SCOPUS
        NETWORK

      TECHNOLOGIES
        LTD.

       

      


       

      THE
        2001 AMENDED AND RESTATED

      SHARE
        OPTION PLAN


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        1.     Purposes
          of the Plan.

         

        The
          purpose of this Share Option Plan (the “Plan”)is
          to
          advance the interests of Scopus Networks Technologies Ltd. (the “Company”)and
          its
          shareholders by attracting and retaining the best available personnel for
          positions of substantial responsibility, providing additional incentive
          to
          employees, directors and service providers and promoting a close identity
          of
          interests between those individuals and the Company.

         

        2.    Definitions.
          As used
          herein, the following definitions shall apply:

         

        
          	 	
                  (a)

                	
                  “Administrator”means
                    the Board or the Committee, as shall be administering the Plan,
                    in
                    accordance with Section 3 hereof.

                


        

         

        
          	 	
                  (b)

                	
                  “Board”means
                    the Board of Directors of the
                    Company.

                


        

         

        
          	 	
                  (c)

                	
                  “Code”
                    means the United States Internal Revenue Code of 1986, as now
                    in effect or
                    as hereafter amended. All citations to sections of the Code are
                    to such
                    sections or rules as they may from time to time be amended or
                    renumbered.

                


        

         

        
          	 	
                  (d)

                	
                  “Committee”means
                    the Company’s compensation committee, appointed by the Board in accordance
                    with Section 3 hereof.

                


        

         

        
          	 	
                  (e)

                	
                  “Ordinary
                    Shares”
                    means the Company’s Ordinary Shares, par value NISO.50 per share, of the
                    Company, as such Ordinary Shares may be adjusted pursuant to
                    Section 10 of
                    the Plan.

                


        

         

        
          	 	
                  (f)

                	
                  “Director”means
                    a member of the Board.

                


        

         

        
          	 	
                  (g)

                	
                  “Employee,”means
                    any person, including an officer or Director, employed by the
                    Company or
                    any Related Entity.

                


        

         

        Such
          employment shall not be considered interrupted in the case of (i) any temporary
          leave of absence approved by the Company or any Related Entity, or (ii)
          transfers between the Company and any Related Entity and vice
          versa.

         

        
          	 	
                  (h)

                	
                  “Fair
                    Market Value”means,
                    as of any date, the value of a Share determined as
                    follows:

                


        

         

        
          	 	
                  (i)

                	
                  If
                    the Shares are listed on any established stock exchange or a
                    national
                    market
                    system, including without limitation the Nasdaq National Market
                    or The
                    Nasdaq SmallCap Market of The Nasdaq Stock Market, their Fair
                    Market Value
                    shall be the closing sales price for such Shares (or the closing
                    bid, if
                    no sales were reported) as quoted on such exchange or system
                    for the last
                    market trading day prior to the time of determination, as reported
                    in
                    The
                    Wall Street Journal orsuch
                    other source as the Administrator deems
                    reliable;

                


        


        
          
            
            

          

          
            -2-

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (ii)

                	
                  If
                    the Shares are regularly quoted by a recognized securities dealer
                    but
                    selling prices are not reported, their Fair Market Value shall
                    be the mean
                    between the high bid and low asked prices for the Shares on the
                    last
                    market trading day prior to the day of determination;
                    or

                


        

         

        
          	 	
                  (iii)

                	
                  In
                    the absence of an established market for the Shares, as described
                    in this
                    subsection (h), the Fair Market Value thereof shall be determined
                    in good
                    faith by the Administrator.

                


        

         

        
          	 	
                  (i)

                	
                  “Incentive
                    Stock Option”means
                    an Option intended to qualify as an incentive stock option within
                    the
                    meaning of Section 422 of the Code.

                


        

         

        
          	 	
                  (j)

                	
                  “Nonstatutory
                    Stock Option”means
                    an Option not intended to qualify as an Incentive
                    Stock Option.

                


        

         

        
          	 	
                  (k)

                	
                  “Option”means
                    an option to purchase Shares pursuant to an Option Agreement
                    granted under
                    this Plan.

                


        

         

        
          	 	
                  (l)

                	
                  “Option
                    Agreement”means
                    a written or electronic agreement between the Company and an
                    Optionee
                    evidencing the terms and conditions of an individual Option grant,
                    including any amendments thereto. The Option Agreement is subject
                    to the
                    terms and conditions of the Plan.

                


        

         

        
          	 	
                  (m)

                	
                  “Optionee”
                    means the holder of an outstanding Option granted under the
                    Plan.

                


        

         

        
          	 	
                  (n)

                	
                  “Parent”means
                    a “parent corporation,” whether now or hereafter existing, as defined in
                    Section 424(e) of the Code.

                


        

         

        
          	 	
                  (o)

                	
                  “Related
                    Entity”means
                    any Parent, Subsidiary and any business, corporation, partnership,
                    limited
                    liability company or other entity in which the Company, a Parent
                    or a
                    Subsidiary holds a substantial ownership and/or interest, directly
                    or
                    indirectly.

                


        

         

        
          	 	
                  (p)

                	
                  “Service
                    Providers”means
                    any person (other than an Employee or a Director, solely with
                    respect to
                    rendering services in such person’s capacity as a Director) who is engaged
                    by the Company or any Related Entity to render services (e.g.,
                    consulting
                    services, advisory services or any other services, including
                    suppliers) to
                    the Company or such Related
                    Entity.

                


        


        
          
            
            

          

          
            -3-

            
              

            

          

          
            
            

          

        


         

        
          	 	
                  (q)

                	
                  “Share”
                    means an Ordinary Share of the
                    Company.

                


        

         

        
          	 	
                  (r)

                	
                  “Subsidiary”means
                    a “subsidiary corporation,” whether now or hereafter existing, as defined
                    in Section 424(f) of the Code.

                


        

         

        3.     Administration
          of the Plan.

         

        
          	 	
                  (a)
                    

                	
                  Plan
                    Administrator.
                    The Plan shall be administered by the Board or the Committee
                    appointed by
                    the Board, which Committee shall be constituted to comply with
                    applicable
                    laws.

                


        

         

        
          	 	
                  (b)

                	
                  Subject
                    to the provisions of any applicable law, every right, power or
                    authority
                    vested in the Board pursuant to the Plan is exercisable by the
                    Committee.
                    The Board shall automatically have a residual authority if no
                    Committee
                    shall be constituted or if such Committee shall cease to operate
                    for any
                    reason whatsoever or in any event the Committee is not authorized
                    by any
                    applicable law to perform any act or to take any decision in
                    connection
                    with the Plan.

                


        

         

        
          	 	
                  (c)

                	
                  Administrator’s
                    Procedures.
                    The Administrator may adopt such rules, regulations and procedures
                    of
                    general application for the administration of this Plan, as it
                    deems
                    appropriate.

                


        

         

        
          	 	
                  (d)

                	
                  Powers
                    of the Administrator.
                    Subject to the provisions of the Plan and, in the case of a Committee,
                    the
                    specific duties delegated by the Board to such Committee (subject
                    to
                    applicable laws), and subject to the approval of any relevant
                    authorities,
                    the Administrator shall have the authority, in its
                    discretion:

                


        

         

        
          	 	
                  (i)

                	
                  to
                    construe and interpret the terms of the Plan and any Options,
                    including
                    without limitations, any notice of Option or Option Agreement,
                    granted
                    pursuant to the Plan;

                


        

         

        
          	 	
                  (ii)

                	
                  to
                    designate the Employees, Directors or Service Providers to whom
                    Options
                    may from time to time be granted
                    hereunder;

                


        

         

        
          	 	
                  (iii)

                	
                  to
                    determine the number of Shares to be covered by each such Option
                    granted
                    hereunder;

                


        

         

        
          	 	
                  (iv)

                	
                  to
                    prescribe forms of agreement for use under the
                    Plan;

                


        


        
          
            
            

          

          
            -4-

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (v)

                	
                  to
                    determine the terms and conditions of  any Option granted
                    hereunder;

                


        

         

        
          	 	
                  (vi)

                	
                  to
                    determine the exercise price of any Option granted
                    hereunder;

                


        

         

        
          	 	
                  (vii)

                	
                  to
                    determine the Fair Market Value of Shares, subject to subsection
                    2(h);
                    

                


        

         

        
          	 	
                  (viii)

                	
                  to
                    prescribe, amend and rescind rules, terms and regulations relating
                    to the
                    Plan, provided that any such prescribing, amendment or rescindent
                    that
                    would adversly effect the Optionee’s rights under an Option shall not be
                    made without the Optionee’s written
                    consent;

                


        

         

        
          	 	
                  (ix)

                	
                  subject
                    to applicable laws, to allow Optionees to satisfy withholding
                    tax
                    obligations by electing to have the Company, if permitted under
                    applicable
                    laws, withhold from the Shares to be issued upon exercise of
                    an Option
                    that number of Shares having a Fair Market Value equal to the
                    amount
                    required to be withheld. The Fair Market Value of the Shares
                    to be
                    withheld shall be determined on the date that the amount of tax
                    to be
                    withheld is to be determined. All elections by Optionees to have
                    Shares
                    withheld for this purpose shall be made in such form and under
                    such
                    conditions as the Administrator may deem necessary or advisable;
                    and

                


        

         

        
          	 	
                  (x)

                	
                  to
                    take all other action and make all other determinations necessary
                    for the
                    administration of the Plan, as the Administrator deems
                    fit.

                


        

         

        
          	 	
                  (e)

                	
                  Effect
                    of Administrator’s Decision.
                    All decisions, determinations and interpretations of the Administrator
                    shall be final and binding on all Optionees unless otherwise
-determined
                    by the Board.

                


        

         

        
          	 	
                  (f)

                	
                  Option
                    Agreements.
                    Each Option granted pursuant to the Plan shall be evidenced by
                    an Option
                    Agreement. Each Option Agreement shall be subject to and incorporate,
                    by
                    reference or otherwise, the applicable terms of the Plan, and
                    any other
                    terms, not inconsistent with the Plan, as may be imposed by the
                    Administrator.

                


        

         

        
          	 	
                  (g)

                	
                  Liability.
                    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 Plan
                    or any
                    Option granted thereunder.

                


        


        
          
            
            

          

          
            -5-

            
              

            

          

          
            
            

          

        

         

        4.     Eligibility.

         

        
          	 	
                  (a)
                    

                	
                  Subject
                    to the provisions of the Plan, the Administrator may at any time,
                    and from
                    time to time, grant Options under the Plan. Options granted under
                    this
                    Plan may or may not contain such terms as will qualify the Options
                    as
                    Incentive Stock Options (“ISOs”)
                    or
                    as Nonstatutory Stock Options (“NSOs”). Options granted
                    under this Plan may or may not contain such terms as will qualify
                    the
                    Options as qualified options under applicable laws of any country
                    or
                    jurisdiction where Options are granted under the Plan (“Qualified
                    Options”).

                


        

         

        
          	 	
                  (b)

                	
                  All
                    Employees, Directors or Service Providers of the Company or a
                    Related
                    Entity of the Company, shall be eligible to receive Options under
                    the
                    Plan; provided,
                    however, that Options qualifying as ISOs shall be granted only
                    to
                    Employees of the Company or a parent or subsidiary of the Company.
                    Employee, Director or Service Provider who has been granted an
                    Option may,
                    if otherwise eligible, to be granted additional
                    Options.

                


        

         

        
          	 	
                  (c)

                	
                  No
                    Employees, Directors or Service Providers of the Company shall,
                    at any
                    time, have a vested right to receive an Option under the
                    Plan.

                


        

         

        
          	 	
                  (d)

                	
                  Neither
                    the Plan nor the Option Agreements between the Company and any
                    Optionee
                    shall be construed to impose any obligation on the Company or
                    a Related
                    Entity thereof, to continue any Optionee’s employment or engagement (as
                    the case may be) with it, and nothing in the Plan or in any Options
                    granted pursuant thereto shall confer upon any Optionee any right
                    to
                    continue in the employ or engagement (as the case may be) with
                    the Company
                    or a Related Entity thereof or restrict the right of the Company
                    or a
                    Related Entity thereof to terminate such employment or engagement
                    at any
                    time, with or without cause.

                


        

         

        5.     Shares
          Subject to the Plan.

         

        Subject
          to the provisions of Section 10 hereof, the maximum aggregate number of
          Shares
          which may be received upon the exercise of Options under the Plan is _______
          Shares (the “Reserved
          Shares”).Shares
          distributed pursuant to the Plan may consist of authorized but unissued
          Shares.
          Any such Reserved Shares, may cease to be reserved for the purpose of the
          Plan,
          at the Board’s decision, but until termination of the Plan, the Company shall at
          all times reserve sufficient number of Reserved Shares to meet the requirements
          of the Plan.


        
          
            
            

          

          
            -6-

            
              

            

          

          
            
            

          

        


         

        If
          an
          Option expires or becomes unexercisable without having been exercised in
          full,
          the unpurchased Shares which were subject thereto shall become available
          for
          grant or sale under the Plan (unless the Plan has been terminated), provided,
          however,
          that Shares that have actually been issued under the Plan shall not be
          again
          available for future distribution under the Plan.

         

        6.     Term
          of Option.

         

        The
          term
          of an Option shall expire on such date or dates as the Administrator shall
          determine at the time of the grant of the Option; provided,
          however,
          that the term of an Option shall not exceed ten (10) years from the date
          of
          grant thereof.

         

        7.     Option
          Exercise Price and Consideration.

         

        
          	 	
                  (a)

                	
                  The
                    exercise price of an Option shall be determined by the Administrator
                    on
                    the date of grant of such Option in accordance with applicable
                    laws and
                    the guidelines as shall be outlined by the Board from time to
                    time, but
                    shall be subject to the following:

                


        

         

        
          	 	
                  (i)

                	
                  In
                    the case of an ISOs, the exercise price shall be not less than
                    the Fair
                    Market Value per Share on the date the Option is granted; provided,
                    however, that if an ISO is granted to an employee who, at the
                    time of
                    grant of such Option, owns stock representing more than ten percent
                    (10%)
                    of the voting power of all classes of stock of the Company or
                    any parent
                    or subsidiary, the exercise price shall be no less than 110%
                    of the Fair
                    Market Value per Share on the date the Option is
                    granted.

                


        

         

        
          	 	
                  (ii)

                	
                  In
                    the case of an NSOs, the exercise price shall be not less than
                    eighty five
                    (85%) of the Fair Market Value per Share on the date the Option
                    is
                    granted; provided,
                    however, that if an NSO is granted to an employee who, at the
                    time of
                    grant of such Option, owns stock representing more than ten percent
                    (10%)
                    of the voting power of all classes of stock of the Company or
                    any parent
                    or subsidiary, the exercise price shall be no less than 110%
                    of the Fair
                    Market Value of the Company shares on the date the Option is
                    granted.

                


        

         

        
          	 	
                  (b)

                	
                  The
                    consideration to be paid for the Shares to be issued upon exercise
                    of an
                    Option, including the method of payment, shall be determined
                    by the
                    Administrator and may consist entirely of (1) cash, (2) check,
                    (3)
                    deduction from the following salary (in case of an Employee)
                    or the
                    following payment (in all other cases), or (4) any combination
                    of the
                    foregoing methods of payment. In making its determination as
                    to the type
                    of consideration to accept, the Administrator shall consider
                    if acceptance
                    of such consideration may be reasonably expected to benefit the
                    Company.

                


        


        
          
            
            

          

          
            -7-

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (c)

                	
                  The
                    proceeds received by the Company from the issuance of Shares
                    subject to
                    the Options will be added to the general funds of the Company
                    and used for
                    its corporate purposes.

                


        

         

        8.     Exercise
          of Option; Right as a Shareholder;

         

        
          	 	
                  (i)

                	
                  Any
                    Option granted hereunder shall be exercisable according to the
                    terms of
                    the Plan and at such times and under such conditions as determined
                    by the
                    Administrator and set forth in the Option Agreement, Unless the
                    Administrator provides otherwise, vesting of Options granted
                    hereunder
                    shall be tolled during any unpaid leave of absence. An Option
                    may not be
                    exercised for a fraction of a
                    Share.

                


        

         

        
          	 	
                  (ii)

                	
                  An
                    Option shall be deemed exercised when the Company receives: (i)
                    written or
                    electronic notice of exercise (in accordance with the Option
                    Agreement)
                    from the person entitled to exercise the Option, and (ii) full
                    payment for
                    the Shares with respect to which the Option is exercised. Full
                    payment may
                    consist of any consideration and method of payment authorized
                    by the
                    Administrator and permitted by applicable laws, the Option Agreement
                    and
                    the Plan.

                


        

         

        
          	 	
                  (iii)

                	
                  Shares
                    issued upon exercise of an Option shall be issued in the name
                    of the
                    Optionee provided that Shares issued upon exercise of a Qualified
                    Option,
                    may be issued in the name of the Trustee for the benefit of the
                    Optionee.
                    Prior to exercise and until the issuance (as evidenced by the
                    appropriate
                    entry on the books of the Company or of a duly authorized transfer
                    agent
                    of the Company) of the stock certificate evidencing such Shares,
                    an
                    Optionee, as such, shall have no right to vote or receive dividends
                    or any
                    other rights of a shareholder of the
                    Company.

                


        


        
          
            
            

          

          
            -8-

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (iv)

                	
                  Upon
                    their issuance, the Shares shall carry equal voting rights on
                    all matters,
                    except as set forth in Section 8(h) below, where such vote is
                    permitted by
                    applicable law. Upon the signing of an Option Agreement, the
                    Optionee
                    shall sign an irrevocable proxy to the Trustee (in case the Option
                    is
                    issued in the name of the Trustee for the benefit of Optionee)
                    or
                    to the
                    Company’s Chief financial Officer (CFO) (in all other cases), in respect
                    of voting rights relating to the Options and/or the Shares. Such
                    proxy
                    shall be in effect until the earlier of: (i) The closing of an
                    initial
                    public offering of the Company’s shares; (ii) the consummation of a
                    Corporate Transaction, as defined in Section 10(c) below; or
                    (iii) Another
                    date as determined by the Board, regarding all, or part of the
                    Optionees.
                    In the event that the Optionee wishes to sell the Shares held
                    by it
                    according to bona fide transaction (as determined by the Administrator)
                    and such sale to a third party was consummated in compliance
                    with the
                    terms and conditions of this Plan, the Companies Articles of
                    Association
                    and applicable law, and after all applicable taxes were paid
                    by the
                    Optionee, then the proxy relating to such sold shares shall terminate,
                    and
                    the holder of such shares shall be entitled to vote such shares
                    in such
                    third party sole discretion. Shares held by a Trustee under the
                    Plan shall
                    be voted by the Trustee for the benefit of the Optionee in accordance
                    with
                    the terms of the proxy signed by the Optionee. Upon release of
                    such Shares
                    such Shares shall be voted by the Company’s CFO in accordance with the
                    terms in the proxy. All other Shares issued by exercising Options
                    granted
                    under the Plan shall be voted by the Company’s CFO in accordance with the
                    terms in the proxy. - If any law or regulation requires the Company
                    to
                    take any action with respect to the Shares specified in such
                    notice before
                    the issuance thereof, then the date of their issuance shall be
                    extended
                    for the period necessary to take such
                    action.

                


        


        
          
            
            

          

          
            -9-

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (v)

                	
                  An
                    Option may not be exercised unless, at the time the Optionee
                    gives notice
                    of exercise to the Company, the Optionee includes with such notice
                    payment
                    in cash or by bank check, or by deduction from the following
                    salary (in
                    case of an Employee) or the following payment (in all other cases),
                    or by
                    any combination of the foregoing methods of payment, of all withholding
                    taxes due, if any, on account of its acquired Shares under the
                    Option or
                    gives other assurance satisfactory to the Administrator of the
                    payment of
                    those withholding taxes, as described in Section 7
                    above.

                


        

         

        
          	 	
                  (vi)

                	
                  Exercise
                    of an Option in any manner shall result in a decrease in the
                    number of
                    Shares thereafter available, both for purposes of the Plan and
                    for sale
                    under the Option, by the number of Shares as to which the Option
                    is
                    exercised.

                


        

         

        
          	 	
                  (vii)

                	
                  Notwithstanding
                    anything to the contrary in this Option Plan, the Optionee shall
                    vote in
                    accordance with the majority of the Company’s shareholders in case the
                    Company offers its securities to the public or consummates a
                    Corporate
                    Transaction (as defined in Section 10(c) below), and the Optionee
                    shall
                    sign any document, shall approve any resolution and shall take
                    any further
                    step required to that effect.

                


        

         

        9. Termination
          of Employment or Engagement.

         

        
          	 	
                  (a)

                	
                  In
                    the event of termination of Optionee’s employment or engagement with the
                    Company or a Related Entity, all Options granted to that Optionee,
                    which
                    are vested and exercisable at the time of such termination, may,
                    unless
                    earlier terminated in accordance with the Option Agreement, be
                    exercised
                    within six (6) months after the date of such termination. If,
                    on the date
                    of termination, the Optionee is not vested as to its entire Option,
                    the
                    Shares covered by the unvested portion of the Option shall revert
                    to the
                    Plan. If the Option is not so exercised within the time specified
                    herein,
                    the Option shall terminate, and the Shares covered by such Option
                    shall
                    revert to the Plan

                


        

         

        For
          the
          purposes of this section termination of employment or engagement shall
          mean the
          date of actual cessation of employment or engagement with the Company or
          the
          Related Entity.


        
          
            
            

          

          
            -10-

            
              

            

          

          
            
            

          

        

         

        Notwithstanding
          Sections 9(a), (b), the Administrator shall be entitled to change the vesting
          schedules of an Option and to extend the vesting of any otherwise expired
          Option.

         

        
          	 	
                  (b)

                	
                  Notwithstanding
                    anything to the contrary in subsection (a) above, in the event
                    of
                    termination of Optionee’s employment or engagement with the Company or the
                    Related Entity by reason of death or disability (as determined
                    by the
                    Administrator specifically for each Optionee), all Options granted
                    to such
                    Optionee shall continue to vest and shall not expire consequently
                    to such
                    Optionee termination of employment with the Company. In such
                    case, the
                    Optionee, or if applicable, the Optionee’s legal guardian, the Optionee’s
                    estate or a person who acquires the right to exercise the Option
                    by
                    bequest or inheritance, as the case may be, will continue to
                    be deemed as
                    an Employee, Director or Service Provider (as the case may be)
                    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 is
                    no longer
                    an Employee, Director or Service Provider of the Company (apart
                    from tax
                    consequences, if applicable, the Optionee will solely
                    bear).

                


        

         

        
          	 	
                  (c)

                	
                  Notwithstanding
                    anything to the contrary in subsection (a) above, in the event
                    of
                    termination of Optionee’s employment, or engagement of the Optionee with
                    the Company or a Related Entity for cause
                    (as
                    defined hereunder), all outstanding Options granted to such Optionee
                    (whether vested or not) shall, to the extent not theretofore
                    exercised,
                    terminate on the date of such termination, unless otherwise determined
                    by
                    the Administrator.

                


        

         

        For
          purposes of this Section, termination for “cause”shall
          mean discharged from the employ or engagement with the Company or a Related
          Entity for reasons of negligence in the discharge of Optionee’s duties, breach
          of fiduciary duty, willful cause of damage or loss to the Company or Related
          Entity in any fashion or similar cause, or any other breach of Optionee’s
          employment or engagement agreement (as the case may be) with the
          Company.

         

        10.     Adjustments
          Upon Changes in Capitalization or Merger.

         

        
          	 	
                  (a)

                	
                  Changes
                    in Capitalization.
                    In the event of a shares split, shares dividend, recapitalization,
                    combination or reclassification of the Shares, rights issues,
                    increase or
                    decrease in the number of issued Shares without receipt of consideration
                    by the Company (but not the conversion of any convertible securities
                    of
                    the Company) or any other like events, then the Administrator
                    in its sole
                    discretion shall make an appropriate adjustment as to maintain
                    the
                    proportionate number of Shares related to each outstanding Option
                    and the
                    number of Shares reserved for issuance under the Plan, as well
                    as the
                    exercise price per Share of each outstanding Option. Such adjustment
                    made
                    by the Administrator shall be final, conclusive and binding.
                    Except as
                    expressly provided herein, no issuance by the Company of shares
                    of any
                    class, or securities convertible into shares of any class, shall
                    affect,
                    and no adjustment by reason thereof shall be made with respect
                    to, the
                    number or price of Shares subject to an
                    Option.

                


        


        
          
            
            

          

          
            -11-

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (b)

                	
                  Dissolution
                    or Liquidation.
                    In the event of the proposed dissolution or liquidation of the
                    Company,
                    all Options will terminate immediately prior to the consummation
                    of such
                    proposed action or liquidation. To the extent it has not been
                    previously
                    exercised, an Option will terminate immediately prior to the
                    consummation
                    of such proposed dissolution or
                    liquidation.

                


        

         

        
          	 	 	
                  Notwithstanding
                    anything to the contrary, the Administrator in its sole discretion
                    shall
                    be entitled to determine that any or all unvested Options, at
                    the time
                    fourteen (14) days prior to the dissolution or liquidation of
                    the Company
                    shall automatically become fully or partially vested and
                    exercisable.

                


        

         

        For
          the
          purpose of this Plan, the beginning of a dissolution or liquidation procedure
          shall be considered as: (i) in case of a dissolution or liquidation by
          court -
          the date of the dissolution or liquidation order, or (ii) in case of a
          voluntary
          dissolution or liquidation - the date of the resolution of dissolution
          by the
          Company.

         

        
          	 	
                  (c)

                	
                  Change
                    in Control.
                    In the event of a change in ownership or control of the Company
                    effected
                    through any of the following
                    transactions:

                


        

         

        
          	 	
                  (i)

                	
                  a
                    merger, consolidation, reorganization of the Company or a similar
                    business
                    combination, in which the Company is not the surviving entity
(“Merger”);

                


        

         

        
          	 	
                  (ii)

                	
                  the
                    acquisition, directly or indirectly, by any person or related
                    group of
                    persons (other than the Company or a person that directly or
                    indirectly
                    controls, is controlled by, or is under common control with,
                    the Company),
                    of beneficial ownership of securities possessing substantially
                    all the
                    voting power of the Company’s outstanding securities;
                    and

                


        


        
          
            
            

          

          
            -12-

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (iii)

                	
                  the
                    sale, transfer or other disposition of all or substantially all
                    of the
                    Company’s assets (“Sale
                    of all of the company’s
                    assets”);

                


        

         

        
          	 	 	
                  (subsections
                    10(c)(i), 10(c)(ii) and 10(c)(iii) shall be referred to as “Corporate
                    Transaction”)

                


        

         

        the
          Company shall make its best reasonable commercial efforts in order to substitute
          all outstanding Options, on an equitable basis (as determined solely by
          the
          Administrator) with equivalent options or other securities in the successor
          company or a parent of the successor company. However, if it is not possible
          (for any reason whatsoever) to substitute the outstanding Options, as mentioned
          above, as well as in the case of the closing of an IPO, then the Optionees
          may
          exercise all vested Options by no later than fourteen (14) days prior to
          the
          consummation of such Corporate Transaction (unless provided otherwise by
          the
          Administrator). 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
          Corporate Transaction. Unless determined otherwise by the Administrator,
          any
          Options that are not exercised by the Optioncees at least seven (7) days
          before
          the effective date of the Corporate Transaction shall automatically expire
          and
          become void.

         

        For
          the
          avoidance of doubt, the Administrator in its sole discretion shall be entitled
          to determine that any or all unvested Options, at the time fourteen (14)
          days
          prior to the consummation of a Corporate Transaction or an IPO, shall
          automatically become fully or partially vested and exercisable, and then
          the
          same terms which apply to vested Options, as described in this subsection,
          shall
          apply, mutatis
          mutandis.

         

        For
          purposes of this paragraph, the Option shall be considered assumed or
          substituted if, following the Corporate Transaction, the Option receives
          the
          right to purchase or receive, for each optioned Share, the consideration
          (whether shares, cash, or other securities or property) received in the
          Corporate Transaction by holders of Shares of the Company on the effective
          date
          of the transaction (and if such holders were offered a choice of consideration,
          the type of consideration chosen by the holders of a majority of the outstanding
          Shares); provided,
          however,
          that if such consideration is not solely shares of the common stock (or
          their
          equivalent) of the successor company or its parent, the Administrator may,
          with
          the consent of the successor company, provide for each Optionee to receive
          solely shares of the common stock (or their equivalent) of the successor
          company
          or its parent equal in fair market value to the per Share consideration
          received
          by holders of Shares in the Corporate Transaction.


        
          
            
            

          

          
            -13-

            
              

            

          

          
            
            

          

        

         

        11.   Rights
          and Obligations attached to the Shares.

         

        Notwithstanding
          anything to the contrary in the Articles of Association of the Company,
          as
          amended from time to time, until the initial public offering of the Company’s
          shares on a recognized stock exchange, the sale or the transfer of the
          Shares
          issued under this Plan and following the Exercise of The Option, shall
          be
          subject to right of first refusal, co-sale rights and other rights, of
          the
          existing shareholders of the Company according to their proportional share
          at
          such time, as set forth in the Articles of Association of the Company,
          as
          amended from time to time, and subject to other restrictions as may be
          imposed
          by the Administrator.

         

        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; and (iii) co-sale
          rights in relation with any sale of shares of the Company;

         

        12.    Amendment
          and Termination of the Plan.

         

        
          	 	
                  (a)

                	
                  Amendment
                    and Termination.
                    The Board may at any time amend, alter, suspend or terminate
                    the Plan;
                    provided,
                    however, that such amendment, alternation, suspension or termination
                    shall
                    comply with applicable laws, may not change the terms and conditions
                    of
                    Options that have been already granted prior to such amendment,
                    alternation, suspension or termination, subject to Subsection
                    12(c) below,
                    and to the extent such consent is necessary the consent of the
                    Trustee.

                


        

         

        
          	 	
                  (b)

                	
                  Shareholder
                    Approval.
                    The Board shall obtain shareholder approval of any Plan amendment
                    to the
                    extent necessary or desirable to comply with applicable laws
                    and with the
                    Company’s Articles of Association.

                


        

         

        
          	 	
                  (c)

                	
                  Effect
                    of Amendment or Termination.
                    Notwithstanding subsection 12(a) above, no amendment, alteration,
                    suspension or termination of the Plan shall impair the rights
                    of any
                    Optionee, unless mutually agreed otherwise between the Optionee
                    and the
                    Administrator, which agreement must be in writing and signed
                    by the
                    Optionee and the Company. Termination of the Plan shall not affect
                    the
                    Administrator’s ability to exercise the powers granted to it hereunder
                    with respect to Options granted under the Plan prior to the date
                    of such
                    termination.

                


        


        
          
            
            

          

          
            -14-

            
              

            

          

          
            
            

          

        

         

        
          	
                  13.

                	
                  Conditions
                    Upon Issuance of Shares.

                


        

         

        
          	 	
                  (a)

                	
                  Legal
                    Compliance.
                    Shares shall not be issued pursuant to the exercise of an Option
                    unless
                    the exercise of such Option, the method of payment and the issuance
                    and
                    delivery of such Shares shall comply with applicable laws and
                    if the
                    Administrator deems fit, shall be further subject to the approval
                    of
                    counsel for the Company with respect to such
                    compliance.

                


        

         

        
          	 	
                  (b)

                	
                  Investment
                    Representations.
                    As a condition to the exercise of an Option, the Administrator
                    may require
                    the person exercising such Option to represent and warrant at
                    the time of
                    such exercise that the Shares are being purchased only for investment
                    and
                    without any present intention to sell or distribute such Shares
                    if, in the
                    opinion of counsel for the Company, such a representation is
                    required.

                


        

         

        14.    Inability
          to Obtain Authority.

         

        The
          inability of the Company to obtain authority from any regulatory body having
          jurisdiction, which authority is deemed by the Company’s counsel to be necessary
          to the lawful issuance of any Shares hereunder, shall relieve the Company
          of any
          liability in respect of the failure to issue or sell such Shares as to
          which
          such requisite authority shall not have been obtained.

         

        15.    Non-Transferability
          of Options.

         

        Except
          as
          set forth in Section 9(b) hereof, Options, whether fully paid or not, may
          not be
          sold, pledged, assigned, hypothecated, transferred or disposed of in any
          manner
          other than by will or by the laws of descent or distribution and may be
          exercised, during the lifetime of the Optionee, only by the
          Optionee.

         

        16.   Multiple
          Agreements.

         

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


        
          
            
            

          

          
            -15-

            
              

            

          

          
            
            

          

        


         

        17.   Effective
          Date and Term of Plan.

         

        The
          Plan
          shall become effective upon its adoption by the Board and shall continue
          in
          effect for a term of ten (10) years after the earlier of its adoption,
          unless
          sooner terminated in accordance with the Plan.

         

        18.    Governing
          Law.

         

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

         

        19.    Appointment
          of Trustee.

         

        
          	 	
                  (i)

                	
                  The
                    Administrator, in its sole discretion, shall be entitled to elect
                    and
                    appoint the Trustee for this Plan (the “Trustee”). Upon such appointment a
                    trust agreement, which comply with the relevant and applicable
                    laws, will
                    be signed between the Trustee and the
                    Company

                


        

         

        
          	 	
                  (ii)

                	
                  In
                    the event that the Trustee has been appointed, any or all Options
                    granted
                    to Employees according to this Plan may be issued to the Trustee
                    and
                    registered in the Trustee’s name for the benefit of that Employees, in the
                    Administrator’s sole discretion.

                


        

         

        
          	 	
                  (iii)

                	
                  In
                    the event that the Company issues any Options to the Trustee,
                    the
                    Administrator shall determine whether, in order to ensure that
                    the Plan
                    should qualify under the laws of any country or jurisdiction
                    where Options
                    are granted under the Plan, the exercise of any Options or the
                    sale or
                    transfer of the Options or the underlying Shares shall be restricted
                    for a
                    certain period of time as required under the relevant
                    laws.

                


        


        
          
            
            

          

          
            -16-

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (iv)

                	
                  The
                    Trustee shall be exempt from any liability in respect of any
                    action or
                    decision duly taken in its capacity as
                    Trustee.

                


        

         

        20.    Tax
          Consequences.

         

        Any
          tax
          consequences (pursuant to any Israeli or any foreign law) arising from
          the grant
          or exercise of any Option or from the payment for Shares or from any other
          event
          or act (whether of the Optionee or of the Company or a Related Entity or
          of its
          Trustee) hereunder, 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 withholding taxes at
          source.
          Furthermore, such Optionee shall agree to indemnify the Company and/or
          the
          Related Entity that employs and/or engaged with the Optionee (as the case
          may
          be) and/or the Trustee and/or the Administrator and/or the Company’s
          shareholders and/or directors and/or officers if applicable, and hold them
          harmless against and from any and all liability for any such tax or interest
          or
          penalty thereon, including without limitation, liabilities relating to
          the
          necessity to withhold, or to have withheld, any such tax from any payment
          made
          to the Optionee. Except as otherwise required by law, the Company shall
          not be
          obligated to honor the exercise of any Option by or on behalf of an Optionee
          until all tax consequences (if any) arising from the exercise of such Options
          are resolved in a manner reasonably acceptable to the Company.

         

        21.    Rules
          Particular to Specific Countries.

         

        
          	 	
                  (i)

                	
                  Notwithstanding
                    anything herein to the contrary, the terms and conditions of
                    the Plan may
                    be amended with respect to particular types of Participants as
                    determined
                    by the Board (e.g. - Israeli employees) by an addendum to the
                    Plan (the
                    “Appendix”).

                


        

         

        
          	 	
                  (ii)

                	
                  The
                    Company may adopt one or more Appendixes. Each Appendix shall
                    be approved
                    by the Board and as required or advisable under applicable
                    law.

                


        

         

        
          	 	
                  (iii)

                	
                  The
                    terms of an Appendix shall govern only with respect to the types
                    of
                    Participants specified in such
                    Appendix.

                


        

         

        
          	 	
                  (iv)

                	
                  In
                    the case that the terms and conditions set forth in an Appendix
                    conflict
                    with any provisions of the Plan, the provisions of the Appendix
                    shall
                    govern with respect to Participants that are subject to such
                    Appendix,
                    provided, however, that such Appendix shall not be construed
                    to grant the
                    Participants rights not consistent with the terms of the Plan,
                    unless
                    specifically provided for in such
                    Appendix.

                


        


        
          
            
            

          

          
            -17-

            
              

            

          

          
            
            

          

        

         

        Appendix
          A: Terms of grant of options to Israeli employees


        
          
            
            

          

          
            -18-

            
              

            

          

          
            
            

          

        

         

        Appendix
          A

         

        Terms
          of grant of Options to Israeli employees

         

        
          	
                  1.

                	
                  Purpose
                    of the Appendix

                


        

         

        
          	 	
                  1.1.

                	
                  This
                    Appendix (the “Appendix”)is
                    made as part of the Plan (as defined herein. All terms not otherwise
                    defined herein shall have the meaning ascribed to them in the
                    Plan.) and
                    pursuant to the provisions of Section 102 of the Income Tax Ordinance
                    as
                    amended under Amendment number 132 and thereafter (both as defined
                    herein).

                


        

         

        
          	 	
                  1.2.

                	
                  This
                    Appendix governs grants of Options to Israeli Employees, either
                    by a
                    Trustee, or without a Trustee.

                


        

         

        
          	
                  2.

                	
                  Definitions

                


        

         

        As
          used
          herein, the following definitions shall apply:

         

        
          	 	
                  2.1.

                	
                  “Capital
                    Gain Method”means
                    choosing the alternative of capital gain method under Section
                    102.

                


        

         

        
          	 	
                  2.2.

                	
                  “Eligible
                    Participant”means
                    any employee as such term is defined in Section 102. Without
                    derogating
                    from the foregoing Eligible Participant shall include any employee
                    or
                    Office Holder (as such term is defined in the Companies Law)
                    of the
                    Company or any Subsidiary except for such persons that are deemed
                    to be
                    Controlling Shareholder (‘Ba’al
                    Shlita’) under
                    Section 32 to the Income Tax
                    Ordinance.

                


        

         

        
          	 	
                  2.3.

                	
                  “Income
                    Tax Authorities”means
                    the Israeli income tax authorities that are authorized to give
                    approvals
                    in relation with this Appendix and Options granted to Eligible
                    Participants.

                


        


        
          
            
            

          

          
            -19-

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  2.4.

                	
                  “Income
                    Tax
                    Ordinance” - the
                    Israeli Income Tax Ordinance (New Version) 1961, as amended from
                    time to
                    time.

                


        

         

        
          	 	
                  2.5.

                	
                  “Labor
                    Income Method”means
                    choosing the alternative of labor income method under Section
                    102.

                


        

         

        
          	 	
                  2.6.

                	
                  “Participant”means
                    any Eligible Participant who is granted with
                    Options.

                


        

         

        
          	 	
                  2.7.

                	
                  “Plan”means
                    the Scopus Network Technologies 2001 Share Option Plan to which
                    this
                    Appendix is attached.

                


        

         

        
          	 	
                  2.8.

                	
                  “Realization
                    Event”means,
                    with respect to each Option granted to a certain Participant,
                    the earlier
                    to occur of: (I) transfer of Securities from the Trustee to such
                    Participant; or (II) the sale of Shares by the Trustee; or (III)
                    one day
                    before such Participant is no longer an Israeli resident (as
                    provided for
                    in Section 100A to the Income Tax
                    Ordinance).

                


        

         

        
          	 	
                  2.9.

                	
                  “Release
                    Term”means,
                    in the case of Capital Gains Method, a period ending twenty four
                    (24)
                    months after the end of the year in which certain Options were
                    granted to
                    the Trustee for the benefit of a certain Participant. In the
                    case of Labor
                    Income Method ‘Release Term’ shall mean a period ending twelve (12) months
                    after the end of the year in which certain
                    Options were granted to the Trustee for the benefit of the
                    Participant.

                


        

         

        
          	 	
                  2.10.

                	
                  “Section
                    102”means
                    Section 102 to the Income Tax Ordinance as amended under Amendment
                    number
                    132 to the Income Tax Ordinance and as further amended from time
                    to time,
                    and/or as superseded and any rules regulations or instructions
                    promulgated
                    or enacted under such Section 102.

                


        

         

        
          	 	
                  2.11.

                	
                  “Securities”shall
                    mean Options subject to a certain Option Grant and Shares received
                    subsequent exercise of such
                    Options.

                


        

         

        
          	 	
                  2.12.

                	
                  “Tax
                    Method”means
                    either Capital Gains Method or Labor Income
                    Method.

                


        

         

        
          	 	
                  2.13.

                	
                  “Trust”means
                    a trust, maintained under the Trust Agreement entered into between
                    the
                    Company and the Trustee for administration of grant of Options
                    under Section 102.

                


        


        
          
            
            

          

          
            -20-

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  2.14.

                	
                  “Trust
                    Agreement”means
                    the agreement between the Company and the Trustee as may be in
                    effect from
                    time to time specifying the duties and authorities of the
                    Trustee.

                


        

         

        
          	 	
                  2.15.

                	
                  “Trust
                    Assets”means
                    all Securities and other assets held in Trust for the benefit
                    of the
                    Participants pursuant to this Appendix and the Trust
                    Agreement.

                


        

         

        
          	 	
                  2.16.

                	
                  “Trustee”Notwithstanding
                    to the definition in the Plan, means The Trust Company of Bank
                    Hamizrachi
                    (and any successor Trustee) who was, or shall be appointed by
                    the Board of
                    Directors of the Company and approved by the Income Tax Authorities
                    to
                    hold the Trust Assets.

                


        

         

        
          	
                  3.

                	
                  Provisions
                    of the Appendix shall
                    govern

                


        

         

        The
          provisions of the Appendix shall supersede and govern in the case of any
          inconsistency or conflict arising between the provisions of the Appendix
          and the
          provisions of the Plan, provided, however, that the Appendix shall not
          be
          construed to grant Participant rights not consistent with the terms of
          the Plan,
          unless specifically provided herein.

         

        4.    Selection
          of Tax Method - Capital Gains Method

         

        The
          Company chooses the Capital Gain Method (‘Maslul
          Revach Hon’). This choice
          may be changed in the future, by a Board resolution, provided, however,
          that the
          change in selection is permissible under the provisions of Section
          102.

         

        5.    Holding
          of Securities by the Trustee

         

        
          	 	
                  5.1.

                	
                  All
                    Securities shall be issued to the Trustee to be held in the Trust
                    for the
                    benefit of the relevant Participants. All certificates representing
                    Securities issued to the Trustee under the Appendix shall be
                    deposited
                    with the Trustee, and shall be held by the Trustee until such
                    time that
                    such Options or Shares are released from the Trust as herein
                    provided.

                


        


        
          
            
            

          

          
            -21-

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  5.2.

                	
                  After
                    the Release Term is over, a Participant shall be entitled to
                    instruct the
                    Trustee to transfer the Shares held for such Participant’s benefit to such
                    Participant, provided, however, that the Trustee confirms that
                    all
                    applicable tax as set in Section 102 was actually paid and the
                    Trustee
                    holds a confirmation to that effect from Income Tax
                    Authorities.

                


        

         

        
          	 	
                  5.3.

                	
                  In
                    the case that the Company distributes dividends, then the amount
                    of
                    dividends with respect of Shares held in Trust shall be paid
                    to the
                    Participants that
                    are the beneficial holders of such Shares, subject to deduction
                    at source
                    of the applicable tax.

                


        

         

        
          	
                  6.

                	
                  Provisions
                    governing the Appendix and
                    Plan

                


        

         

        Notwithstanding
          anything to the contrary in the Plan or elsewhere in the Appendix:

         

        
          	 	
                  6.1.

                	
                  The
                    Plan shall have one, sole, Trustee.

                


        

         

        
          	 	
                  6.2.

                	
                  The
                    Appendix shall be subject to one Tax Method, unless the provisions
                    of
                    Section 102 allow otherwise.

                


        

         

        
          	 	
                  6.3.

                	
                  The
                    Participants shall not be entitled to cause a Realization Event
                    to occur
                    unless the Release Term is
                    fulfilled.

                


        

         

        
          	 	
                  6.4.

                	
                  All
                    rights or benefits that are received subsequent to the grant
                    or exercise
                    of the Options or the Shares underlying such Options (including
                    and not
                    limited to bonus shares) shall be deposited with the Trustee
                    until the end
                    of the Release Term, and all such rights and benefits shall be
                    subject to
                    the Tax Method selected by the
                    Company.

                


        

         

        7.    Effectiveness
          of the Appendix

         

        The
          Appendix shall become effective, and Options may be granted hereunder only
          after
          receipt the required approvals under Section 1.02 from the Income Tax
          Authorities.


        
          
            
            

          

          
            -22-

            
              

            

          

          
            
            

          

        

         

        8.    Additional
          limitations

         

        
          	 	
                  8.1.

                	
                  The
                    Company shall not issue Options to a Participant unless such
                    Participant
                    confirmed in writing that they are aware of the provisions of
                    Section 102
                    and the applicable Tax Method, and agreed in writing to the terms
                    of the
                    Trust Agreement, and that they shall not cause a Realization
                    Event to
                    occur before the Release Term is over. The form for the above
                    confirmation
                    shall be determined by the Administrator, and shall be attached
                    to the
                    Appendix as Schedule A.

                


        

         

        
          	 	
                  8.2.

                	
                  The
                    Trustee shall not release any shares held by it in accordance
                    with the
                    terms of the Appendix, until the earlier to occur of: (i) An
                    IPO; (ii)
                    Other event, as shall be determined by the Administrator, regarding
                    all,
                    or any part of the Participants; (iii) In the event that a certain
                    Participant wishes to sell the shares held for his or her benefit
                    by the
                    Trustee, according to a bona fide
                    transaction.

                


        

         

        
          	 	
                  8.3.

                	
                  The
                    grant of each Option is conditioned upon the Participant agreeing
                    irrevocably to discharge the Trustee, the Company and any other
                    office
                    holder, employee or agent thereof from any liability with respect
                    of any
                    action or decision duly taken and bona fide executed in relation
                    with the
                    Plan, or relating to any Option or
                    Shares.

                


        

         

        
          	
                  9.

                	
                  Grant
                    of Options not by a
                    Trustee

                


        

         

        Notwithstanding
          the above, the Company shall be entitled to allocate Options not according
          to
          the Tax Methods, but by direct grant to Participants, provided, however,
          that
          the requirements of Section 102 are met.


        
           

          
            
               

            

            
              -23-

              
                

              

            

            
               

            

          

        

      

    

     

    
      

        OPTION
          AGREEMENT

        Under
          Section 102

        (the
          “Agreement”)

        


         

        Made
          as
          of the 27 day of October, 2005

         

        by
          and
          between

         

        SCOPUS
          VIDEO NETWORKS LTD.

         

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

        located
          at 10 Ha’amal Street,

        Park
          Afek, Rosh Ha’ayin, Israel

        (the
          “Company”)

        


         

        and

         

        I.D
          no.
          ____________

        Of
          ____________

        (“the
          Optionee”)

        


         

        


         

        PREAMBLE

        


        
          	Whereas	
                  The
                    Company has adopted its Amended and Restated 2001 Share Option
                    Plan
                    together with its appendices (especially Appendix A thereto),
                    a copy of
                    which is attached herein as Exhibit
                    A,
                    forming an integral part hereof (the “Option
                    Plan”
                    or the “Plan”);
                    and 

                


        

         

        
          	Whereas	
                  The
                    Option Plan is made to qualify as an Employee Stock Option Plan
                    within the
                    meaning of Section 102 of the Israeli Income Tax Ordinance (New
                    Version)
                    1961 as amended under Amendment number 132 and thereafter (the
                    “Income
                    Tax Ordinance”)
                    and any regulations, rules, orders or procedures promulgated
                    thereunder
                    and/or any pre-ruling made by the Income Tax Commissioner on
                    the Plan,
                    subject to modifications as shall be required by the Income Tax
                    Commissioner (Section 102 of the Income Tax Ordinance and the
                    regulations,
                    rules, orders of procedures promulgated thereunder or any successor
                    section, regulation, rule, order or procedure thereof and/or
                    any
                    pre-ruling shall be referred herein collectively as: “Section
                    102”);
                    and

                


        

        


        
          	Whereas	
                  The
                    Company has offered the Optionee to take part in the Option Plan
                    by
                    allocating it, Options under the Option Plan to purchase shares
                    of the
                    Company, and the Optionee agrees to take part in the Option Plan
                    and to
                    the allocation of the abovementioned Options, all according to
                    the terms
                    and subject to the conditions in the 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.

                  	
                    The
                      Company hereby allocates the Number of Options as specified
                      in
                      Exhibit
                      B
                      hereto (the “Number
                      of Options”),
                      each Option exercisable to one Ordinary Share 0.50 NIS (New
                      Israeli
                      Shekel) par value in the share capital of the Company, at the
                      Exercise
                      Price per Option set forth in Exhibit
                      B,
                      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
                      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 amount
                      as it finds
                      expedient; and the Optionee hereby waives any claim it might
                      or may have
                      regarding such issuance or
                      increase.

                  


          

           

          
            	 	
                    2.3.

                  	
                    The
                      Optionee further represents, it is familiar with the Company’s business
                      and financial condition, and has acquired sufficient information
                      regarding
                      the Company in order to reach an informed and knowledgeable
                      decision to
                      participate in the Option Plan and to be allocated with the
                      Options.

                  


          

           

          
            
              	3.	
                      THE
                        TRUSTEE

                    


            

          

           

          
            	 	
                    3.1.

                  	
                    The
                      Number of Options 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 the Option Plan, shall be
                      issued to the
                      Trust Company of Tamir Fishman, which 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 for the Release Term
                      applicable
                      under the Tax Method selected by the Company pursuant to Section
                      102
                      (twenty four (24) months after the end of the year in which
                      the Options
                      were granted, under the Capital Gain Method, as of
                      today).

                  


          

           

          
            	 	
                    3.2.

                  	
                    Upon
                      termination of the Release Term, the Optionee shall be entitled
                      to receive
                      from the Trustee the Shares acquired following exercise of
                      Options ,
                      subject to the provisions of the Plan, including those concerning
                      the
                      continued employment of Optionee with the Company or a Related
                      Entity, and
                      Optionee shall be entitled
                      to
                      exercise the Options and sell the Shares thereby obtained subject
                      to the
                      other terms and conditions of this Agreement and the Plan,
                      including the
                      provisions relating to the payment of tax set forth
                      below.

                  


          

           

           

          
            
               

            

            
              -2-

              
                

              

            

            
               

            

          

           

          
            	 	
                    3.3.

                  	
                    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 it and/or any Shares issued upon exercise
                      of such
                      Options.

                  


          

           

          
            	 	
                    3.4.

                  	
                    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 with this Agreement and the provisions
                      of the
                      Option Plan.
                      

                  


          

           

          
            	 	
                    3.5.

                  	
                    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.	
                    EXERCISE
                      OF OPTIONS

                  


          

           

          
            	 	
                    4.1.

                  	
                    Right
                      to Exercise.

                  


          

           

          The
            Options shall vest in accordance with the Vesting Schedule set forth
            in
Exhibit
            B
            hereto,
            and with the applicable provisions of the Plan and this Option
            Agreement.

           

          
            	 	
                    4.2.

                  	
                    Exercise
                      Period.

                  


          

           

          All
            Options, whether vested or unvested, shall expire and be void Ten (10)
            years
            from the Date of Grant specified in Exhibit
            B
            or a
            shorter period if determined under Term/Expiration Date in Exhibit
            B.
            The
            Optionee shall not have any claim towards the Company with respect to
            such
            Options.

           

          
            	 	
                    4.3.

                  	
                    Method
                      of Exercise.

                  


          

           

          Options
            shall be exercised by the Optionee by giving written notice to the Company,
            in
            the form attached hereto as Exhibit
            C
            (the
“Exercise
            Notice”),
            which
            exercise shall be effective upon receipt of such notice by the Company
            at its
            principal office.

           

          
            	 	
                    4.4.

                  	
                    The
                      Options that vest may be exercised in whole, at any time, or
                      in part from
                      time to time during the period mentioned in section 4.2 above,
                      as long as
                      the Optionee does not exercise less then 500 Options every
                      time, unless
                      less then 500 are remaining, in which case not less than all
                      the remaining
                      Options. The Options or any part thereof shall be deemed to
                      be exercised
                      upon receipt by the Company of such Exercise Notice accompanied
                      by the
                      aggregate Exercise Price, and adjusted according to this
                      Agreement.

                  


          

           

          
            	 	
                    4.5.

                  	
                    Subject
                      to section 10 to the Option Plan, the exercise of one option
                      will result
                      in one Ordinary 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, co-sale rights, and other rights, as determined in
                      the Company’s
                      Articles of Association.

                  


          

           


          
            
               

            

            
              -3-

              
                

              

            

            
               

            

          

           

          
            	 	
                    4.6.

                  	
                    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.

                  


          

           

          
            	 	
                    4.7.

                  	
                    The
                      Optionee agrees to sign any and all documents required in order
                      to
                      exercise the Options, or any part thereof, pursuant to the
                      conditions set
                      forth in this section 4.

                  


          

           

          
            	 	
                    4.8.

                  	
                    The
                      Shares shall be issued to the Trustee and held by the Trustee
                      in
                      accordance with the provisions of Section 3 above. Subject
                      to applicable
                      law and the provisions of this Agreement, the Trustee will
                      transfer the
                      Shares to the Optionee upon demand but in no event earlier
                      than the end of
                      the Release Term. 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.

                  


          

           

          
            	 	
                    4.9.

                  	
                    Method
                      of Payment.

                  


          

           

          Payment
            of the aggregate Exercise Price shall be made in NIS at the Representative
            Rate
            of Exchange for the U.S. dollar published by the Bank of Israel on the
            day prior
            to the date of actual payment, or if permissible by law the payment may
            also be
            made in U.S. Dollars, by any of the following, as shall be determined
            by the
            Administrator in its sole discretion: (1) cash, (2) check,
            (3)
            deduction from the following salary, or (4) any combination of
            the
            foregoing methods of payment. 

           

          
            	 	
                    4.10.

                  	
                    Rights
                      of Optionee.

                  


          

           

          Notwithstanding
            anything to the contrary in the Company’s Articles of Association, in respect of
            the Shares, the Optionee shall not 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. 

           

          
            	 	
                    4.11.

                  	
                    Voting
                      Rights and Proxy.

                  


          

           

          Upon
            signing on this Agreement, the Optionee shall sign an irrevocable proxy
            to the
            Trustee, in the form attached hereto as Exhibit
            D,
            in
            respect of voting rights relating to the Shares, and the terms of Exhibit
            D and
            the Option Plan shall apply. 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.

           

          
            	 	
                    4.12.

                  	
                    Notification
                      to Trustee.
                      

                  


          

           

          The
            Company will notify the Trustee of any exercise of the Option as set
            forth
            above. If such notification is delivered during the Release Term, the
            Shares
            issued upon the exercise of the Options shall be issued directly to the
            Trustee
            on behalf of Optionee, and shall be held by the Trustee in trust on behalf
            of
            Optionee. In the event that such notification is delivered after the
            Release
            Term, the Shares issued upon the exercise of the Option shall be transferred
            either to the Trustee or to Optionee directly, at the election of Optionee;
            provided,
            however
            that in the event the Optionee elects to receive the Shares directly
            to his
            possession, the transfer thereof shall be subject to the full payment
            of the tax
            liability by the Optionee.

           


          
            
               

            

            
              -4-

              
                

              

            

            
               

            

          

           

          
            	 	
                    4.13.

                  	
                    Investment
                      Representations.
                      

                  


          

           

          As
            a
            condition to the exercise of an Option, the Optionee agrees that the
            Administrator may require Optionee shall represent and warrant at the
            time of
            such exercise that the Shares are being purchased only for investment
            and
            without any present intention to sell or distribute such Shares if, in
            the
            opinion of counsel for the Company, such a representation is
            required

           

          
            	5.	
                    THE
                      RIGHTS AND OBLIGATIONS ATTACHED TO THE
                      SHARES

                  


          

           

          
            	 	
                    5.1.

                  	
                    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, the registration of the Optionee as holder of such
                      Shares in
                      the Company’s register of members.

                  


          

           

          
            	 	
                    5.2.

                  	
                    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.

                  


          

           

          
            	 	
                    5.3.

                  	
                    The
                      Optionee hereby irrevocably agrees that once the Company offers
                      its
                      securities to the public and/or consummates a Corporate Transaction,
                      the
                      Optionee shall sign any document and will approve any resolution
                      or
                      restriction upon the Shares and will take any further step
                      required to
                      that effect, if its signature or approval or such restriction
                      or
                      modification or any other step will be needed, in order to
                      help the
                      Company stand in all the underwriters and stock exchange demands
                      or in
                      order to approve a Corporate Transaction agreement (as the
                      case may
                      be).

                  


          

           

          For
            the
            avoidance of doubt, it is hereby clarified that the Optionee shall vote
            in
            accordance with the majority of the Company’s shareholders in respect to such
            decisions as described in this Sub-Section.

           

          
            	 	
                    5.4.

                  	
                    The
                      Optionee acknowledges that once the Company’s shares will be traded in any
                      public market, its right to sell its 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.

                  


          

           

          
            	 	
                    5.5.

                  	
                    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).

                  


          

           

           

          
            
               

            

            
              -5-

              
                

              

            

            
               

            

          

           

          
            	 	
                    5.6.

                  	
                    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 Grant or of this Agreement whichever
                      is the
                      earliest.

                  


          

           

          
            	6.	
                    ASSIGNABILITY
                      AND SALE OF OPTIONS AND THE
                      SHARES

                  


          

           

          
            	 	
                    6.1.

                  	
                    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.

                  


          

           

          
            	 	
                    6.2.

                  	
                    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.

                  


          

           

          
            	 	
                    6.3.

                  	
                    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.

                  


          

           

          
            	 	
                    6.4.

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

                  


          

           

          
            	 	
                    6.5.

                  	
                    Any
                      sale or transfer of Shares shall be subject to the terms of
                      the Option
                      Plan and this Agreement and to the approval of the Board, which
                      shall not be unreasonably withheld, provided that the Optionee
                      is not then
                      in breach of any of its obligations to the Company. Furthermore
                      such sale
                      or transfer shall not occur prior to the earlier of: (i) The
                      closing of an
                      initial public offering of the Company’s shares; (ii) A Corporate
                      Transaction; (iii) Another date as determined by the Board,
                      regarding all,
                      or part of the Options; (iv) In the event that the Optionee
                      wishes to sell
                      the Shares held by it according to bona fide transaction (as
                      determined by
                      the Administrator).

                  


          

           

          
            	7.	
                    GOVERNMENT
                      REGULATIONS, OTHER RESTRICTIONS


                  


          

           

          
            	 	
                    7.1.

                  	
                    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, a
                      Related Entity and the Optionee.

                  


          

           

          
            	 	
                    7.2.

                  	
                    When
                      applicable, the Optionee agrees not to sell, transfer or otherwise
                      dispose
                      of any of the shares so purchased by it except in compliance
                      with the
                      United States Securities Act of 1933, as amended, and the rules
                      and
                      regulation thereunder and/or any other relevant laws of Israel,
                      the United
                      States or any other jurisdiction, 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.

                  


          

           

           

          
            
               

            

            
              -6-

              
                

              

            

            
               

            

          

           

          
            	8.	
                    CONTINUANCE
                      OF EMPLOYMENT

                  


          

           

          Nothing
            in this Option Agreement (including Exhibits) shall be construed to impose
            any
            obligation on the Company or a Related Entity to continue the Optionee’s
            employment, to confer upon the Optionee any right to continue in the
            employ of
            the Company or a Related Entity, or to restrict the right of the Company
            or a
            Related Entity to terminate such employment at any time, with or without
            cause.

           

          
            	9.	
                    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.

           

          
            
              	10.	
                      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.

           

          
            	11.	
                    BINDING
                      EFFECT

                  


          

           

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

           

          
            	12.	
                    NOTICES

                  


          

           

          
            	 	
                    12.1.

                  	
                    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.

                  


          

           

          
            	 	
                    12.2.

                  	
                    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.

                  


          

           

           

          
            
               

            

            
              -7-

              
                

              

            

            
               

            

          

           

          
            	13.	
                    ENTIRE
                      AGREEMENT

                  


          

           

          This
            Agreement (including Exhibits) exclusively concludes all the terms of
            the
            Optionee’s Option Plan and, subject to the provisions of Section 16 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.

           

          
            	14.	
                    TAX
                      CONSEQUENCES,
                      INDEMNIFICATION

                  


          

           

          
            	 	
                    14.1.

                  	
                    Any
                      and all taxes, fees and other liabilities (as may apply from
                      time to time)
                      in connection with the grant and/or exercise and/or release
                      of the Options
                      and the sale and/or release of Shares issued upon the exercise
                      of the
                      Options and/or from any other event or act (whether of the
                      Optionee or of
                      the Company or a Related Entity or of its Trustee), will be
                      borne solely
                      by the Optionee, and Optionee will be solely liable for all
                      such taxes,
                      fees and other liabilities. 

                  


          

           

          
            	 	
                    14.2.

                  	
                    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.
                      

                  


          

           

          
            	 	
                    14.3.

                  	
                    Furthermore,
                      the Optionee agrees
                      to
                      indemnify the Company and/or Related Entity that employs the
                      Optionee
                      and/or the Trustee and/or the Company’s shareholders and/or Directors
                      and/or officers, if applicable, and hold them harmless against
                      and from
                      any and all liability for any such tax or interest or penalty
                      thereon,
                      including without limitation, liabilities relating to the necessity
                      to
                      withhold, or to have withheld, any such tax from any payment
                      made to the
                      Optionee. Except as otherwise permitted by law, the Company
                      shall not be
                      obligated to honor the exercise of any Option by or on behalf
                      of an
                      Optionee until all tax consequences (if any) arising from the
                      exercise of
                      such Options are resolved in a manner reasonably acceptable
                      to the
                      Company.

                  


          

           

          
            	 	
                    14.4.

                  	
                    The
                      Company and/or the Administrator 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.
                      

                  


          

           

          
            	 	
                    14.5.

                  	
                    After
                      the Release Period the Trustee may release the Options or Shares
                      to the
                      Optionee only after receipt of an acknowledgment from the Income
                      Tax
                      authority that the Optionee have paid any applicable tax due
                      pursuant to
                      Section 102.

                  


          

           

          
            	 	
                    14.6.

                  	
                    In
                      the event that bonus shares are declared on Shares, such bonus
                      shares
                      shall be subject to the provisions of this Agreement and the
                      holding period for such dividend shares shall be determined
                      from the
                      beginning of the holding period for Shares from which the dividend
                      was
                      declared.

                  


          

           

          
            	
                  	14.7.	
                    With
                      respect to all Shares (as opposed to Options which were not
                      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 number 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 (less any withholding tax)
                      paid with
                      respect thereto shall be paid directly to the
                      Optionee

                  


          

           

           

          
            
               

            

            
              -8-

              
                

              

            

            
               

            

          

           

          
            	 	
                    14.8.

                  	
                    Optionee
                      hereby confirms that he or she is aware of the provisions of
                      Section 102
                      (the updated Section 102 is attached hereto as Exhibit
                      E)
                      and the applicable Tax Method. 

                  


          

           

          
            	 	
                    14.9.

                  	
                    Optionee
                      shall not cause a Realization
                      Event to occur before the Release Term.


                  


          

           

          
            	 	
                    14.10.

                  	
                    Optionee
                      agrees to the terms in the Trust
                      Agreement (attached hereto as Exhibit F).


                  


          

           

          
            	 	
                    14.11.

                  	
                    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.

                  


          

           


          
            	15.	
                    PROVISIONS
                      OF THE OPTION PLAN

                  


          

           

          
            	 	
                    15.1.

                  	
                    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 Optionee acknowledges
                      it is
                      familiar with the terms and provisions thereof (and especially
                      sections 9
                      & 10), it accepts all such terms and provisions, it had an opportunity
                      to obtain the advice of counsel prior to executing this Option
                      and fully
                      understands all provisions of the Option. Optionee further
                      agrees to
                      accept as binding, conclusive and final all decisions or interpretations
                      of the Administrator upon any questions arising under the Plan
                      or this
                      Agreement and by signing this Agreement agrees to sign any
                      document it
                      shall be reasonably required to sign pursuant to the provisions
                      of the
                      Plan.

                  


          

           

          
            	 	
                    15.2.

                  	
                    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 the
                      Option Plan shall prevail.

                  


          


          
            
               

            

            
              -9-

              
                

              

            

            
               

            

          


          


          


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

          


          


          
            	 	 	 
	
                    The
                      Company

                  	 	
                    Mr.
                      Yoel Gat

                  


          

          


          


          Exhibit
            A
            - Option Plan.

          Exhibit
            B
            - Terms of the Options.

          Exhibit
            C
            - Exercise Notice. 

          Exhibit
            D
            - Irrevocable Proxy.

          Exhibit
            E
            - Section 102.

          Exhibit
            F
            - Trust Agreement.

           

           

          
            
               

            

            
              -10-