation in the Option
                Plan.

            


    

     

     

    
      	7.	
              VESTING;
                EXERCISE PERIOD

            


    

    
      	 	
              7.1

            	
              The
                Options shall vest over three years, starting on the Vesting Commencement
                Date (the “Vesting
                Commencement Date”) as
                determined
                by the Committee
                as
                follows:

            


    

     

    
      	 	
              7.1.1

            	
              30%
                of the Total Option Amount after completing one year of employment
                with the Company, starting from the Vesting Commencement
                Date.

            


    

     

    
      	 	
              7.1.2

            	
              Additional
                8.75% of the Total Option Amount shall vest at the end
                of each of the eight quarters after one year has passed from the
                Vesting Commencement Date.

            


    

     

    
      	 	
              7.1.3

            	
              Notwithstanding
                the aforesaid, the Optionee shall not be entitled
                to more than the Total Option
                Amount.

            


    

     

    
      	 	
              7.2

            	
              Notwithstanding
                anything to the contrary in this Plan, all Options shall expire
                six (6) years from the date the Company adopted this Plan (the
                “Expiration
                Date”).All
                Options that were not exercised by the Expiration
                Date shall expire immediately and the Optionees shall not have
                any claim towards the Company. Nothing in this provision shall
                prejudice
                the shortening of the Exercise Period by virtue of any term to
                this
                Plan.

            


    

     


    
      
        Tadiran
          Scopus Ltd. - Employees’ Incentive Share Option

        
        

      

      
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              7.3

            	
              The
                period in which
                the Options that vest are exercisable shall be called
                “Exercise
                Period”.

            


    

     

     

    
      	8.	
              EXERCISE
                PRICE

            


    

    
      	 	
              8.1

            	
              The
                Exercise Price of any Option (the “Exercise
                Price”)
                shall be determined by the
                Committee.

            


    

     

    
      	 	
              8.2

            	
              The
                Exercise Price shall be payable upon the exercise of the Option in
                a form
                satisfactory to the Committee, including without limitation, by cash,
                cheque or by deduction from the Optionee’s
                salary.

            


    

     

     

    
      	9.	
              TERMINATION
                OF EMPLOYMENT WITH THE
                COMPANY

            


    

    In
      the
      event of termination of an Optionee’s employment with the Company due
      to
      any reason, including, but not limited to: (i) firing of an Optionee or (ii)
      an
      Optionee’s resignation, or (iii) death of an Optionee or (iv) disability of an
Optionee
      or (v) a declaration that the Optinee has no legal capacity, a notice of
the
      termination of employment by either the Company or such Optionee or a
declaration
      as aforementioned, shall be deemed to constitute a termination of employment
      from the date it was delivered to the other side (as for declaration –from
      the
      date it was granted) (“Employment
      Termination Date”), and
      the
following
      instructions shall take place:

     

    
      	 	
              9.1

            	
              In
                the event that the Optionee’s termination of employment with the
                Company
                is not due to the Optionee’s death or disability or declaration
                as
                to legal capacity, then the Optionee will be entitled to exercise
                all, or
                part
                of, the options that are vested at the time of termination of Optionee’s
                employment, for
                a
                period of One Hundred and Eighty (180) days after the date of such
                termination. All unvested Options will immediately
                expire and become void on date of termination of the Optionee’s
                employment with the Company. After the end of the One Hundred
                and Eighty days period, all unexercised options will automatically
                expire and become void.

            


    

     

    
      	 	
              9.2

            	
              In
                the event that the Optionee’s termination of employment with the
                Company
                is a result of his or her disability, then the Optionee will continue
                to be deemed as an employee of the Company for the purpose of
                this Plan, and such Optionee’s rights according to the Plan will not
                be
                derogated due to the fact he or she are no longer employees of the
                Company
                (apart from tax consequences, if applicable, the Optionee will
                solely bear). For the purposes of this section 9.2, “Disability”shall
                mean
                the inability, due to illness or injury, to engage in any gainful
                occupation
                for which the individual is suited by education, training or experience,
                which condition continues for at least six (6)
                months.

            


    

     

    
      	 	
              9.3

            	
              In
                the event that the termination of employment with the Company is
                due
                to the death of the Optionee or declaration as to his or her legal
                incapacity,
                Optionee’s estate or appointed guardian, or other person who
                acquired the right to exercise the option by bequest or inheritance
                or
                order of the Court, will substitute the Optionee with respect to
                Optionee’s
                rights and obligations according to this Plan, as
                if
                the

            


    

     


    
      
        Tadiran
          Scopus Ltd. - Employees’ Incentive Share Option

        
        

      

      
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              Optionee
                continues to be employed with the Company (apart from tax consequences,
                if applicable, to which such Optionee’s estate, appointed guardian etc.
                will solely bear).

            


    

     

    
      	 	
              9.4

            	
              If
                the Optionee chooses to exercise certain options after he or she
                is no
                longer employed by the Company, he or she might lose the tax benefits
                according
                to Section 102. In such case such Optionee will solely bear any
                and all tax consequences.

            


    

     

    
      	 	
              9.5

            	
              Notwithstanding
                anything to the contrary, the Total Option Amount (apart
                from Options that were exercised) will expire if the termination
                of
                the Optionee’s employment with the Company is due to any action,
                omission
                or state of affairs related to him or her which the Committee or
                the Board determines as working against the interests of the Company,
                in its sole discretion. The abovementioned determination of the
                Committee or the Board shall be final and
                conclusive.

            


    

     

    
      	 	
              9.6

            	
              The
                Committee is authorized to reallocate Options that expired under
                the
                provisions of Section 9 to any other Company’s employee, to whom
                Section 6 applies at its sole
                discretion.

            


    

     

    
      	 	
              9.7

            	
              Subject
                to the Israeli Tax Authorities approval, termination of employment
                shall not include termination of employment in order to be employed
                by a Subsidiary (and with respect to employees of a subsidiary –
                in order to be employed by the
                Company).

            


    

     

    
      	 	
              9.8

            	
              For
                the purposes of this Option Plan the Committee or Board is authorized
                to determine if and when an Optionee terminated his/her employment
                with the Company, and due to what
                reason.

            


    

     

    
      	 	
              9.9

            	
              An
                Optionee whose employment has been terminated within a period of
                90 days
                prior to the consummation of an Initial Public Offering (the
                “IPO”)
                of
                the Company, shall be treated for the purpose of his entitlement
                to exercise his Options as if his employment has continued until
                the date of the IPO.

            


    

     

     

    
      	10.	
              TERM
                AND EXERCISE OF OPTIONS

            


    

    
      	 	
              10.1

            	
              Options
                shall be exercised by the Optionee by giving written notice to
                the
                Company as set forth in the Option Agreements, in such form and
                method
                as may be determined by the Company and the Trustee and conforming
                to the provisions of Section 102. The shares that are issued due
                to exercise of Options in accordance with this Option Plan will be
                referred
                to as “the
                Shares”.

            


    

     

    
      	 	
              10.2

            	
              Each
                Optionee will be entitled to exercise, upon paying the Exercise
                Price,
                all,
                or part of the Options he is entitled to at that time during the
                Exercise
                Period of those Options (as defined in the Option Agreement), as
                long as she/he does not exercises less than 100 Options at a time,
                if
                she/he
                was allocated with more than 100
                Options.

            


    

     

    
      	 	
              10.3

            	
              Each
                Option allocated under this Option Plan shall be exercisable during
                the Exercise Period. The exercise of one Option shall entitle
                the

            


    

     


    
      
        Tadiran
          Scopus Ltd. - Employees’ Incentive Share Option

        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    
      	 	 	
              Optionee
                to hold (herself/himself or by a Trustee) one Ordinary B Share
                0.5 NIS par value.

            


    

     

    
      	 	
              10.4

            	
              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 such Optionee.

            


    

     

     

    
      	11.	
              ADJUSTMENTS

            


    

    
      	 	
              11.1

            	
              If
                the Company is separated, reorganized, consolidated with or into
                another
                corporation or most or substantial part of the Company’s assets
                are
                sold while Options which were not yet been exercised remain outstanding
                under this Option Plan, the Company shall use its reasonable
                efforts in order to maintain the rights of the Optionees through
                such
                separations, reorganizations, consolidations or sale, or that
                the Optionee shall be compensated for such event. The Company,
                at
                its sole discretion, shall determine what steps shall be taken
                according
                to this section 11.1.

            


    

     

    
      	 	
              11.2

            	
              If
                more than 50% of the outstanding and issued share capital of the
                Company
                is sold (“the
                Sale”) to
                an entity that does not hold shares of the
                Company prior to the Sale, and Section 11.3 does not apply to such
                Sale,
                then the Board may
                in
                its sole discretion, secure the Optionees’rights
                in the way specified in Section 11.3.1 herein, replacing the event
                of
                the merger with the Sale.

            


    

     

    
      	 	
              11.3

            	
              If
                the Company is merged into another corporate, than the Company
                shall
                make its best reasonable commercial efforts in order to substitute
                all
                outstanding Options, on an equitable basis, (as solely determined
                by
                the
                Committee or the Board) with options or other securities in the
                corporate
                to which the Company shall merge
                into.

            


    

     

    
      	 	
              11.3.1

            	
              However,
                if it is not possible (for any reason whatsoever) to substitute
                the outstanding options as mentioned in section 11.3 above
                than the
                Optionees may exercise all vested Options by no later
                than 14 days prior to the consummation of such merger (unless
                provided otherwise by the Committee or the Board). In such
                case the Optionees will have to sell all Shares they hold (in person
                or by the Trustee) under the same terms as set forth in such
                merger transaction. Unless determined otherwise by the Board
                or the Committee, any Options that are not exercised by the
                Optionees at least 7 days before the effective date of the merger
                shall automatically expire and become
                void.

            


    

     

    
      	
            	11.4	
              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 Exercise Prices of the
                Options,
                shall be appropriately and equitably adjusted so as to maintain
                the
                proportionate number of Shares without changing the
                aggregate

            


    

     


    
      
        Tadiran
          Scopus Ltd. - Employees’ Incentive Share Option

        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    


    Exercise
      Prices of the Options, provided, however, that no adjustment shall
      be
      made by reason of the distribution of subscription rights on outstanding
      stock. Such adjustment shall be made by the Committee or Board, whose
      determination in that respect shall be final, binding and conclusive.

     

    
      	
            	11.5	
              In
                the Option Agreement each Optionee shall be reasonably required to
                agree
                to sign any document he/she should sign pursuant to the provisions
                of this section 11. If the Optionee shall refuse to sign any such
                document the Committee or Board may determine that the Options
                or Shares held by the Trustee for such Optionee’s benefit shall
                immediately
                expire.

            


    

     

    
      	
            	11.6	
              Notwithstanding
                the forgoing, the holding of each Optionee in the Company
                as a result his or hers entitlement to Options or Shares, shall
                be
                fully diluted by any Subsequent Investment in the Company by a
                shareholder
                of the Company or by any other third party (the “Investor”),
                as long as the Investor is not an employee of the Company
                to whom Section 6 applies, “Subsequent
                Investment”shall
                mean
                any investment in the Company whether by issuance of the Company’s
                securities
                by
                Capital Deeds or by shareholders’ loans, made
                during the Exercise Period which applies to the Optionee concerned.

            


    

     

     

    
      	12.	
              RIGHTS
                AND OBLIGATIONS ATTACHED TO THE
                SHARES

            


    

    
      	 	
              12.1

            	
              The
                rights and obligations attached to the Shares will be as determined
                by
                the Articles of Association of the Company as amended from time
                to
                time. The Optionees shall be required to accept that such Shares
                may be
                subject to rights of first refusal, co-sale rights and other rights,
                as
                set forth
                in the Articles of Association of the Company, as amended from
                time
                to time. No right attached to Shares may be exercisable prior to
                the
                issuance of such Shares as a result of an Optionee exercising his
                Options.

            


    

     

    
      	 	
              12.2

            	
              Notwithstanding
                anything, to the contrary in the Articles of Association of
                the Company, in respect of the Shares, none of the Optionees shall
                have:
                (i) pre-emptive rights in relation to issuance of new securities
                in
                the
                Company; (ii) rights of first refusal in relation with any sale of
                shares
                of the Company; (iii) co-sale rights in relation with any sale of
                shares
                of the Company; and (iv) voting
                rights;

            


    

     

    
      	 	
              12.3

            	
              The
                Ordinary B Shares will automatically convert into Ordinary A Shares
                upon the earlier of: (i) 3 years from the date each Option becomes
                vested; (ii) immediately prior to the consummation of the Company’s
                Initial Public Offering; (iii) an adoption of a resolution by the
                Company, abolishing the above restriction or any part thereof. The
                rights
                Ordinary A Shares confer the holders thereof are as set forth in
                the
                Company’s articles of association, as amended from time to time,
                and
                may include the rights set forth in section 12.2
                above.

            


    

     


    
      
        Tadiran
          Scopus Ltd. - Employees’ Incentive Share Option

        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    
      	 	
              12.4

            	
              As
                long as the Shares are held by the Trustee, and once the Shares
                entitle
                the holder thereof to voting rights, the Trustee will vote each of
                the
                Shares held by him for the benefit of certain Optionee in accordance
                with such Optionee’s instructions in
                writing.

            


    

     

    
      	 	
              12.5

            	
              With
                respect to the Shares that are held by the Trustee, the Optionees
                shall
                be entitled to receive dividends in accordance with the quantity
                of
                such
                Shares, and subject to any applicable taxation on distribution of
                dividends.
                In such case the cash dividends paid with respect thereto shall
                be paid directly to the Optionees. The above said shall not apply
                to
                Options that were not exercised into
                Shares.

            


    

     

    
      	 	
              12.6

            	
              Other
                provisions referring to the rights attached to the Shares and the
                registration
                of the Shares in the Company’s register of members are set forth
                in the Option Agreements.

            


    

     

    
      	 	
              12.7

            	
              The
                Company shall be under no obligation to register the Options in
                the
                event of an IPO. Any Shares issued as a result of exercising an
                Option
                by an Optionee shall be so registered, subject to any demands of
                the underwriters, the applicable law, or any obligations of the
                Company,
                whether future, past or present.

            


    

     

     

    
      	13.	
              ASSIGNABILITY
                AND SALE OF OPTIONS

            


    

    
      	 	
              13.1

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

            


    

     

    
      	 	
              13.2

            	
              As
                long as the Shares, or any part thereof are held by the Trustee in
                favor
                of the Optionee, all rights each Optionee possesses over the Shares
                shall be personal, can not be transferred, assigned, pledged or mortgaged,
                other than by Will or laws of descent and distribution, and no
                right to purchase the Options may be transferred by the Optionee
                other
                than by Will or laws of descent and
                distribution.

            


    

     

     

    
      
        	14.	
                TERM
                  OF THE OPTION PLAN

              


      

    

    This
      Option Plan shall be effective as of the day it was adopted by the Board and
      shall terminate when all the Options are exercised into Shares or expired
in
      accordance with the provisions of this Option Plan and the Option Agreements.

     

    
      	15.	
              AMENDMENTS

            


    

    The
      Board
      may, at any time and from time to time, subject to the written consent
      of the Trustee, amend, alter or discontinue the Option Plan.

     

    
      	16.	
              GOVERNMENT
                REGULATIONS AND OTHER
                RESTRICTIONS

            


    


    
      
        Tadiran
          Scopus Ltd. - Employees’ Incentive Share Option

        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    This
      Option Plan, the Option Agreements, the allocation and exercise of Options
      hereunder, the obligation of the Company to sell and deliver Shares under
      such Options, and any other act or obligation of the Company or the Trustee
      in connection with this Option Plan are all subject to the Company’s
Articles
      of Association, to the provisions of Section 102 and 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 any Optionee.

     

    
      	17.	
              CONTINUANCE
                OF EMPLOYMENT

            


    

    Neither
      the Option Plan nor the Option Agreements between the Company and the
      Optionees shall be construed to impose any obligation on the Company or
a
      subsidiary thereof, to continue any Optionee’s employment with it, and
nothing
      in the Option Plan or in any Options granted pursuant thereto shall confer
      upon any Optionee any right to continue in the employ with the Company
      or a subsidiary thereof or restrict the right of the Company or a subsidiary
      thereof to terminate such employment at any time.

     

    
      	18.	
              GOVERNING
                LAW & JURISDICTION

            


    

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

     

    
      	19.	
              TAX
                CONSEQUENCES,
                INDEMNIFICATION

            


    

    
      	 	
              19.1

            	
              Any
                tax consequences (pursuant to Israeli or any other applicable law),
                including
                tax consequences due to adjustments, made in accordance with Section
                11
                above, arising from the allocation or exercise of any Option,
                the payment for Shares covered thereby or any other event or act
                (of the Company, the Trustee or any Optionee) relating to this
                Option
                Plan or to the Option Agreements, shall be borne solely by each
                Optionee.
                The Company and/or the Trustee shall withhold taxes according to
                the
                requirements under the applicable laws, rules, and regulations,
                including withholding taxes at
                source.

            


    

     

    
      	 	
              19.2

            	
              The
                Company and/or the Board and/or the Committee and/or the Trustee
                shall not be required to release any Share certificate or transfer
                any
                Shares to an Optionee until all required payments have been fully
                made.

            


    

     

    
      	20.	
              NON-EXCLUSIVITY
                OF THE OPTION PLAN

            


    

    The
      adoption of this 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 stock Options other than under this Option Plan, and such
      arrangements may be either applicable generally or only in specific
      cases.


    
      
        Tadiran
          Scopus Ltd. - Employees’ Incentive Share Option

        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    


     

     

    
      	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
      once
      Options to a certain Optionee during the term of this Option
      Plan, either in addition to, or in substitution for, one or more Options
previously
      granted to such Optionee.

    


    



    
      
        Tadiran
          Scopus Ltd. - Employees’ Incentive Share Option

        
        

      


        
        -12-

        
          

        

      

      
        
        

      

    


    






    
       

    

    OPTION
      AGREEMENT

    (the
“Agreement”)

     

    Made
      as of the day
      of
      _______,
      200_

    by
      and between

     

     

    
      TADIRAN
        SCOPUS LTD.

       

      an
        Israeli Company Reg. No. 51-188910-7

      located
        at 5th
        Hatzoref
        Street,

      Holon,
        Israel

      (“the Company”)

      of
        the
        first part

       

      and

      ______________

       

      ID____________________

      Of
        _____________________ 

      (“the
        Optionee”) 

      of
        the
        second part

       

      PREAMBLE

      

        
          	
                  Whereas


                	 	On
                  August 20th, 2000, the Company has adopted its 2000 Employee Incentive
                  Share Option Plan, (the “Option Plan Adoption Date)” a
                  copy of which is attached herein as Exhibit A hereto, forming an
                  integral
                  part hereof (the “Option Plan”, or the
                  “Plan”); and
	 	 	 
	
                  Whereas


                	 	The
                  Option Plan is made to conform with the provisions of
                  Section 102 of the Israeli Income Tax Ordinance (New
                  Version) 1961 (the “Income
                  Tax Ordinance”) and
                  any regulations, rules, orders of procedures promulgated
                  thereunder and as may be amended from time
                  to time; and
	 	 	 
	
                  Whereas


                	 	The
                  Company has offered the Optionee to take part in the Option Plan
                  by
                  allocating him, free of charge, Options
                  under the Option Plan to buy shares of the Company,
                  and the Optionee agrees to take part in the Option Plan and to
                  the
                  allocation, free of charge of the abovementioned
                  Options, all according to the terms and subject to the conditions
                  in the
                  Option Plan and as hereinafter
                  provided.


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        NOW,
          THEREFORE,
          it is
          agreed as follows:

         

        
          	
                  1.

                	
                  PREAMBLE
                    AND DEFINITIONS

                


        

         

        
          	 	
                  1.1.

                	
                  The
                    Preamble to this Agreement and the Exhibits attached herein constitute
                    an
                    integral part thereof.

                


        

         

        
          	 	
                  1.2.

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

                


        

         

        
          	
                  2.

                	
                  ALLOCATION
                    OF OPTIONS

                


        

         

        
          	 	
                  2.1.

                	
                  Following
                    the Company’s Board of Directors’ resolutions, and subject to the
                    Optionee’s signing on this Agreement, the Company hereby allocates the
                    number of Options set forth in Section 3 of Exhibit
                    B hereto
                    (hereinafter - the “Total
                    Option Amount”)
                    each Option exercisable to one Ordinary B Share 0.5 NIS par value
                    in the
                    share capital of the Company, at the price per Share set forth
                    in Section
                    4 of such Exhibit
                    B (the
                    “Exercise
                    Price”), according
                    to the terms and subject to the conditions hereinafter provided.
                    The
                    Options will be issued to the Trustee, as defined hereunder,
                    for the
                    benefit of the Optionee.

                


        

         

        
          	 	
                  2.2.

                	
                  The
                    allocation mentioned in section 2.1 above will be made only after
                    the
                    Optionee signs the necessary approvals attached to this Agreement
                    as
                    Exhibit
                    C, and
                    subject to any approval that should be given to such allocation
                    pursuant
                    to Section 102 of the Income Tax Ordinance and any regulations,
                    rules,
                    orders of procedures promulgated thereunder (Section 102 of the
                    Income Tax
                    Ordinance and the regulations, rules, orders of procedures promulgated
                    thereunder or any successor section, regulation, rule, order
                    of procedure
                    thereof shall be referred herein collectively as: “Section
                    102”) and
                    following the Company’s Board
                    resolution.

                


        

         

        
          	 	
                  2.3.

                	
                  The
                    Optionee is aware that: (i) the Company intends to issue additional
                    shares
                    and options in the future to various entities and individuals,
                    as the
                    Company in its sole discretion shall determine; and (ii) the
                    Company may
                    increase its share capital by new securities in such amounts
                    as it finds
                    expedient; and the Optionee hereby waives any claim he/she might
                    or may
                    have regarding such issuance or
                    increase.

                


        

         

        
          	
                  3.

                	
                  THE
                    TRUSTEE

                


        

         

        
          	 	
                  3.1.

                	
                  The
                    Total Option Amount and/or any shares (as defined below) issued
                    upon
                    exercise of such Options and/or other shares received as a result
                    of any
                    realization of rights pursuant to this Option Plan, shall be
                    issued to the
                    Trust Company of Mizrahi Bank Ltd who is (or shall be approved
                    as) a
                    trustee in accordance with the provisions of Section 102 (the
                    “Trustee”),
                    and held for the benefit of the Optionee(s) for a period of not
                    less than
                    the period required by Section 102 (24 months, as of today) starting
                    from
                    the date of allocation of the
                    Total Option Amount,
                    or any amount thereof, (“Allocation
                    Date”) as specified
                    in Exhibit
                    B to
                    the Option Agreements.

                


        

        
 

        
          
            Tadiran
              Scopus Ltd. - Option Agreement

            
            

          

          
            
            

            
              

            

          

          
            
            



        

        
          	 	
                  3.2.

                	
                  Notwithstanding
                    anything to the contrary, the Trustee shall not release any Options
                    which
                    were not already exercised into Shares by the Optionee or release
                    any
                    Shares issued upon exercise of Options prior to the full payment
                    of the
                    Optionee’s tax liabilities arising from Options which were granted to
                    him/her and/or any Shares issued upon exercise of such
                    Options.

                


        

         

        
          	 	
                  3.3.

                	
                  Any
                    voting rights attached to shares issued upon the exercise of
                    any Options
                    granted under the Option Plan and held by the Trustee shall only
                    be
                    exercised in accordance to Section 5 of this Agreement and the
                    provisions
                    of the Option Plan.

                


        

         

        
          	 	
                  3.4.

                	
                  The
                    Optionee hereby irrevocably exempts the Trustee from any liability
                    in
                    respect of any action or decision duly taken and bona
                    fide executed
                    in relation with the Option Plan, this Agreement or any Options
                    or Shares
                    granted to the Optionee thereunder.

                


        

         

        
          	
                  4.

                	
                  VESTING;
                    EXERCISE PERIOD

                


        

         

        
          	 	
                  4.1.

                	
                  The
                    Options shall vest over three years, starting on the Vesting
                    Commencement
                    Date (the “Vesting
                    Commencement Date”) as
                    set forth in Section 5 to Exhibit
                    B
                    as
                    follows:

                


        

         

        
          	 	
                  4.1.1.

                	
                  30%
                    of the Total Option Amount after completing one year of employment
                    with
                    the Company, starting from the Vesting Commencement
                    Date.

                


        

         

        
          	 	
                  4.1.2.

                	
                  Additional
                    8.75% of the Total Option Amount shall vest at the end of each
                    eight
                    quarters after one year has
                    passed from the Vesting
                    Commencement Date.

                


        

         

        
          	 	
                  4.1.3.

                	
                  Notwithstanding
                    the aforesaid, the Optionee shall not be entitled to more than
                    the Total
                    Option Amount.

                


        

         

        
          	 	
                  4.2.

                	
                  All
                    Options, whether
                    vested or unvested, shall expire and be void Six (6) years from
                    the date
                    the Company adopted the Option Plan. The Optionee shall not have
                    any claim
                    towards the Company with respect to such
                    Options.

                


        

         

        
          	 	
                  4.3.

                	
                  The
                    period in which the Options that vest are exercisable shall be
                    called
                    “Exercise
                    Period”.

                


        

         

         

         

        
          
            Tadiran
              Scopus Ltd. - Option Agreement

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            	
                    5.

                  	
                    EXERCISE
                      OF OPTIONS

                  


          

        

          

          	 	
                  5.1.

                	
                  The
                    Options that vest may be exercised in whole, at any time, or
                    in part from
                    time to time during the Exercise Period, as long as she/he does
                    not
                    exercises less then 100 Options every time, unless less then
                    100 are
                    remaining in which case not less than the remaining Options.
                    The Options
                    shall be exercised only after the Optionee paid the Exercise
                    Price as
                    mentioned in Exhibit
                    B,
                    and adjusted according to this
                    Agreement.

                


        

         

        
          	 	
                  5.2.

                	
                  Subject
                    to section 11 to the Option Plan, the exercise of one option
                    will result
                    in one Ordinary B Share of the Company 0.5 NIS par value. The
                    Shares
                    received by exercising Options shall be referred to as “the
                    Shares”). Subject
                    to the provisions of this Agreement and the Option Plan, the
                    rights and
                    obligations attached to such Shares will be as determined by
                    the Articles
                    of Association of the Company as amended from time to time. The
                    Optionee
                    is aware
                    that the Shares may be subject to rights of first refusal and
                    co-sale
                    rights, and other rights, as determined in the Company’s Articles of
                    Association.

                


        

         

        
          	 	
                  5.3.

                	
                  Notwithstanding
                    anything to the contrary in the Company’s Articles of Association, in
                    respect of the Shares, none of the Optionees shall have: (i)
                    pre-emptive
                    rights in relation
                    to issuance of new securities in the Company; (ii) a right of
                    first
                    refusal in relation with any sale of shares in the Company; (iii)
                    co-sale
                    rights in relation with any sale of shares of the Company; and
                    (iv) voting
                    rights.

                


        

         

        The
          Ordinary B Shares will automatically convert into Ordinary A Shares at
          the
          earliest of: (i) 3 years from the date each Option becomes vested; (ii)
          immediately prior to the consummation of the Company’s Initial Public Offering;
          or (iii) an adoption of a resolution by the Company, abolishing the above
          restriction or any part thereof. The rights of the Ordinary A Shares are
          and
          shall be those rights as set forth in the Company’s Articles of Association, as
          amended from time to time, and may include the rights specified in this
          sub-section above. As long as the Shares are held by the Trustee, and once
          the
          Shares entitle the holder thereof to voting rights, the Trustee will vote
          each
          of the Shares held by him for the benefit of certain Optionee in accordance
          with
          such Optionee’s instruction in writing. The execution of this Agreement by the
          Optionee shall be deemed as his full consent to the foregoing and as waiver
          as
          to claiming otherwise.

         

        
          	 	
                  5.4.

                	
                  Options
                    shall be exercised
                    by the Optionee by giving written notice to the Company, in such
                    form and
                    method as shall be determined by the Company and the Trustee
                    (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.

                


        

         

        
          	 	
                  5.5.

                	
                  The
                    Exercise Price will be paid in NIS in accordance with the representative
                    rate of exchange of the U.S. dollar, last published by the Bank
                    of Israel
                    at the time of actual payment.

                


        

         

        


        
          
            Tadiran
              Scopus Ltd. - Option Agreement

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


         

        
          	 	
                  5.6.

                	
                  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
                    or down, to
                    the nearest whole number. Half of a share will be rounded
                    down.

                


        

         

        
          	 	
                  5.7.

                	
                  The
                    Optionee agrees to sign any document that is required in order
                    to exercise
                    the Options pursuant to the conditions set forth in this section
                    5.

                


        

         

        
          	 	
                  5.8.

                	
                  The
                    Shares shall be issued to the Trustee and held by the Trustee
                    in
                    accordance with the provisions of Section 3 above. Subject to
                    the
                    provisions of this Agreement, the Trustee will transfer the Shares
                    to the
                    Optionee upon demand but in no event earlier than two years (24
                    months)
                    from the Allocation Date. If any law or regulation requires the
                    Company to
                    take any action with respect to the Shares so demanded before
                    the issuance
                    thereof, then the date of their issuance shall be extended for
                    the period
                    necessary to take such action. The Optionee hereby authorizes
                    the Trustee
                    to sign an agreement with the Company whereby Shares will not
                    be
                    transferred without deduction of taxes at
                    source.

                


        

         

        
          	
                  6.

                	
                  THE
                    RIGHTS AND OBLIGATIONS ATTACHED TO THE
                    SHARES

                


        

         

        
          	 	
                  6.1.

                	
                  The
                    Optionee shall not have any of the rights or privileges of shareholders
                    of
                    the Company in respect to any of the Shares (not held by a Trustee)
                    unless
                    and until, following exercise and the registration of the Optionee
                    as
                    holder of such Shares in the Company’s register of
                    members.

                


        

         

        
          	 	
                  6.2.

                	
                  The
                    Optionee is aware and hereby irrevocably agrees that the exercise
                    of the
                    Options and any sale or disposal of the Shares are being subject
                    to the
                    following terms, restrictions and conditions as may be in effect
                    on the
                    time of the exercise of the Options: (i) any applicable law or
                    regulation;
                    (ii) any order or limitation set by any stock exchange in which
                    the
                    Company’s securities may be traded; and (iii) any limitation undertaken
                    by
                    the Company in respect of the shares of the Company, including
                    limitations
                    set forth by the Company’s
                    underwriters.

                


        

         

        
          	 	
                  6.3.

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

                


        

         

        
          	 	
                  6.4.

                	
                  With
                    respect to all Shares (in contrary to Options which were not
                    yet exercised
                    into Shares) issued upon the exercise of Options purchased by
                    the Optionee
                    and held by the Trustee, 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. During
                    the period in
                    which Shares issued to the Trustee on behalf of the Optionee
                    are held by
                    the Trustee, the cash dividends paid with respect thereto shall
                    be paid
                    directly to the Optionee.

                


        

        
 

        
          
            Tadiran
              Scopus Ltd. - Option Agreement

            
            

          

          
            
            

            
              

            

          

          
            
            



        

        
          	 	
                  6.5.

                	
                  The
                    Optionee hereby irrevocably agrees that once the Company intends
                    to offer
                    it’s securities to the public he/she shall sign any document and
                    will
                    approve any resolution or restriction upon the Shares, or modify
                    this
                    Agreement, if his/her signature or approval or such restriction
                    or
                    modification will be reasonably needed, in order to help the
                    Company stand
                    in all the underwriters and stock exchange
                    demands.

                


        

         

        
          	 	
                  6.6.

                	
                  The
                    Optionee acknowledges that once the Company’s shares will be traded in any
                    public market, his/her right to sell his/her Shares may be subject
                    to some
                    limitations, as set forth by the Company’s underwriters. In such event,
                    the Optionee will unconditionally agree to any such
                    limitations.

                


        

         

        
          	 	
                  6.7.

                	
                  For
                    the avoidance of any doubt and notwithstanding anything contrary
                    herein,
                    any securities held by the Optionee shall be fully diluted by
                    any issuance
                    of the Company’s shares, options or any other securities made on or after
                    the date of the Allocation Date or of this Agreement whichever
                    is the
                    earliest.

                


        

         

        
          	
                  7.

                	
                  ASSIGNABILITY
                    AND SALE OF OPTIONS AND THE
                    SHARES

                


        

         

        
          	 	
                  7.1.

                	
                  No
                    Option shall be assignable, transferable or given as collateral,
                    and no
                    right with respect to them shall be 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.

                


        

         

        
          	 	
                  7.2.

                	
                  As
                    long as the Shares, or any part thereof, are held by the Trustee
                    in favor
                    of the Optionee, all rights the Optionee possesses over such
                    Shares shall
                    be personal, can not be transferred, assigned, pledged or mortgaged,
                    other
                    than by Will or laws of descent and distribution. Any such action
                    made
                    directly or oblique, for an immediate or future validation, shall
                    be
                    void.

                


        

         

        
          	 	
                  7.3.

                	
                  The
                    Optionee shall not dispose of any Shares in transactions that
                    violate,
                    according
                    to the Company’s sole discretion, any applicable rules and regulations, or
                    the Company’s Articles of
                    Association.

                


        

         

        
          	 	
                  7.4.

                	
                  Shares
                    shall not be sold or transferred directly or indirectly to a
                    competitor of
                    the Company. The Committee or the Board shall determine, in their
                    sole
                    discretion, whether a certain transfer of Shares is not allowed
                    according
                    to this Section.

                


        

         

        
          	 	
                  7.5.

                	
                  Any
                    sale or transfer of Shares shall be subject to the approval of
                    the Board,
                    which shall not be unreasonably withheld,
                    provided that the Optionee is not then in breach of any of his/her
                    obligations to the Company.

                


        

        
 

        
          
            Tadiran
              Scopus Ltd. - Option Agreement

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  8.

                	
                  WINDING
                    UP OF THE COMPANY

                


        

         

        If
          a
          procedure of the Company’s winding up begins, all the Options, including Options
          that are already vested but not exercised shall automatically expire. For
          the
          purpose of this Agreement the beginning of a winding up procedure shall
          be
          considered as: (i) in case of winding up by court - the date of the winding
          up
          order, or (ii) in case of a voluntary winding up - the date of the resolution
          to
          wind up the Company.

         

        
          	
                  9.

                	
                  GOVERNMENT
                    REGULATIONS, OTHER RESTRICTIONS AND THE BEN-BASSAT
                    COMMITTEE

                


        

         

        
          	 	
                  9.1.

                	
                  This
                    Option Agreement, the Option Plan, the allocation and exercise
                    of Options
                    hereunder, and the obligation of the Company to sell and deliver
                    Shares
                    under such Options, and any other act or obligation of the Company
                    or the
                    Trustee in connection with this Option Agreement are all subject
                    to the
                    Company’s Articles of Association, the provisions of Section 102 and
                    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.

                


        

         

        
          	 	
                  9.2.

                	
                  When
                    applicable, the Optionee agrees not to sell, transfer or otherwise
                    dispose
                    of any of the shares so purchased by her/him except in compliance
                    with the
                    United States Securities Act of 1933, as amended, and the rules
                    and
                    regulation thereunder and the Optionee further agree that certificates
                    evidencing any of such shares shall be appropriately legend to
                    reflect
                    such restriction. The Company does not obligate itself to register
                    any
                    shares under the United States Securities Act of 1933, as amended
                    or any
                    other Stock Exchange.

                


        

         

        
          	 	
                  9.3.

                	
                  In
                    the event that the recommendations of the Ben-Bassat Committee
                    receive a
                    binding legal status after this Agreement and or the Plan is
                    in force (the
                    “New
                    Law”),
                    the Company shall have full right to turn to the Tax Authority,
                    or any
                    other governmental authority or body, and to request that the
                    Plan and/or
                    this Agreement shall be adapted to the New Law (the “Request”). If
                    the Request is approved then the Plan and/or this Agreement shall
                    be
                    interpreted as to be fully adapted to the New Law and the Company
                    may make
                    any changes in this Option Agreement and/or the Plan to fulfill
                    full
                    adaptation to the New Law. By signing this Agreement, the Optionee
                    shall
                    be deemed and be declared as granting his/hers full and irrevocable
                    consent to the right of the Company as
                    aforementioned.

                


        

         

        
          	
                  10.

                	
                  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.

        
 

        
          
            Tadiran
              Scopus Ltd. - Option Agreement

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  11.

                	
                  GOVERNING
                    LAW & JURISDICTION

                


        

         

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

         

        
          	
                  12.

                	
                  TAX
                    CONSEQUENCES,
                    INDEMNIFICATION

                


        

         

        
          	 	
                  12.1.

                	
                  Any
                    tax consequences (pursuant to Israeli or any other applicable
                    law) arising
                    from the allocation or exercise of any Option, the payment for
                    Shares
                    covered thereby or any other event or act (of the Company, the
                    Trustee or
                    the Optionee), relating to this option agreement, shall be borne
                    solely by
                    the Optionee. The Company and/or the Trustee shall withhold taxes
                    according to the requirements under the applicable laws, rules,
                    and
                    regulations, including the withholding taxes at
                    source.

                


        

         

        
          	 	
                  12.2.

                	
                  The
                    Company and/or the Board and/or the Committee and/or the Trustee
                    shall not
                    be required to release any Share certificate or transfer any
                    Shares to the
                    Optionee until all required payments have been fully
                    made.

                


        

         

        
          	 	
                  12.3.

                	
                  The
                    Company hereby advises the Optionee to seek professional advice
                    regarding
                    the tax consequences that may occur in connection with the allocation
                    of
                    the Options, under this Option Agreement prior to signing this
                    Option
                    Agreement.

                


        

         

        
          	
                  13.

                	
                  NO
                    WAIVER

                


        

         

        The
          failure of any party to enforce at any time any provisions of this Option
          Agreement shall not be construed to constitute a waiver of such provision
          or of
          any other provision hereof.

         

        
          	
                  14.

                	
                  PROVISIONS
                    OF THE OPTION PLAN

                


        

         

        
          	 	
                  14.1.

                	
                  The
                    Options provided for herein are allocated pursuant to the Option
                    Plan, and
                    said Options and this Option Agreement are in all respects governed
                    by the
                    Option Plan and subject to all of the terms and provisions therein,
                    whether stated in the Agreement or not. The Employee is especially
                    directed to sections 9 and 11 to the Plan, and by signing this
                    agreement
                    agrees to sign any document he / she shall be reasonably required
                    to sign
                    pursuant to the provisions of section 11 to the
                    Plan.

                


        

         

        
          	 	
                  14.2.

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

                


        

         

         

        
          
            Tadiran
              Scopus Ltd. - Option Agreement

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  15.

                	
                  BINDING
                    EFFECT

                


        

         

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

         

        
          	
                  16.

                	
                  NOTICES

                


        

         

        
          	 	
                  16.1.

                	
                  Any
                    notice, request, demand or other communication required or permitted
                    under
                    this Agreement shall be in writing and shall be deemed to have
                    been duly given, made and received only by personal delivery
                    or if sent by
                    certified mail, postage prepaid, return receipt requested, overnight
                    delivery service, or facsimile transmission (with confirmation
                    of
                    delivery) to the address set forth above, unless such address
                    is changed
                    by written notice.

                


        

         

        
          	 	
                  16.2.

                	
                  Except
                    as otherwise set forth herein,
                    any notice sent by mail shall be deemed given six days after
                    deposit with
                    the relevant post service; any notice sent by overnight delivery
                    service
                    shall be deemed given the first business day after deposited
                    with the
                    delivery service; and any notice sent by facsimile transmission,
                    shall be
                    deemed given when transmitted if sent during normal business
                    hours or if
                    not, on the next business day; and any notice given by personal
                    delivery
                    shall be deemed given on the date of
                    delivery.

                


        

         

        
          	
                  17.

                	
                  ENTIRE
                    AGREEMENT

                


        

         

        
          	 	
                  This
                    Agreement (including Exhibits) 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 agreement
                    will be
                    valid only if made in writing, signed by both the Optionee and
                    the
                    Company’s authorized member, and approved by the
                    Board.

                


        

         

        
          
            	
                     

                  	
                    IN
                      WITNESS WHEREOF, the
                      Company and the Optionee executed this Option Agreement in
                      duplicate.

                  


          

           

        

         

        
          	 	 	 	 	 
	 	    The
                  Company 	 	    The
                  Optionee	 
	 	 	 	 	 
	 	 	 	 	 
	 	    Date	 	    Date	 


        

      

       

      
        


        
          
            Tadiran
              Scopus Ltd. - Option Agreement

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        Exhibit,
          A - Option Plan

        Exhibit
          B
          - Terms of the Options

        Exhibit
          C
          - Approvals by the Optionee

         

         

        
           

          
            


            
              
                Tadiran
                  Scopus Ltd. - Option Agreement